IMDX

Business Context and Reporting Period

This Form 8-K Current Report is filed by Oncocyte Corporation (not Insight Molecular Diagnostics Inc.) for the reporting period of August 9, 2024. The filing details the entry into a new material definitive agreement and the termination of a prior sales agreement.

Key Financial Metrics and Capital Structure

The filing does not report revenue, profit, cash flow, margins, or debt levels. The primary financial metric disclosed relates to a new equity financing program:

• New Offering Capacity: Up to $7,500,000 of common stock (Placement Shares).
• Commission Rate: 3.0% of aggregate gross proceeds paid to the Sales Agent (Needham & Company, LLC).
• Use of Proceeds: Working capital and general corporate purposes.
• Previous Program Capacity: The terminated prior program had an aggregate amount of $50,000,000.

Material Changes Versus Prior Period

The filing reports two significant changes in the company's capital raising activities:

1. New Sales Agreement: Entered into an "at-the-market" sales agreement with Needham & Company, LLC to sell up to $7.5 million of shares.
2. Termination of Prior Agreement: Terminated the At-The-Market Sales Agreement with BTIG, LLC dated June 11, 2021. No further sales will be made under the prior $50 million program.

Guidance, Outlook, and Risks

Management Commentary: The Company intends to use net proceeds for working capital and general corporate purposes. The Company retains the right to suspend offers or terminate the new Sales Agreement at any time.

Risks and Contingencies:

• The Company has no obligation to sell any shares under the new agreement.
• Sales are subject to market conditions and the Sales Agent's normal trading practices.
• The filing includes customary indemnification obligations for liabilities under the Securities Act.

Key Facts for Investor Verification

• Verify the exact number of shares issued under the new $7.5 million program versus the remaining capacity of the terminated $50 million program.
• Confirm the current cash position and burn rate to assess the necessity of the new equity offering.
• Review the full text of the Sales Agreement (Exhibit 1.1) for specific termination clauses and pricing mechanisms.
• Check subsequent filings for actual sales volume and proceeds received under the new Needham & Company agreement.