Business Context and Reporting Period
This Form 8-K reports on the 2021 Annual Meeting of Shareholders held by Oncocyte Corporation (formerly OncoCyte Corporation) on June 24, 2021. The filing details the outcomes of shareholder votes regarding director elections, auditor ratification, and amendments to the company's Articles of Incorporation and Equity Incentive Plan.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Shareholder Actions
- Corporate Name Change: Shareholders approved an amendment to change the corporate name from "OncoCyte Corporation" to "Oncocyte Corporation."
- Authorized Share Increase: Shareholders approved an amendment to increase the authorized common stock from 150,000,000 shares to 230,000,000 shares.
- Equity Plan Expansion: Shareholders approved an amendment to the 2018 Equity Incentive Plan to make an additional 10,000,000 shares available for equity awards.
- Director Elections: Seven directors were elected. Notably, Alfred D. Kingsley received significant withheld votes (10,153,257) compared to other nominees, though he was still elected.
- Auditor Ratification: OUM & Co. LLP was ratified as the independent registered public accountant for the fiscal year ending December 31, 2021.
Voting Results Summary
| Matter | Votes For | Votes Against | Abstain |
|---|---|---|---|
| Ratification of Accountants | 75,616,922 | 32,915 | 149,296 |
| Common Stock Amendment | 69,545,450 | 6,141,103 | 112,577 |
| Name Change Amendment | 75,644,861 | 71,616 | 82,653 |
| Incentive Plan Amendment | 49,427,528 | 8,767,756 | 102,900 |
Attendance: 75,799,133 shares (84.38% of voting power) were represented at the meeting.
Guidance, Outlook, and Risks
The filing contains standard forward-looking statement disclaimers, noting that actual results may differ materially from anticipated results due to risk factors detailed in the company's Form 10-K. No specific financial guidance or operational outlook is provided in this document.
Key Facts for Investor Verification
- Verify the effective date of the corporate name change to "Oncocyte Corporation" and the ticker symbol status on Nasdaq.
- Review the specific terms of the 2018 Equity Incentive Plan amendment to understand the dilution impact of the additional 10,000,000 shares.
- Investigate the reason for the high number of votes withheld for director Alfred D. Kingsley (approx. 17.5% of votes cast for that specific nominee).
- Confirm the total number of outstanding shares post-meeting, noting the record date count was 89,833,751.