OncoCyte Corp (OCX)

[DMOST]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 7, 2019

OncoCyte Corporation

Item 1.01 Entry into a Material Definitive Agreement.

On February 8, 2019, OncoCyte Corporation (the “ Company ”) entered into a purchase agreement (the “ Purchase Agreement ”) with Piper Jaffray & Co., as representative of the underwriters (the “ Underwriters ”), to issue and sell 9,333,334 shares of the Company’s common stock, no par value (“ Common Stock ”), in an underwritten public offering (the “ Offering ”). The offering price to the public is $3.75 per share, and the Underwriters have agreed to purchase the Common Stock from the Company pursuant to the Purchase Agreement at a price of $3.49312 per share. In addition, the Company granted the Underwriters an option (the “ Option ”), for a period of 30 days following February 8, 2019, to purchase up to an additional 1,400,000 shares of Common Stock, which the Underwriters have exercised.

The Company estimates the net proceeds from the Offering, including shares of Common Stock sold pursuant to the Option, are approximately $37.0 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The closing of the Offering occurred on February 12, 2019, upon the satisfaction of customary closing conditions.

The Offering is being made pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-220769) (including a prospectus) (the “ Registration Statement ”) filed with, and declared effective by, the Securities Exchange Commission (“ SEC ”) on October 2, 2017 and October 16, 2017, respectively, as supplemented by a preliminary prospectus supplement filed with the SEC on February 7, 2019 and amended on February 8, 2019, and a final prospectus supplement filed with the SEC on February 11, 2019.

The Purchase Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. Such representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Purchase Agreement is not, and does not purport to be, complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
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