Oncocyte Corporation announces USD 15.8M private placement of securities

Oncocyte Corporation announced that it has entered into definitive securities purchase agreements for the purchase and sale of an aggregate of 5,077,387 shares of common stock, at a purchase price of $ 2.9164 per share of common stock, and pre-funded warrants to purchase 342,888 shares of common stock at a purchase price of $2.9163 per pre-funded warrant. The exercise price of the Pre-Funded Warrants is $0.0001 per share. The private placement was priced “at-the-market” under the rules and regulations of The Nasdaq Stock Market LLC. The private placement is expected to close on or about April 15, 2024, subject to the satisfaction of customary closing conditions.

Needham & Company is acting as the exclusive placement agent for the private placement.

The gross proceeds to the Company from the private placement are expected to be approximately $15.8 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds to redeem the outstanding shares of the Company’s Series A Preferred Stock, for working capital and general corporate purposes.

The offer and sale of the securities described above are being offered and sold in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder, and have not been registered under the Act, or applicable state securities laws. Accordingly, such securities issued in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

The Company has agreed to file a registration statement under the Act with the Securities and Exchange Commission (the “SEC”), covering the resale of the shares of common stock and the shares of common stock underlying the Pre-Funded Warrants to be issued in the private placement no later than 60 days following the date of the Purchase Agreements, and to use reasonable best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 75 days following the date of the Purchase Agreements in the event of a “full review” by the SEC.
MB Bureau