OncoCyte (OCX) Closes Private Placements for Gross Proceeds of $10.55M

August 29, 2016 4:11 PM EDT

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OncoCyte Corporation (NYSE: OCX), a developer of novel, non-invasive blood based tests for the early detection of cancer, announced today that it has closed two separate private placements with a select group of institutional and accredited investors, including both new and existing investors. The private placements in total will consist of 3,246,153 units for total gross proceeds of $10.55 million before deducting placement agent fees and offering expenses.

Each unit, consisting of one share of common stock and one warrant to purchase one share of common stock, was sold at a price of $3.25 per unit, for an aggregate issuance of 3,246,153 shares of common stock and warrants to purchase 3,246,153 shares of common stock. The warrants have an exercise price of $3.25 per share of common stock, become exercisable for the underlying shares of common stock upon shareholder approval of the issuance of such shares, and may be exercised for five years from the date they become exercisable. During the previous 30 trading days, OncoCyte’s common stock has closed at a price per share ranging from $3.60 to $4.40.

The first private placement for $3.25 million was with George Karfunkel, who with his son Bernard is a founder of OncoCyte and together held 6.2 million shares of OncoCyte common stock prior to the transaction. The second private placement for $7.3 million was with a group of institutional and accredited investors, including new and existing holders of OncoCyte. OncoCyte expects to use the proceeds from the private placements for funding operations or for working capital or other general corporate purposes, including to continue the research and development of its non-invasive cancer diagnostics tests, build out its CLIA lab and commercial infrastructure as it anticipates launching its lung cancer diagnostic test in the first half of 2017. With the transaction closings, OncoCyte now has approximately 28.7 million common shares outstanding.

Cowen and Company acted as sole agent for the placement with the group of institutional and accredited investors.

The securities offered in these private placement transactions have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws, and accordingly 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 Securities Act and such applicable state securities laws.



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