OncoCyte (OCX) Announces 3.46M Share Offering at $2.95/sh

Oncocyte Corporation (Nasdaq: OCX) today announced that it has entered into a securities purchase agreement (the “Purchase Agreement”) with new and existing investors, including Bio-Rad Laboratories, Inc., one of the Company’s strategic partners. The gross proceeds to the Company from the private placement are expected to be approximately $10.2 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds for working capital and general corporate purposes.

The Purchase Agreement represents the purchase and sale in a private placement of an aggregate of 3,461,138 shares of common stock, at a purchase price of $2.948 per share of common stock. Certain insiders of the Company subscribed for 37,037 of the shares of common stock sold in the private placement, at a purchase price of $2.970 per share of common stock. The private placement was priced “at-the-market” under the rules and regulations of The Nasdaq Stock Market LLC and is expected to close on or about October 4, 2024, subject to the satisfaction of customary closing conditions.

“This funding helps us to continue delivering on the promise that we made to expand access to organ transplant rejection testing globally. We are grateful for the support of our current and new shareholders who share our vision of democratizing access for transplant patients, transplant centers, and transplant researchers around the world,” said Oncocyte’s President and Chief Executive Officer Josh Riggs. “Our team remains committed to executing on our strategy and creating shareholder value.”

“We are thrilled to have strong support from both new and existing investors, including our valued corporate partner, Bio-Rad Laboratories,” said Oncocyte’s Chief Financial Officer Andrea James. “This offering reflects growing confidence in our business opportunity and the market potential we are addressing.”

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

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 also entered into a registration rights agreement, dated as of October 2, 2024, by and among the Company and the investors party thereto (the “Registration Rights Agreement”), pursuant to which it 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 to be issued in the private placement no later than 15 days following the date of the Registration Rights Agreement, and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 30 days following the date of the Registration Rights Agreement (or 45 days following the date of the Registration Rights Agreement in the event of a “full review” by the SEC).

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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