Oncocyte Corporation Announces Proposed Public Offering of Common Stock and Warrants

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Oncocytes Society

IRVINE, Calif., April 13, 2022 (GLOBE NEWSWIRE) — Oncocyte Corporation (Nasdaq: OCX), (“Oncocyte” or the “Company”), today announced that it has initiated a tender offer for common stock, as well as warrants to purchase additional shares of its common stock. The Company intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the number of Common Shares and/or additional warrants to purchase Common Shares to be issued and sold pursuant to public offering, in any combination thereof, under the same terms and conditions. The Offer is subject to market conditions, and there can be no assurance that the Offer will be completed or on what date, nor the actual size or terms of the Offer, the offering price of the Common Shares and Warrants subscription, nor the exercise price of the warrants.

BTIG and Needham & Company are acting as joint account holders for the offering.

The Company intends to use the net proceeds from the offering primarily to promote the commercialization of DetermaRx™, including sales and marketing efforts and by conducting additional clinical studies to support clinical adoption of the test; to complete the development of DetermaIO™; complete development and begin commercialization of TheraSure™; for the development of other future assays in our pipeline, including DetermaCNI™, DetermaTx™ and DetermaMx™. The Company also plans to use the net proceeds to pay for development costs associated with its activities under the collaboration agreement with Life Technologies Corporation (“LTC”), a subsidiary of Thermo Fisher Scientific, under which the Company has agreed to undertake certain development efforts with LTC and to collaborate with LTC in the commercialization of Thermo Fisher Scientific’s existing Oncomine Comprehensive Assay Plus, and the Company’s DetermaIO™ assay for use with the Ion Torrent™ Genexus Integrated Sequencer ™ and LTC’s Ion Torrent™ Genexus™ Purification System, to obtain in vitro diagnostic regulatory approval of these assays. We may use the net proceeds to make certain future and other milestone payments to former shareholders of companies we have acquired, including Chronix Biomedical, Inc. and Insight Genetics, Inc. if applicable milestones requiring such payments are met.

A shelf registration statement on Form S-3 (registration number 333-256650) relating to the securities offered has been filed with the Securities and Exchange Commission (“SEC”) and was declared effective on June 8, 2021. The offering will only be by means of a prospectus supplement and the accompanying prospectus. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available free of charge on the SEC’s website at http://www.sec.gov. When available, electronic copies of the preliminary prospectus supplement and accompanying prospectus relating to the proposed public offering may be obtained by contacting BTIG, LLC, 65 East 55th Street, New York, NY, 10022, or by telephone at (212) 593-7555 or by e-mail at [email protected]; or from Needham & Company, LLC, Attn: Syndicate Prospectus Department, 250 Park Avenue, 10th Floor, New York, New York 10177, or by telephone at 800-903-3268 or by e-mail at [email protected] needhamco.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offering, if any, will only be made by means of the prospectus supplement and accompanying prospectus forming part of the effective registration statement.

About Oncocyte

Oncocyte is a precision diagnostics and monitoring company whose mission is to improve patient outcomes by providing clear information that informs critical decisions in cancer diagnosis, treatment and monitoring. The Company, through its proprietary testing and pharmaceutical services business, aims to help save lives by accelerating cancer diagnosis and advancing cancer care. The Company’s tests are designed to provide clarity and confidence to physicians and their patients at every stage of post-diagnosis treatment. DetermaRx™ identifies patients with early-stage lung cancer who are at high risk of cancer recurrence and who may benefit from adjuvant chemotherapy. DetermaIO™, a gene expression assay currently used as a research tool only, assesses the tumor microenvironment to predict response to immunotherapies. The company’s pipeline of tests in development also includes DetermaTx™, which will assess the mutation status of a tumor, the DetermaCNI™ blood monitoring test and the DetermaMx™ long-term recurrence monitoring test. In addition, Oncocyte Pharmaceutical Services provides companies developing new cancer treatments with a full range of molecular testing services to support the drug development process.

DetermaRx™, DetermaIO™, DetermaTx™, DetermaCNI™, DetermaMx™ and TheraSure™ are registered trademarks of Oncocyte Corporation.

Forward-looking statements

This press release contains statements that the Company considers to be “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statement that is not a historical fact (including, but without limitation, statements that contain words such as “will”, “believe”, “plan”, “anticipate”, “expect”, “estimate”, “may” and similar expressions) are forward-looking statements. Such statements include those regarding, among other things, the Company’s ability to complete the financing, the timing of the public offering, the intended use of proceeds, the granting to underwriters of a 30-day option to purchase additional titles and other statements that are not historical facts. Actual results may differ materially from the results anticipated in these forward-looking statements and, accordingly, such statements should be evaluated taking into account the many uncertainties that affect Oncocyte’s business, in particular those mentioned in the “Risk Factors” section of the preliminary prospectus supplement when filed with the SEC, together with the risk factors and other cautionary statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which is available at SEC website. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they were made. Oncocyte undertakes no obligation to update these statements to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Contact Investor

Bob Yedid
LifeSci Advisors, LLC
646-597-6989
[email protected]

Media Contact

Megan Kernan
ICR Westwicke Healthcare PR
Tel: 646.677.1870
[email protected]

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