Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-37648 | |
Entity Registrant Name | Oncocyte Corporation | |
Entity Central Index Key | 0001642380 | |
Entity Tax Identification Number | 27-1041563 | |
Entity Incorporation, State or Country Code | CA | |
Entity Address, Address Line One | 15 Cushing | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92618 | |
City Area Code | (949) | |
Local Phone Number | 409-7600 | |
Title of 12(b) Security | Common Stock, no par value | |
Trading Symbol | OCX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,240,928 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 17,368 | $ 19,993 |
Accounts receivable, net of allowance of $178 and $154, respectively | 1,716 | 2,012 |
Marketable equity securities | 530 | 433 |
Prepaid expenses and other current assets | 1,179 | 977 |
Assets held for sale | 191 | |
Current assets of discontinuing operations | 2,121 | |
Total current assets | 20,984 | 25,536 |
NONCURRENT ASSETS | ||
Right-of-use and financing lease assets, net | 1,891 | 2,088 |
Machinery and equipment, net, and construction in progress | 5,997 | 8,763 |
Intangible assets, net | 56,639 | 61,633 |
Restricted cash | 1,700 | 1,700 |
Other noncurrent assets | 329 | 371 |
TOTAL ASSETS | 87,540 | 100,091 |
CURRENT LIABILITIES | ||
Accounts payable | 875 | 1,253 |
Accrued compensation | 1,301 | 1,771 |
Accrued expenses and other current liabilities | 2,196 | 3,839 |
Accrued severance from acquisition | 2,314 | 2,314 |
Accrued liabilities from acquisition | 109 | 109 |
Right-of-use and financing lease liabilities, current | 737 | 815 |
Current liabilities of discontinuing operations | 135 | 2,005 |
Total current liabilities | 7,667 | 12,106 |
NONCURRENT LIABILITIES | ||
Right-of-use and financing lease liabilities, noncurrent | 2,398 | 2,729 |
Contingent consideration liabilities | 29,150 | 45,662 |
TOTAL LIABILITIES | 39,215 | 60,497 |
Commitments and contingencies | ||
Series A Redeemable Convertible Preferred Stock, no par value; stated value $1,000 per share; 5 and 6 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively; aggregate liquidation preference of $5,140 and $6,091 as of June 30, 2023 and December 31, 2022, respectively | 4,725 | 5,302 |
SHAREHOLDERS’ EQUITY | ||
Preferred stock, no par value, 5,000 shares authorized; no shares issued and outstanding | ||
Common stock, no par value, 230,000 shares authorized; 8,241 and 5,932 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 309,535 | 294,929 |
Accumulated other comprehensive income | 41 | 39 |
Accumulated deficit | (265,976) | (260,676) |
Total shareholders’ equity | 43,600 | 34,292 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 87,540 | $ 100,091 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ / shares in Thousands, $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance for credit loss | $ 178 | $ 154 |
Preferred stock, no par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, no par value | $ 0 | $ 0 |
Common stock, shares authorized | 230,000,000 | 230,000,000 |
Common stock, shares issued | 8,241,000 | 5,932,000 |
Common stock, shares outstanding | 8,240,928 | 5,932,191 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity, no par value | $ 0 | $ 0 |
Temporary equity, stated par value | $ 1,000 | $ 1,000 |
Temporary equity, shares issued | 4,818 | 6,000 |
Temporary equity, shares outstanding | 4,818 | 6,000 |
Temporary equity, liquidation preference | $ 5,140 | $ 6,091 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net revenue | $ 463 | $ 237 | $ 760 | $ 617 |
Cost of revenues | 169 | 183 | 434 | 288 |
Cost of revenues – amortization of acquired intangibles | 22 | 23 | 44 | 51 |
Gross profit | 272 | 31 | 282 | 278 |
Operating expenses: | ||||
Research and development | 2,435 | 2,444 | 4,562 | 4,451 |
Sales and marketing | 805 | 127 | 1,500 | 393 |
General and administrative | 3,531 | 5,445 | 6,943 | 11,092 |
Change in fair value of contingent consideration | 1,795 | (6,359) | (16,512) | (11,015) |
Impairment loss from intangible assets | 4,950 | |||
Loss on disposal and held for sale assets | 1,283 | |||
Total operating expenses | 8,566 | 1,657 | 2,726 | 4,921 |
Loss from operations | (8,294) | (1,626) | (2,444) | (4,643) |
OTHER INCOME (EXPENSES), NET | ||||
Interest income (expenses), net | 1 | (21) | (9) | (51) |
Unrealized gain (loss) on marketable equity securities | (24) | 5 | 97 | (325) |
Other income (expenses), net | (16) | 278 | (18) | 242 |
Total other income (expenses), net | (39) | 262 | 70 | (134) |
LOSS BEFORE INCOME TAXES | (8,333) | (1,364) | (2,374) | (4,777) |
Loss from continuing operations | (8,333) | (1,364) | (2,374) | (4,777) |
Loss from discontinuing operations | (6,936) | (2,926) | (13,814) | |
NET LOSS | (8,333) | (8,300) | (5,300) | (18,591) |
LESS: DIVIDENDS AND ACCRETION OF SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK | (311) | (72) | (541) | (72) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS: BASIC | (8,644) | (8,372) | (5,841) | (18,663) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS DILUTED | $ (8,644) | $ (8,372) | $ (5,841) | $ (18,663) |
Net loss from continuing operations per share: basic | $ (1.03) | $ (0.24) | $ (0.34) | $ (0.93) |
Net loss from continuing operations per share: diluted | (1.03) | (0.24) | (0.34) | (0.93) |
Net loss from discontinuing operations per share: basic | (1.23) | (0.42) | (2.69) | |
Net loss from discontinuing operations per share: diluted | (1.23) | (0.42) | (2.69) | |
Net loss per share: basic | (1.07) | (1.48) | (0.83) | (3.63) |
Net loss per share: diluted | $ (1.07) | $ (1.48) | $ (0.83) | $ (3.63) |
Weighted average shares outstanding: basic | 8,090 | 5,652 | 7,030 | 5,135 |
Weighted average shares outstanding: diluted | 8,090 | 5,652 | 7,030 | 5,135 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
NET LOSS | $ (8,333) | $ (8,300) | $ (5,300) | $ (18,591) |
Foreign currency translation adjustments | (2) | (7) | 2 | (6) |
COMPREHENSIVE LOSS | $ (8,335) | $ (8,307) | $ (5,298) | $ (18,597) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Preferred Stock [Member] Series A Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 252,954 | $ 37 | $ (187,774) | $ 65,217 | |
Balance, shares at Dec. 31, 2021 | 4,612 | ||||
Net Loss | (18,591) | (18,591) | |||
Foreign currency translation adjustment | (6) | (6) | |||
Stock-based compensation | 4,242 | 4,242 | |||
Shares issued upon vesting of RSU, net of shares retired to pay employees’ taxes | |||||
Shares issued upon vesting of RSU, shares | 4 | ||||
Accretion of Series A convertible preferred stock to redemption value | 72 | (72) | (72) | ||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts | $ 32,453 | 32,453 | |||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts, shares | 1,314 | ||||
Issuance of Series A redeemable convertible preferred stock, net of financing costs | $ 4,782 | ||||
Issuance of Series A redeemable convertible preferred stock, net of financing costs, shares | 11,765 | ||||
Balance at Jun. 30, 2022 | $ 4,854 | $ 289,649 | 31 | (206,437) | 83,243 |
Balance, shares at Jun. 30, 2022 | 11,765 | 5,930 | |||
Balance at Mar. 31, 2022 | $ 254,994 | 38 | (198,065) | 56,967 | |
Balance, shares at Mar. 31, 2022 | 4,612 | ||||
Net Loss | (8,300) | (8,300) | |||
Foreign currency translation adjustment | (7) | (7) | |||
Stock-based compensation | 2,232 | 2,232 | |||
Shares issued upon vesting of RSU, net of shares retired to pay employees’ taxes | |||||
Shares issued upon vesting of RSU, shares | 5 | ||||
Accretion of Series A convertible preferred stock to redemption value | 72 | (72) | (72) | ||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts | $ 32,423 | 32,423 | |||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts, shares | 1,313 | ||||
Issuance of Series A redeemable convertible preferred stock, net of financing costs | $ 4,782 | ||||
Issuance of Series A redeemable convertible preferred stock, net of financing costs, shares | 11,765 | ||||
Balance at Jun. 30, 2022 | $ 4,854 | $ 289,649 | 31 | (206,437) | 83,243 |
Balance, shares at Jun. 30, 2022 | 11,765 | 5,930 | |||
Balance at Dec. 31, 2022 | $ 5,302 | $ 294,929 | 39 | (260,676) | 34,292 |
Balance, shares at Dec. 31, 2022 | 5,882 | 5,932 | |||
Net Loss | (5,300) | (5,300) | |||
Foreign currency translation adjustment | 2 | 2 | |||
Stock-based compensation | 1,668 | 1,668 | |||
Vesting of bonus awards | 58 | 58 | |||
Sale of common shares, net of financing costs | $ 13,421 | 13,421 | |||
Sale of common shares, net of financing costs, shares | 2,266 | ||||
Deemed dividend on Series A redeemable convertible preferred stock | $ (118) | (118) | |||
Redemption of Series A redeemable convertible preferred stock | $ (1,000) | ||||
Redemption of SeriesA redeemable convertible preferred stock, shares | (1,064) | ||||
Shares issued upon vesting of RSU, net of shares retired to pay employees’ taxes | |||||
Shares issued upon vesting of RSU, shares | 43 | ||||
Accretion of Series A convertible preferred stock to redemption value | 423 | $ (423) | (423) | ||
Balance at Jun. 30, 2023 | $ 4,725 | $ 309,535 | 41 | (265,976) | 43,600 |
Balance, shares at Jun. 30, 2023 | 4,818 | 8,241 | |||
Balance at Mar. 31, 2023 | $ 5,532 | $ 295,533 | 43 | (257,643) | 37,933 |
Balance, shares at Mar. 31, 2023 | 5,882 | 5,964 | |||
Net Loss | (8,333) | (8,333) | |||
Foreign currency translation adjustment | (2) | (2) | |||
Stock-based compensation | 834 | 834 | |||
Vesting of bonus awards | 58 | 58 | |||
Sale of common shares, net of financing costs | $ 13,421 | 13,421 | |||
Sale of common shares, net of financing costs, shares | 2,266 | ||||
Deemed dividend on Series A redeemable convertible preferred stock | $ (118) | (118) | |||
Redemption of Series A redeemable convertible preferred stock | $ (1,000) | ||||
Redemption of SeriesA redeemable convertible preferred stock, shares | (1,064) | ||||
Shares issued upon vesting of RSU, net of shares retired to pay employees’ taxes | |||||
Shares issued upon vesting of RSU, shares | 11 | ||||
Accretion of Series A convertible preferred stock to redemption value | 193 | $ (193) | (193) | ||
Balance at Jun. 30, 2023 | $ 4,725 | $ 309,535 | $ 41 | $ (265,976) | $ 43,600 |
Balance, shares at Jun. 30, 2023 | 4,818 | 8,241 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,300) | $ (18,591) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 885 | 671 |
Amortization of intangible assets | 44 | 1,904 |
Stock-based compensation | 1,668 | 4,242 |
Unrealized (gain) loss on marketable equity securities | (97) | 325 |
Amortization of debt issuance costs | 11 | |
Change in fair value of contingent consideration | (16,512) | (11,015) |
Change in fair value of Series A redeemable convertible preferred stock second tranche obligation | (305) | |
Impairment loss from intangible assets | 4,950 | |
Loss on disposal of discontinued operations | 149 | |
Loss on disposal and held for sale assets | 1,283 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 296 | (365) |
Prepaid expenses and other assets | 376 | (773) |
Accounts payable and accrued liabilities | (4,319) | 239 |
Accrued severance and liabilities from Chronix Biomedical acquisition | (817) | |
Lease liabilities | (118) | (50) |
Assets held for sale | 191 | |
Net cash used in operating activities | (16,504) | (24,524) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of equipment | 123 | |
Construction in progress and purchases of furniture and equipment | (2,679) | |
Net cash provided by (used in) investing activities | 123 | (2,679) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common shares | 13,848 | 32,812 |
Financing costs to issue common shares | (427) | (389) |
Proceeds from sale of redeemable convertible Series A preferred shares | 4,875 | |
Redemption of redeemable convertible Series A preferred shares | (1,118) | |
Financing costs to issue redeemable convertible Series A preferred shares | (93) | |
Proceeds from sale of common shares under at-the-market transactions | 31 | |
Financing costs for at-the-market sales | (1) | |
Repayment of loan payable | (750) | |
Repayment of financing lease obligations | (57) | (51) |
Net cash provided by financing activities | 12,246 | 36,434 |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (4,135) | 9,231 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING | 23,203 | 37,305 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING | 19,068 | 46,536 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 21 | |
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES | ||
Construction in progress, machinery and equipment purchases included in accounts payable, accrued liabilities and landlord liability | $ 16 | $ 1,331 |
Organization, Description of th
Organization, Description of the Business and Liquidity | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of the Business and Liquidity | 1. Organization, Description of the Business and Liquidity Oncocyte Corporation (“Oncocyte,” the “Company,” “we” or “us”), incorporated in 2009 in the state of California, is a precision diagnostics company focused on developing and commercializing proprietary tests in three areas: DetermaIO is a gene expression test that assesses the tumor microenvironment to predict response to immunotherapies, VitaGraft is a blood-based solid organ transplantation monitoring test, and DetermaCNI is a blood-based monitoring tool for monitoring therapeutic efficacy in cancer patients. Oncocyte’s first product for commercial release was a proprietary treatment stratification test called DetermaRx that identifies which patients with early-stage non-small cell lung cancer may benefit from chemotherapy, resulting in a significantly higher, five-year survival rate. Beginning in September 2019 through February 23, 2021, Oncocyte held a 25 On December 15, 2022, the Company, entered into a Stock Purchase Agreement (the “Razor Stock Purchase Agreement”) with Dragon Scientific, LLC, a Delaware limited liability company (“Dragon”) and Razor. Pursuant to the Razor Stock Purchase Agreement, Oncocyte agreed to sell to Dragon, 3,188,181 70 Certain amounts in prior periods have been reclassified to reflect the impact of the discontinued operations treatment of Razor in order to conform to the current period presentation. As a result of the divestiture of Razor, the Company has retrospectively revised the condensed consolidated statements of operations for the periods ended June 30, 2022, to reflect the operations and cash flows of Razor as discontinued operations and the related assets and liabilities disposed. See Note 16 for additional information about assets held for sale and discontinued operations. On February 16, 2023, Oncocyte completed the Razor Sale Transaction (the “Razor Closing”). In connection with the Razor Closing, Oncocyte transferred to Razor all of the assets and liabilities related to DetermaRx. While no monetary consideration was received for the sale of 70 1,366,364 30 See Note 16 for a full discussion of the Razor Sale Transaction. On July 24, 2023, the Company implemented a 1-for-20 reverse stock split 230 Liquidity Oncocyte has incurred operating losses and negative cash flows since inception and had an accumulated deficit of $ 266.0 As of June 30, 2023, Oncocyte had $ 17.4 0.5 On June 11, 2021, Oncocyte entered into an at-the-market sales agreement with BTIG, LLC as sales agent and/or principal (the “Agent” or “BTIG”) pursuant to which Oncocyte may sell up to an aggregate of $ 50,000,000 Between July 1, 2021 and June 30, 2023, Oncocyte sold 56,167 111.60 6.27 On April 13, 2022, Oncocyte entered into a securities purchase agreement (the “Securities Purchase Agreement”) with institutional accredited investors (the “Investors”), including Broadwood Partners, L.P. (“Broadwood”), Oncocyte’s largest shareholder, in a registered direct offering of 11,765 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), which are convertible into a total of 384,477 shares of common stock, at a conversion price of $ 30.60 (the “Series A Preferred Stock Offering”). The purchase price of each share of Series A Preferred Stock was $ 850 , which included an original issue discount to the stated value of $ 1,000 per share. The Securities Purchase Agreement provides that the closing of the Series A Preferred Stock Offering will occur, subject to the satisfaction of certain closing conditions, in two equal tranches of $ 5,000,000 each for aggregate gross proceeds from both closings of $ 10,000,000 . The first closing occurred on June 1, 2022, and Oncocyte received net proceeds of approximately $ 4.9 million from the Series A Preferred Stock issued from the first tranche. The second closing would occur, subject to the satisfaction of certain closing conditions (including but not limited to a requirement that the Company has not received, in the 12 months preceding the second closing, a notice from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the listing and maintenance and listing requirements of Nasdaq), on the earlier of (a) the second trading day following the date that Oncocyte receives notice from an Investor to accelerate the second closing and (b) a date selected by Oncocyte on or after October 8, 2022 and on or prior to March 8, 2023. On August 9, 2022, Oncocyte received a letter from Nasdaq indicating that the Company no longer met the minimum bid price requirement of the Nasdaq continued listing requirements. Accordingly as of June 30, 2023, no additional proceeds are expected from the second closing of the Securities Purchase Agreement. On August 8, 2023, the Company received a letter from Nasdaq indicating that the Company had regained compliance with the minimum bid price requirement of the Nasdaq continued listing requirements. See Note 15 for additional information about the Series A Preferred Stock Offering. Further, on April 13, 2022, Oncocyte entered into an underwriting agreement (the “Underwriting Agreement”) with BTIG, LLC, as representative of the underwriters named therein (the “Underwriters”), pursuant to which Oncocyte issued and sold to the Underwriters an aggregate of 1,313,320 1,313,320 656,660 32.8 On April 3, 2023, Oncocyte entered into an agreement with certain members of the Company’s board of directors, and several institutional and accredited investors, including Broadwood, the Company’s largest shareholder, relating to their purchase of an aggregate of up to 2,278,121 7.08 6.03 13.9 1.1 1,064 shares of its Series A Preferred Stock and may thereafter elect to redeem additional shares. As of June 30, 2023, Oncocyte is completing clinical development and planning commercialization of DetermaIO, although DetermaIO is currently available for biopharma diagnostic development and research use only as a companion test in immunotherapy drug development to select patients for clinical trials; and the clinical launch of VitaGraft. While Oncocyte plans to primarily market its laboratory tests in the United States through its own sales force, it is also beginning to make marketing arrangements with distributors in other countries. In order to reduce capital needs and to expedite the commercialization of any new laboratory tests that may become available for clinical use, Oncocyte may also pursue marketing arrangements with other diagnostic companies through which Oncocyte might receive licensing fees and royalty on sales, or through which it might form a joint venture to market its tests and share in net revenues, in the United States or abroad. In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, we evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited condensed consolidated interim financial statements included in this Report are issued. This evaluation initially does not take into consideration the potential mitigating effect of our plans that have not been fully implemented as of the date the unaudited condensed consolidated interim financial statements included in this Report are issued. When substantial doubt exists under this methodology, we evaluate whether the mitigating effect of its plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating effect of our plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that such financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about our ability to continue as a going concern within one year after the date that such financial statements are issued. In performing this analysis, we excluded certain elements of our operating plan that cannot be considered probable. Our expectation to generate operating losses and negative operating cash flows in the future and the need for additional funding to support our planned operations raise substantial doubt regarding our ability to continue as a going concern for a period of one year after the date that the financial statements are issued. Management intends to complete additional equity financings and reduce spending in the remainder of fiscal 2023 and in 2024. However, due to several factors, including those outside management’s control, there can be no assurance that we will be able to complete additional equity financings. If we are unable to complete additional financings, management’s plans include further reducing or delaying operating expenses. We have concluded the likelihood that our plan to successfully obtain sufficient funding from one or more of these sources or adequately reduce expenditures, while reasonably possible, is less than probable. Accordingly, we have concluded that substantial doubt exists about our ability to continue as a going concern for a period of at least twelve months from the date of issuance of these unaudited condensed consolidated interim financial statements. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. In addition to general economic and capital market trends and conditions, Oncocyte’s ability to raise sufficient additional capital to finance its operations from time to time will depend on a number of factors specific to Oncocyte’s operations such as operating revenues and expenses, progress in development of, or in obtaining reimbursement coverage from Medicare for DetermaIO and other future laboratory tests that Oncocyte may develop or acquire. The unavailability or inadequacy of financing or revenues to meet future capital needs could force Oncocyte to modify, curtail, delay, or suspend some or all aspects of planned operations. Sales of additional equity securities could result in the dilution of the interests of its shareholders. Oncocyte cannot assure that adequate financing will be available on favorable terms, if at all. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of presentation The unaudited condensed consolidated interim financial statements presented herein, and discussed below, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In accordance with those rules and regulations, certain information and footnote disclosures normally included in comprehensive consolidated financial statements have been condensed or omitted. The condensed consolidated balance sheets as of December 31, 2022 was derived from the audited consolidated financial statements at that date. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in Oncocyte’s Annual Report on Form 10-K for the year ended December 31, 2022. The unaudited condensed consolidated interim financial statements presented herein as of June 30, 2023 is not representative of the full fiscal year or any future periods. Principles of consolidation On January 31, 2020, with the acquisition of Insight Genetics, Inc. (“Insight”) through a merger with a newly incorporated wholly owned subsidiary of Oncocyte (the “Insight Merger”) under the terms of an Agreement and Plan of Merger (the “Insight Merger Agreement”), Insight became a wholly owned subsidiary of Oncocyte, and on that date Oncocyte began consolidating Insight’s operations and results with Oncocyte’s operations and results (see Note 3). On February 24, 2021, with the acquisition of the remaining equity interests in Razor, Razor became a wholly owned subsidiary of Oncocyte, and on that date Oncocyte began consolidating Razor’s results with Oncocyte’s operations and results (see Note 3). On April 15, 2021, with the acquisition of Chronix Biomedical, Inc. (“Chronix”) pursuant to an Agreement and Plan of Merger dated February 2, 2021, amended February 23, 2021, and amended and restated as of April 15, 2021 (as amended and restated, the “Chronix Merger Agreement”), by and among Oncocyte, CNI Monitor Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Oncocyte (“Merger Sub”), Chronix became a wholly owned subsidiary of Oncocyte (the “Chronix Merger”), and on that date Oncocyte began consolidating Chronix’s operations and results with Oncocyte’s operations and results (see Note 3). We have reflected the operations of Razor as discontinued operations for all periods presented. See Note 16 for further information. Unless otherwise noted, amounts and disclosures throughout these Notes to unaudited condensed consolidated interim financial statements relate solely to continuing operations and exclude all discontinued operations. The accompanying unaudited condensed consolidated interim financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of Oncocyte’s financial condition and results of operations. The unaudited condensed consolidated results of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year. All material intercompany accounts and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and contingent assets and liabilities, at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates estimates which are subject to significant judgment, including, but not limited to, valuation methods used, assumptions requiring the use of judgment to prepare financial projections, timing of potential commercialization of acquired in-process intangible assets, applicable discount rates, probabilities of the likelihood of multiple outcomes of certain events related to contingent consideration, comparable companies or transactions, determination of fair value of the assets acquired and liabilities assumed including those relating to contingent consideration, assumptions related to going concern assessments, allocation of direct and indirect expenses, useful lives associated with long-lived intangible assets, key assumptions in operating and financing leases including incremental borrowing rates, loss contingencies, valuation allowances related to deferred income taxes, and assumptions used to value debt and stock-based awards and other equity instruments. Actual results may differ materially from those estimates. Similarly, Oncocyte assessed certain accounting matters that generally require consideration of forecasted financial information. The accounting matters assessed included, but were not limited to, Oncocyte’s equity investments, the carrying value of goodwill, going concern assessment, acquired in-process intangible assets and other long-lived assets. Those assessments as well as other estimates referenced above were made in the context of information reasonably available to Oncocyte. Business combinations and fair value measurements Oncocyte accounts for business combinations in accordance with ASC 805, which requires the purchase consideration transferred to be measured at fair value on the acquisition date in accordance with ASC 820, Fair Value Measurement ● Level 1 ● Level 2 ● Level 3 When a part of the purchase consideration consists of shares of Oncocyte common stock, Oncocyte calculates the purchase price attributable to those shares, a Level 1 security, by determining the fair value of those shares as of the acquisition date based on prices quoted on the principal national securities exchange on which the shares traded. Oncocyte recognizes estimated fair values of the tangible assets and identifiable intangible assets acquired, including in-process research and development, and liabilities assumed, including any contingent consideration, as of the acquisition date. Goodwill is recognized as any amount of the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed in excess of the consideration transferred. ASC 805 precludes the recognition of an assembled workforce as an asset, effectively subsuming any assembled workforce value into goodwill. In determining fair value, Oncocyte utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value. For the periods presented, Oncocyte has no financial assets or liabilities recorded at fair value on a recurring basis, except for money market funds and marketable equity securities of Lineage and AgeX common stock held by Oncocyte described below. These assets are measured at fair value using the period-end quoted market prices as a Level 1 input. Oncocyte also has certain contingent consideration liabilities which are carried at fair value based on Level 3 inputs (see Note 3). The following table presents the Company’s assets and liabilities, measured and recognized at fair value on a recurring basis, classified under the appropriate level of the fair value hierarchy as of June 30, 2023 (in thousands): Schedule of Fair Value Measurement of Financial Assets and Liabilities As of June 30, 2023 Total carrying and estimated fair value Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant other observable inputs (Level 3) Assets: Marketable equity securities $ 530 $ 530 $ - $ - Total $ 530 $ 530 $ - $ - Liabilities: Contingent consideration liabilities $ 29,150 $ - $ - $ 29,150 Total $ 29,150 $ - $ - $ 29,150 The following table presents the Company’s assets and liabilities, measured and recognized at fair value on a recurring basis, classified under the appropriate level of the fair value hierarchy as of December 31, 2022 (in thousands): As of December 31, 2022 Total carrying and estimated fair value Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant other observable inputs (Level 3) Assets: Marketable equity securities $ 433 $ 433 $ - $ - Total $ 433 $ 433 $ - $ - Liabilities: Contingent consideration liabilities $ 45,662 $ - $ - $ 45,662 Total $ 45,662 $ - $ - $ 45,662 The carrying amounts of prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate fair values because of the short-term nature of these items. Cash, cash equivalents, and restricted cash The Company’s reconciliation of cash and cash equivalents, and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of the same amounts shown in the unaudited condensed consolidated statements of cash flows were as follows (in thousands): Schedule of Cash and Cash Equivalents and Restricted Cash June 30, December 31, 2023 2022 Cash and cash equivalents $ 17,368 $ 19,993 Restricted cash 1,700 1,700 Cash from discontinuing operations - 1,510 Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 19,068 $ 23,203 Assets Held for Sale and Discontinued Operations As of June 30, 2023, the Company classified laboratory equipment previously presented in machinery and equipment as held for sale in current assets, in the unaudited condensed consolidated balance sheet, as all the criteria of ASC subtopic 360-10, Property, Plant, and Equipment (“ASC 360-10”) have been met and the transaction was qualified as assets held for sale. During the six months ended June 30, 2023, the Company entered into various agreements to sell laboratory equipment for an aggregate amount of $ 0.6 0.2 1.3 Assets and liabilities are classified as held for sale when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. When all of these criteria have been met, the assets and liabilities are classified as held for sale in the unaudited condensed consolidated balance sheet. Assets classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation and amortization of assets ceases upon designation as held for sale. Discontinued operations comprise activities that were disposed of or discontinued at the end of the period, represent a separate major line of business that can be clearly distinguished for operational and financial reporting purposes and represent a strategic business shift having a major effect on the Company’s operations and financial results according to Accounting Standard Codification (“ASC”) Topic 205, Presentation of Financial Statements Additional details surrounding the Company’s assets and liabilities held for sale and discontinued operations are included in Note 16. Goodwill and intangible assets In accordance with ASC 350, Intangibles – Goodwill and Other Goodwill represents the excess of the purchase price over the fair value of net identifiable assets and liabilities. Goodwill, similar to IPR&D, is not amortized but is tested for impairment at least annually, or if circumstances indicate its value may no longer be recoverable. Qualitative factors considered in this assessment include industry and market conditions, overall financial performance, and other relevant events and factors affecting Oncocyte’s business. Based on the qualitative assessment, if it is determined that the fair value of goodwill is more likely than not to be less than its carrying amount, the fair value of a reporting unit will be calculated and compared with its carrying amount and an impairment charge will be recognized for the amount that the carrying value exceeds the fair value. Oncocyte continues to operate in one segment and considered to be the sole reporting unit and, therefore, goodwill is tested for impairment at the enterprise level. Oncocyte does not have intangible assets with indefinite useful lives other than goodwill and the acquired IPR&D discussed in Notes 3 and 4. As of June 30, 2023, goodwill has been fully impaired and acquired IPR&D has been partially impaired. Long-lived intangible assets Long-lived intangible assets, consisting primarily of acquired customer relationships, are stated at acquired cost, less accumulated amortization. Amortization expense is computed using the straight-line method over the estimated useful life of 5 Contingent consideration liabilities Certain of Oncocyte’s asset and business acquisitions involve the potential for future payment of consideration to third-parties and former selling shareholders in amounts determined as a percentage of future net revenues generated, or upon attainment of revenue milestones, from Pharma Services or laboratory tests, as applicable, or annual minimum royalties to certain licensors, as provided in the applicable agreements. The fair value of such liabilities is determined using unobservable inputs. These inputs include the estimated amount and timing of projected cash flows and the risk-adjusted discount rate used to present value the cash flows (see Notes 3 and 4). These obligations are referred to as contingent consideration. ASC 805 requires that contingent consideration be estimated and recorded at fair value as of the acquisition date as part of the total consideration transferred. Contingent consideration is an obligation of the acquirer to transfer additional assets or equity interests to the selling shareholders in the future if certain future events occur or conditions are met, such as the attainment of product development milestones. Contingent consideration also includes additional future payments to selling shareholders based on achievement of components of earnings, such as “earn-out” provisions or percentage of future revenues, including royalties paid to the selling shareholders based on a percentage of certain revenues generated. The fair value of contingent consideration after the acquisition date is reassessed by Oncocyte as changes in circumstances and conditions occur, with the subsequent change in fair value recorded in the condensed consolidated statements of operations. Changes in key assumptions can materially affect the estimated fair value of contingent consideration liabilities and, accordingly, the resulting gain or loss that Oncocyte records in its unaudited condensed consolidated interim financial statements. See Notes 3 and 4 for a full discussion of these liabilities. Investments in capital stock of privately held companies Oncocyte evaluates whether investments held in common stock of other companies require consolidation of the company under, first, the variable interest entity (“VIE”) model, and then under the voting interest model in accordance with accounting guidance for consolidations under Accounting Standards Codification (“ASC”) 810-10. If consolidation of the entity is not required under either the VIE model or the voting interest model, Oncocyte determines whether the equity method of accounting should be applied in accordance with ASC 323, Investments – Equity Method and Joint Ventures Oncocyte initially records equity method investments at fair value on the date of the acquisition with subsequent adjustments to the investment balance based on Oncocyte’s pro rata share of earnings or losses from the investment. From February 24, 2021, the date of Oncocyte’s acquisition of the remaining interests in Razor, through February 16, 2023 the date of its disposition, Razor entity’s financial statements have been consolidated with Oncocyte. See Notes 3, 4, and 16 for additional information. Impairment of long-lived assets Oncocyte assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. Oncocyte’s long-lived assets consist primarily of intangible assets, right-of-use assets for operating leases, customer relationships, and machinery and equipment. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying value of the asset over its fair value, is recorded. See Notes 3, 4, and 16 for additional information with respect to impairments of long-lived assets. See Note 16 for disclosure of machinery and equipment impairment. Revenue recognition Pursuant to ASC 606, revenues are recognized when control of services performed is transferred to customers, in an amount that reflects the consideration Oncocyte expects to be entitled to in exchange for those services. ASC 606 provides for a five-step model that includes: (i) identifying the contract with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations, and (v) recognizing revenue when, or as, an entity satisfies a performance obligation. Oncocyte determines transaction prices based on the amount of consideration we expect to receive for transferring the promised goods or services in the contract. Consideration may be fixed, variable, or a combination of both. The Company considers any constraints on the variable consideration and includes in the transaction price variable consideration to the extent it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. DetermaRx testing revenue Prior to the Razor Sale Transaction, Oncocyte generated revenue from performing DetermaRx tests on clinical samples through orders received from physicians, hospitals, and other healthcare providers. In determining whether all the revenue recognition criteria (i) through (v) above are met with respect to DetermaRx tests, each test result is considered a single performance obligation and is generally considered complete when the test result is delivered or made available to the prescribing physician electronically, and, as such, there are no shipping or handling fees incurred by Oncocyte or billed to customers. Although Oncocyte has billed a list price for all tests ordered and completed for all payer types, Oncocyte considers constraints on the variable consideration when recognizing revenue for DetermaRx. Because DetermaRx is a novel test and there are no current reimbursement arrangements with third-party payers other than Medicare, the transaction price represents variable consideration. Application of the constraint for variable consideration is an area that requires significant judgment. For all payers other than Medicare, Oncocyte must consider the novelty of the test, the uncertainty of receiving payment, or being subject to claims for a refund, from payers with whom it does not have a sufficient payment collection history or contractual reimbursement agreements. Accordingly, for those payers, Oncocyte has recognized revenue upon payment because it has had insufficient history to reliably estimate payment patterns or has had contractual reimbursement arrangements, or both, in place. As of June 30, 2023, Oncocyte had accounts receivable of $ 1.6 We maintain an allowance for expected credit losses at an amount we estimate to be sufficient to provide adequate protection against losses resulting from extending credit to our customers. We base this allowance, in the aggregate, on historical collection experience, age of receivables and general economic conditions. Our bad debts have not been material and have been within management expectations. During the first quarter of 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 0.2 Pharma services revenue Revenues recognized include Pharma Services performed by Oncocyte’s Insight and Chronix subsidiaries for its pharmaceutical customers, including testing for biomarker discovery, assay design and development, clinical trial support, and a broad spectrum of biomarker tests. These Pharma Services are generally performed under individual scope of work (“SOW”) arrangements or license agreements (together with SOW the “Pharma Services Agreements”) with specific deliverables defined by the customer. Pharma Services are performed on a (i) time and materials basis or (ii) per test completed basis. Upon completion of the service to the customer in accordance with a Pharma Services Agreement, Oncocyte has the right to bill the customer for the agreed upon price (either on a per test or per deliverable basis) and recognizes Pharma Service revenue at that time. Insight identifies each sale of its Pharma Service offering as a single performance obligation. Chronix identifies the processing of test samples as a separate performance obligation (considered a series) within license agreements with customers. Completion of the service and satisfaction of the performance obligation is typically evidenced by access to the report or test made available to the customer or any other form or applicable manner of delivery defined in the Pharma Services Agreements. However, for certain SOWs under which work is performed pursuant to the customer’s highly customized specifications, Oncocyte has the enforceable right to bill the customer for work completed, rather than upon completion of the SOW. For those SOWs, Oncocyte recognizes revenue over a period during which the work is performed using a formula that accounts for expended efforts, generally measured in labor hours, as a percentage of total estimated efforts for the completion of the SOW. As performance obligations are satisfied under the Pharma Services Agreements, any amounts earned as revenue and billed to the customer are included in accounts receivable. Any revenues earned but not yet billed to the customer as of the date of Oncocyte’s condensed consolidated financial statements are recorded as contract assets and are included in prepaids and other current assets as of the financial statement date. Amounts recorded in contract assets are reclassified to accounts receivable in Oncocyte’s condensed consolidated financial statements when the customer is invoiced according to the billing schedule in the contract. Oncocyte establishes credit loss reserve accounts based on the evaluation of the collectability of its Pharma Services accounts receivables after considering a variety of factors, including the length of time receivables are past due, significant events that may impair the customer’s ability to pay, such as a bankruptcy filing or deterioration in the customer’s operating results or financial position, reasonable and supportable forecast that affect the collectability of the reported amount, and historical experience. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. Oncocyte continuously monitors collections and payments from customers and maintains a provision for estimated credit losses and uncollectible accounts, if any, based upon its historical experience and any specific customer collection issues that have been identified. Amounts determined to be uncollectible are written off against the credit loss reserve accounts. As of June 30, 2023, Oncocyte has not recorded any losses or credit loss reserve accounts on its account receivables from Pharma Services. As of June 30, 2023, Oncocyte had accounts receivable from Pharma Services customers of $ 0.3 0.3 Licensing revenue Revenues recognized include licensing revenue derived from agreements with customers for exclusive rights to market Oncocyte’s proprietary testing technology. Under the agreements, Oncocyte grants exclusive rights to certain trademarks and technology of Oncocyte for the purpose of marketing Oncocyte’s tests within a defined geographic territory. A license agreement may specify milestone deliverables or performance obligations, for which Oncocyte recognizes revenue when its licensee confirms the completion of Oncocyte’s performance obligation. A licensing agreement may also include ongoing sales support from Oncocyte and typically includes non-refundable licensing fees and per-test Pharma Services revenues discussed above, for which Oncocyte treats the licensing of the technology, trademarks, and ongoing support as a single performance obligation satisfied by the passage of time over the term of the agreement. Cost of revenues Cost of revenues generally consists of cost of materials, direct labor including benefits, bonus and stock-based compensation, equipment and infrastructure expenses, clinical sample related costs associated with performing DetermaRx tests and Pharma Services, providing deliverables according to our licensing agreements, license fees due to third parties, and amortization of acquired intangible assets such as the Razor asset and customer relationship intangible assets. Infrastructure expenses include depreciation of laboratory equipment, allocated rent costs, leasehold improvements, and allocated information technology costs for operations at Oncocyte’s CLIA laboratories in California and Tennessee. Costs associated with generating the revenues are recorded as the tests or services are performed regardless of whether revenue was recognized. Royalties or revenue share payments for licensed technology calculated as a percentage of revenues generated using the associated technology are recorded as expenses at the time the related revenues are recognized. Research and development expenses Research and development expenses are comprised of costs incurred to develop technology, which include salaries and benefits (including stock-based compensation), laboratory expenses (including reagents and supplies used in research and development laboratory work), infrastructure expenses (including allocated facility occupancy costs), and contract services and other outside costs. Indirect research and development expenses are allocated primarily based on headcount, as applicable, and include rent and utilities, common area maintenance, telecommunications, property taxes, and insurance. Research and development costs are expensed as incurred. Sales and marketing expenses Sales and marketing expenses consist primarily of personnel costs and related benefits, including stock-based compensation, trade show expenses, branding and positioning expenses, and consulting fees. Sales and marketing expenses also include indirect expenses for applicable overhead allocated based on headcount, and include allocated costs for rent and utilities, common area maintenance, telecommunications, property taxes, and insurance. General and administrative expenses General and administrative expenses consist primarily of compensation and related benefits (including stock-based compensation) for executive and corporate personnel, professional and consulting fees, rent and utilities, common area maintenance, telecommunications, property taxes, and insurance. Net loss per common share Basic loss per share is computed by dividing the net loss applicable to common stockholders after deducting cumulative unpaid dividends and accretion of the preferred stock, by the weighted average number of shares of common stock outstanding during the year. Diluted loss per share is computed by dividing the net loss applicable to common stockholders after deducting cumulative unpaid dividends and accretion of the preferred stock, by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method or the if-converted method, or the two-class method for participating securities, whichever is more dilutive. Potential common shares are excluded from the computation if their effect is antidilutive. All common stock equivalents are antidilutive because Oncocyte reported a net loss for all periods presented. The following table presents the calculation of basic and diluted loss per share of common stock (in thousands): Schedule of Common Stock Computation of Diluted Net Loss Per Share of Common Stock 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Numerator: Net loss attributable to Oncocyte Corporation $ (8,333 ) $ (8,300 ) $ (5,300 ) $ (18,591 ) Dividend on Series A redeemable convertible preferred stock (76 ) (29 ) (166 ) (29 ) Accretion of Series A redeemable convertible preferred stock (117 ) (43 ) (257 ) (43 ) Deemed dividend on Series A redeemable convertible preferred stock (118 ) - (118 ) - Net loss attributable to common stockholders - Basic and Diluted $ (8,644 ) $ (8,372 ) $ (5,841 ) $ (18,663 ) Net loss attributable to common stockholders - Basic $ (8,644 ) $ (8,372 ) $ (5,841 ) $ (18,663 ) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders - Basic and Diluted 8,090 5,652 7,030 5,135 Basic and diluted net loss per common share $ (1.07 ) $ (1.48 ) $ (0.83 ) $ (3.63 ) Basic net loss per common share $ (1.07 ) $ (1.48 ) $ (0.83 ) $ (3.63 ) Anti-dilutive potential common shares excluded from the computation of diluted net loss per common share: Stock options 483 731 549 657 RSUs 7 - 10 - Warrants 820 845 820 845 Series A redeemable convertible preferred stock 5 6 5 6 Total 1,315 1,582 1,384 1,508 Anti-dilutive potential common shares excluded from the computation of diluted net loss per common share 1,315 1,582 1,384 1,508 Leases Oncocyte accounts for leases in accordance with ASC 842, Leases During prior years, Oncocyte entered into various operating leases and an embedded operating lease in accordance with ASC 842 discussed in Note 10. Oncocyte’s accounting for financing leases remained substantially unchanged. Accounting for Lineage and AgeX shares of common stock Oncocyte accounts for the shares of Lineage and AgeX common stock it holds as marketable equity securities in accordance with ASC 320-10-25, Investments – Debt and Equity Securities Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities As of June 30, 2023 and December 31, 2022, Oncocyte held 353,264 35,326 0.5 0.4 Recent accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | 3. Business Combinations Acquisition of Insight Genetics, Inc. On January 31, 2020 (the “Insight Merger Date”), Oncocyte completed its acquisition of Insight pursuant to the Insight Merger Agreement. Contingent consideration is an obligation of the acquirer to transfer additional assets or equity interests to the selling shareholders in the future if certain future events occur or conditions are met, such as the attainment of product development milestones. Contingent consideration also includes additional future payments to selling shareholders based on achievement of components of earnings, such as “earn-out” provisions or percentage of future revenues, including royalties paid to the selling shareholders based on a percentage of revenues generated from DetermaIO and Insight Pharma Services over their respective useful life. Accordingly, Oncocyte determined there are two types of contingent consideration in connection with the Insight Merger, the Milestone Contingent Consideration and the Royalty Contingent Consideration discussed below, which are collectively referred to as the “Contingent Consideration”. There are three milestones comprising the Milestone Contingent Consideration, collectively referred to as the Milestones, in connection with the Insight Merger which Oncocyte valued and recorded as part of Contingent Consideration as of the Insight Merger Date (see table below), which consist of (i) a payment for clinical trial completion and related data publication (“Milestone 1”), (ii) a payment for an affirmative final local coverage determination from CMS for a specified lung cancer test (“Milestone 2”), and (iii) a payment for achieving specified CMS reimbursement milestones (“Milestone 3”). If achieved, any respective Milestone will be paid at the contractual value shown below, with the payment made either in cash or in shares of Oncocyte common stock as determined by Oncocyte. There can be no assurance that any of the Milestones will be achieved. The following table shows the Insight Merger Date contractual payment amounts, as applicable, and the corresponding fair value of each respective Contingent Consideration liability (in thousands): Schedule of Fair Value of Contingent Consideration Liability Fair Contractual Value on the Value Merger Date Milestone 1 $ 1,500 $ 1,340 Milestone 2 3,000 1,830 Milestone 3 (a) 1,500 770 Royalty 1 (b) See(b) 5,980 Royalty 2 (b) See(b) 1,210 Total $ 6,000 $ 11,130 (a) Indicates the maximum payable if the Milestone is achieved. (b) As defined, Royalty Payments are based on a percentage of future revenues of DetermaIO and Pharma Services over their respective useful life, accordingly there is no fixed contractual value for the Royalty Contingent Consideration. The fair value of the Contingent Consideration after the Insight Merger Date is reassessed by Oncocyte as changes in circumstances and conditions occur, with the subsequent change in fair value recorded in Oncocyte’s condensed consolidated statements of operations. As of June 30, 2023, based on Oncocyte’s reassessment of the significant assumptions noted above, there was a decrease of approximately $ 2.5 The following tables reflect the activity for Oncocyte’s Contingent Consideration for the six months ended June 30, 2023 and 2022, measured at fair value using Level 3 inputs (in thousands): Schedule of Contingent Consideration, Measured at Fair Value Fair Value Balance at December 31, 2021 $ 7,060 Change in estimated fair value 1,400 Balance at June 30, 2022 $ 8,460 Fair Value Balance at December 31, 2022 $ 5,370 Change in estimated fair value (2,500 ) Balance at June 30, 2023 $ 2,870 Contingent consideration is not deductible for tax purposes, even if paid; therefore, no deferred tax assets related to the Contingent Consideration were recorded. Asset acquisition of Razor Genomics, Inc. On February 24, 2021, Oncocyte completed the purchase of all the issued and outstanding shares of common stock of Razor. As a result of Oncocyte is the sole shareholder of Razor. On December 15, 2022, the Company entered into a Stock Purchase Agreement in which the Company agreed to sell approximately 70 See Note 16 for additional information. Development Agreement On December 31, 2019, in connection with Oncocyte’s purchase of 25 4.0 The Development Agreement was terminated on February 16, 2023 in connection with the Razor Stock Purchase Agreement. See Note 16 for more details regarding the Razor Stock Purchase Agreement. Sublicense Agreement On December 31, 2019, in connection with Oncocyte’s purchase of 25 The Sublicense Agreement was terminated on February 16, 2023 in connection with the Razor Stock Purchase Agreement. See Notes 16 for more details regarding the Razor Stock Purchase Agreement. Acquisition of Chronix Biomedical, Inc. On April 15, 2021 (the “Chronix Merger Date”), Oncocyte completed its acquisition of Chronix pursuant the Chronix Merger Agreement. Contingent Consideration As additional consideration for holders of certain classes and series of Chronix capital stock, the Chronix Merger Agreement originally required Oncocyte to pay “Chronix Contingent Consideration” consisting of (i) “Chronix Milestone Payments” of up to $ 14 15 75 On February 8, 2023, the Company and equity holder representative entered into Amendment No. 1 to the Merger Agreement (the “Chronix Amendment”), pursuant to which the parties agreed that (i) Chronix’s equity holders will be paid earnout consideration of 10 5 15 The fair value of the Chronix Contingent Consideration after the Chronix Merger Date is reassessed by Oncocyte as changes in circumstances and conditions occur, with the subsequent change in fair value recorded in Oncocyte’s condensed consolidated statements of operations. As of June 30, 2023, based on Oncocyte’s reassessment of the significant assumptions noted above, there was a decrease of approximately $ 14.0 The following tables reflect the activity for Oncocyte’s Contingent Consideration for the six months ended June 30, 2023 and June 30, 2022, measured at fair value using Level 3 inputs (in thousands): Schedule of Contingent Consideration, Measured at Fair Value Fair Value Balance at December 31, 2021 $ 69,621 Change in estimated fair value (12,415 ) Balance at June 30, 2022 $ 57,206 Fair Value Balance at December 31, 2022 $ 40,292 Change in estimated fair value (14,012 ) Balance at June 30, 2023 $ 26,280 Goodwill 2.2 9.5 None of the goodwill recognized is expected to be deductible for income tax purposes. Goodwill is not amortized but is tested for impairment at least annually, or more frequently if circumstances indicate potential impairment. During 2022, the Company identified circumstances that could indicate a potential impairment and after a valuation of the Company’s assets and liabilities was performed, management concluded that goodwill was impaired as of December 31, 2022. (see Notes 2 and 4). |
Intangible Assets, net
Intangible Assets, net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | 4. Intangible Assets, net As part of the Insight and Chronix acquisitions, which were accounted for as business combinations under ASC 805, completed on January 31, 2020, and April 15, 2021, respectively, the Company has acquired in process research and development (“IPR&D”) and customer relationships. During the first quarter of 2023, due to changes in management and the economic condition of the Company, management shifted the Company’s business strategy to direct efforts on fewer studies and to transition from test that are laboratory developed tests (“LDT”) to research use only (“RUO”) sales. Due to the change in strategy, the Company’s long range plan forecasts were updated and anticipated future benefits derived from the Company’s assets. The change in strategy represent a significant indicator for change in value of the Company’s long lived assets. The original IPR&D balance was reassessed based on the updated long range plan (“LRP”), using the multiple period excess earnings method (“MPEEM”) approach, the results of the valuation noted that the carrying value of the DetermaIO related IPR&D intangible assets was greater than the fair market value, whereas the CNI and VitaGraft related IPR&D intangible assets carrying value was lower than the fair market value. Accordingly, the Company recorded an impairment of approximately $ 5.0 At June 30, 2023 and December 31, 2022, intangible assets, net, consisted of the following (in thousands): Schedule of Goodwill and Intangible Assets June 30, 2023 December 31, 2022 Intangible assets: Acquired IPR&D - DetermaIO (1) $ 9,700 $ 14,650 Acquired IPR&D - DetermaCNI and VitaGraft (2) 46,800 46,800 Intangible assets subject to amortization: Acquired intangible assets - customer relationship 440 440 Total intangible assets 56,940 61,890 Accumulated amortization - customer relationship (3) (301 ) (257 ) Intangible assets, net $ 56,639 $ 61,633 (1) See Note 3 for information on the Insight Merger. (2) See Note 3 for information on the Chronix Merger. (3) Amortization of intangible assets is included in “Cost of revenues – amortization of acquired intangibles” on the condensed consolidated statements of operations because the intangible assets pertain directly to the revenues generated from the acquired intangibles. Future amortization expense of intangible assets subject to amortization is expected to be the following (in thousands): Schedule of Intangible Assets Future Amortization Expense Amortization Year ending December 31, 2023 $ 44 2024 88 2025 7 Total $ 139 |
Shareholders_ Equity
Shareholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Shareholders’ Equity | 5. Shareholders’ Equity Series A Redeemable Convertible Preferred Stock On April 13, 2022, the Company entered into the Securities Purchase Agreement with the Investors in a registered direct offering of 11,765 shares of the Company’s Series A Preferred Stock, which shares of Series A Preferred Stock are convertible into a total of 384,477 shares of common stock, at a conversion price of $ 30.60 . The purchase price of each share of Series A Preferred Stock was $ 850 , which included an original issue discount to the stated value of $ 1,000 per share. The rights, preferences and privileges of the Series A Preferred Stock are set forth in the Company’s Certificate of Determination, which the Company filed with the Secretary of State of the State of California. The Securities Purchase Agreement provides that the closing of the Series A Preferred Stock Offering will occur, subject to the satisfaction of certain closing conditions, in two equal tranches of $ 5,000,000 each for aggregate gross proceeds from both closings of $ 10,000,000 . The first closing occurred on June 1, 2022, and Oncocyte received net proceeds of approximately $ 4.9 million from the Series A Preferred Stock issued from the first tranche. The second closing would occur, subject to the satisfaction of certain closing conditions (including but not limited to a requirement that the Company has not received, in the 12 months preceding the second closing, a notice from Nasdaq that the Company is not in compliance with the listing and maintenance and listing requirements of Nasdaq), on the earlier of (a) the second trading day following the date that Oncocyte receives notice from an Investor to accelerate the second closing and (b) a date selected by Oncocyte on or after October 8, 2022 and on or prior to March 8, 2023. On August 9, 2022, Oncocyte received a letter from Nasdaq indicating that the Company no longer met the minimum bid price requirement of the Nasdaq continued listing requirements. Accordingly, the second closing did not occur and no additional proceed s were received under the Securities Purchase Agreement. On August 8, 2023, the Company received a letter from Nasdaq indicating that the Company had regained compliance with the minimum bid price requirement of the Nasdaq continued listing requirements. See Note 15 for additional information about the Series A Preferred Stock Offering. The Series A Preferred Stock is convertible into shares of the Company’s common stock at any time at the holder’s option. The conversion price will be subject to customary anti-dilution adjustments for matters such as stock splits, stock dividends and other distributions on our common stock, and recapitalizations. A holder is prohibited from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the shares of our common stock then issued and outstanding (provided a holder may elect, at the first closing, to increase such beneficial ownership limitation solely as to itself up to 19.99% of the number of shares of our common stock outstanding immediately after giving effect to the conversion, provided further that following the receipt of shareholder approval required by applicable Nasdaq rules with respect to the issuance of common stock that would exceed the beneficial ownership limitation, such beneficial ownership limitation will no longer apply to the holder if the holder notified the Company that the holder wishes the Company to seek such shareholder approval) if the daily volume weighted average price of our common stock for 20 out of 30 trading days exceeds 140 In the event of the Company’s liquidation, dissolution, or winding up, holders of Series A Preferred Stock will receive a payment equal to the stated value of the Series A Preferred Stock plus accrued but unpaid dividends and any other amounts that may have become payable on the Series A Preferred Stock due to any failure or delay that may have occurred in issuing shares of common stock upon conversion of a portion of the Series A Preferred Stock, before any distribution or payment to the holders of common stock or any of our other junior equity. ONCOCYTE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Shares of Series A Preferred Stock generally have no voting rights, except as required by law and except that the consent of holders of a majority of the outstanding Series A Preferred Stock will be required to amend any provision of our certificate of incorporation that would have a materially adverse effect on the rights of the holders of the Series A Preferred Stock. Additionally, as long as any shares of Series A Preferred Stock remain outstanding, unless the holders of at least 51 8 15 Shares of Series A Preferred Stock are entitled to receive cumulative dividends at a rate per share (as a percentage of stated value) of 6 The Company is required to redeem, for cash, the shares of Series A Preferred Stock on the earlier to occur of (1) April 8, 2024, (2) the commencement of certain a voluntary or involuntary bankruptcy, receivership, or similar proceedings against the Company or its assets, (3) a Change of Control Transaction (as defined herein) and (4) at the election and upon notice of 51 50 50 1,064 1.1 As of June 30, 2023, Oncocyte had 4,818 Common Stock As of June 30, 2023 and December 31, 2022, Oncocyte has 230,000,000 no 8,240,928 5,932,191 Common Stock Purchase Warrants As of June 30, 2023, Oncocyte had an aggregate of 819,767 30.60 109.20 ONCOCYTE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Oncocyte has considered the guidance in ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 6. Stock-Based Compensation Oncocyte had a 2010 Stock Option Plan (the “2010 Plan”) under which 260,000 During the year ended December 31, 2022, the Company awarded executive share-based payment awards under the 2018 Plan to certain executive officers and employees with time-based, market-based and performance-based vesting conditions (“2022 equity awards”). The fair value of the 2022 equity awards with performance-based vesting condition was estimated using the Black-Scholes option-pricing model assuming that performance goals will be achieved. If such performance conditions are not met, no compensation cost is recognized and any recognized compensation cost is reversed. The probability of 2022 equity awards performance-based vesting conditions will be evaluated each reporting period and the Company will true-up the amount of cumulative cost recognized for the 2022 performance-based awards at each reporting period based on the most up-to-date probability estimates. The Company will recognize the compensation expense for 2022 performance-based awards expected to vest on a straight-line basis over the respective service period for each separately vesting tranche. The fair value of the 2022 equity awards with market-based vesting condition was estimated using the Monte Carlo simulation model. Assumptions and estimates utilized in the model include the risk-free interest rate, dividend yield, expected stock volatility and the estimated period to achievement of the performance and market conditions, which are subject to the achievement of the market-based goals established by the Company and the continued employment of the participant. These awards vest only to the extent that the market-based conditions are satisfied as specified in the vesting conditions. Unlike the performance-based awards, the grant date fair value and associated compensation cost of the market-based awards reflect the probability of the market condition being achieved, and the Company will recognize this compensation cost regardless of the actual achievement of the market condition. Assumptions utilized in connection with the Monte Carlo valuation technique included: estimated risk-free interest rate of 2.0 2.8 100 0 117,625 In May 2022, the Company approved amendments to vesting conditions of 61,875 12,500 50 50 the Company of average market capitalization minimum, target, and maximum goals of (i) $300 million; (ii) $400 million; and (iii) $500 million, respectively, during the period beginning on January 1, 2022 and ending on December 31, 2024 In accordance with ASC 718, the Company calculated the fair value of the market-based awards on the date of modification, noting an increase in the fair value of approximately $ 58,500 Schedule of Assumptions Used to Calculate Fair Value of Stock Options Risk-free interest rates 2.72 % Expected term (in years) 2.6 Volatility 95.0 % Grant date fair value of awards granted during the period $ 22.60 In July 2022, the Company approved amendments to vesting conditions of 23,750 50 50 the achievement of performance minimum, target, and maximum goals of (i) 90% of revenue goal; (ii) 100% of revenue goal; and (iii) exceed revenue goal by up to 150%, respectively, during fiscal year 2022 As of December 31, 2022, 50 The remaining 50% is eligible to vest on December 31, 2023, since the Company completed the LCD submission for DetermaCNI on December 16, 2022 During the year ended December 31, 2022, the Company accelerated the vesting of certain equity awards in accordance with the 2018 Incentive Plan after the departure of officers of the Company and the adoption of the workforce reduction plan. Due to the acceleration of such awards all associated unrecognized compensation was accelerated and recognized in full. A summary of Oncocyte’s 2010 Plan activity and related information follows (in thousands except weighted average exercise price): Summary of Stock Option Activity Shares Number Weighted Available of Options Average Options for Grant Outstanding Exercise Price Balance at December 31, 2022 - 30 $ 80.78 Options exercised - - $ - Options forfeited, cancelled and expired - (1 ) $ - Balance at June 30, 2023 - 29 $ 80.58 Exercisable at June 30, 2023 29 $ 80.58 As of June 30, 2023, 1,050,000 A summary of Oncocyte’s 2018 Incentive Plan activity and related information follows (in thousands except weighted average exercise price): Summary of Stock Option Activity Shares Number Number Weighted Available of Options of RSUs Average for Grant Outstanding Outstanding Exercise Price Balance at December 31, 2022 442 428 22 $ 59.23 RSUs vested - - (11 ) $ - RSUs granted (10 ) - 5 $ - Options granted (178 ) 178 - $ 7.72 Options forfeited/cancelled 150 (150 ) - $ - RSUs forfeited/cancelled 2 - (1 ) $ - Performance RSUs forfeited/cancelled 15 - (8 ) $ - Balance at June 30, 2023 421 456 7 $ 38.33 Options exercisable at June 30, 2023 199 $ 89.54 Oncocyte recorded stock-based compensation expense in the following categories on the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 (unaudited and in thousands): Summary of Stock-based Compensation Expense 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Cost of revenues $ 2 $ - $ 12 $ - Research and development 309 201 632 381 Sales and marketing 62 - 139 29 General and administrative 461 1,283 867 2,463 Discontinuing operations - 748 18 1,369 Total stock-based compensation expense $ 834 $ 2,232 $ 1,668 $ 4,242 The assumptions that were used to calculate the grant date fair value of Oncocyte’s employee and non-employee stock option grants for the six months ended June 30, 2023 and 2022 were as follows: Schedule of Assumptions Used to Calculate Fair Value of Stock Options Six Months Ended June 30, 2023 2022 Expected life (in years) 6.25 6.01 Risk-free interest rates 3.76 % 2.24 % Volatility 105.99 % 106.98 % Dividend yield 0 % 0 % The determination of stock-based compensation is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If Oncocyte had made different assumptions, its stock-based compensation expense and net loss for the three and six months ended June 30, 2023, and 2022 may have been significantly different. Oncocyte does not recognize deferred income taxes for incentive stock option compensation expense and records a tax deduction only when a disqualified disposition has occurred. |
Disaggregation of Revenues and
Disaggregation of Revenues and Concentration Risk | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenues and Concentration Risk | 7. Disaggregation of Revenues and Concentration Risk The following table presents the percentage of consolidated revenues generated by unaffiliated customers that individually represent greater than ten percent of consolidated revenues: Schedule of Consolidated Revenues Generated by Unaffiliated Customers Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Pharma services - Company A 68 % - * 27 % - * Pharma services - Company B - * - * 14 % - * Discontinuing operations - * 89 % 38 % 82 % * Less than 10% The following table presents the percentage of consolidated revenues by products or services classes: Schedule of Consolidated Revenues Attributable to Products or Services Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Pharma Services 94 % 11 % 62 % 18 % DetermaRx™ 6 % 0 % 3 % 0 % Discontinuing operations 0 % 89 % 35 % 82 % Total 100 % 100 % 100 % 100 % The following table presents the percentage of consolidated revenues attributable to geographical locations: Schedule of Percentage of Consolidated Revenues Attributable to Geographical Locations 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 United States – Pharma Services 74 % 50 % 39 % 65 % Outside of the United States – Pharma Services 20 % 2 % 23 % 5 % DetermaRx™ 6 % 0 % 3 % 0 % Discontinuing operations – Outside of the United States – Licensing 0 % 48 % 0 % 30 % Discontinuing operations – United States – DetermaRx™ 0 % 0 % 35 % 0 % Total 100 % 100 % 100 % 100 % |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The provision for income taxes for interim periods is determined using an estimated annual effective tax rate in accordance with ASC 740-270, Income Taxes, Interim Reporting Oncocyte did not record any provision or benefit for income taxes for the six months ended June 30, 2023 and 2022, as Oncocyte had a full valuation allowance for the periods presented. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. Oncocyte established a full valuation allowance for all periods presented due to the uncertainty of realizing future tax benefits from its net operating loss carry-forwards and other deferred tax assets. |
Right-of-use assets, machinery
Right-of-use assets, machinery and equipment, net, and construction in progress | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Right-of-use assets, machinery and equipment, net, and construction in progress | 9. Right-of-use assets, machinery and equipment, net, and construction in progress As of June 30, 2023 and December 31, 2022, right-of-use assets, machinery and equipment, net, and construction in progress were as follows (in thousands): Schedule of Right-of-use Assets, Machinery and Equipment, Net, and Construction in Progress June 30, 2023 December 31, 2022 Right-of-use assets (1) 4,036 3,499 Machinery and equipment 8,644 9,408 Accumulated depreciation and amortization (5,310 ) (4,196 ) Right-of-use assets, machinery and equipment, net 7,370 8,711 Construction in progress 518 2,140 Right-of-use assets, machinery and equipment, net, and construction in progress 7,888 10,851 Right-of-use assets, machinery and equipment, net, and construction in progress from discontinuing operations - 211 Right-of-use assets, machinery and equipment, net, and construction in progress 7,888 11,062 (1) Oncocyte recorded certain right-of-use assets and liabilities for operating leases in accordance with ASC 842 (see Note 10). Depreciation expense amounted to $ 435,000 384,000 885,000 671,000 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Oncocyte has certain commitments other than discussed in Note 3. Office Lease Agreement On December 23, 2019, Oncocyte entered into an Office Lease Agreement (the “Irvine Lease”) of a building containing approximately 26,800 The Irvine Lease has an initial term of 89 calendar months (the “Term”), which commenced on June 1, 2020 (the “Commencement Date”). Oncocyte has an option to extend the Term for a period of five years (the “Extended Term”). Oncocyte agreed to pay base monthly rent in the amount of $ 61,640 3.5 50 If Oncocyte exercises its option to extend the Term, the initial base monthly rent during the Extended Term will be the greater of the base monthly rent in effect during the last year of the Term or the prevailing market rate. The prevailing market rate will be determined based on annual rental rates per square foot for comparable space in the area where the Premises are located. If Oncocyte does not agree with the prevailing market rate proposed by the lessor, the rate may be determined through an appraisal process. The base monthly rent during the Extended Term shall be subject to the same annual rent adjustment as applicable for base monthly rent during the Term. In addition to base monthly rent, Oncocyte agreed to pay in monthly installments (a) all costs and expenses, other than certain excluded expenses, incurred by the lessor in each calendar year in connection with operating, maintaining, repairing (including replacements if repairs are not feasible or would not be effective) and managing the Premises and the building in which the Premises are located (“Expenses”), and (b) all real estate taxes and assessments on the Premises and the building in which the Premises are located, all personal property taxes for property that is owned by lessor and used in connection with the operation, maintenance and repair of the Premises, and costs and fees incurred in connection with seeking reductions in such tax liabilities (“Taxes”). Subject to certain exceptions, Expenses shall not be increased by more than 4% annually on a cumulative, compounded basis. Oncocyte was entitled to an abatement of its obligations to pay Expenses and Taxes while constructing improvements to the Premises constituting “Tenant’s Work” under the Irvine Lease prior to the Commencement Date, except that Oncocyte was obligated to pay 43.7 The lessor provided Oncocyte with a “Tenant Improvement Allowance” in the amount of $ 1.3 1.5 1.3 Oncocyte has provided the lessor with a security deposit in the amount of $ 150,000 1.7 To obtain the letter of credit, Oncocyte has provided the issuing bank with a restricted cash deposit that the bank will hold to cover its obligation to pay any draws on the letter of credit by the lessor. The restricted cash may not be used for any other purpose. On August 27, 2021, Oncocyte entered into a lease agreement to add an additional suite to its Nashville office space, containing approximately 1,928 The Irvine Lease is an operating lease under ASC 842 included in the tables below. The tables below provide the amounts recorded in connection with the application of ASC 842 as of, and during, the six months ended June 30, 2023, for Oncocyte’s operating and financing leases (see Note 2). On December 31, 2019, in connection with Oncocyte’s purchase of 25 Financing lease As of June 30, 2023, Oncocyte has one financing lease remaining through December 2023 for certain laboratory equipment with aggregate remaining payments of $ 62,000 Operating and Financing leases The following table presents supplemental cash flow information related to operating and financing leases for the six months ended June 30, 2023 and 2022 (in thousands): Schedule of Supplemental Cash Flow Information Related to Operating and Financing Lease 2023 2022 Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of financing lease liabilities: Operating cash flows from operating leases $ 538 $ 564 Operating cash flows from financing leases $ 5 $ 12 Financing cash flows from financing leases $ 57 $ 51 The following table presents supplemental balance sheets information related to operating and financing leases as of June 30, 2023 and June 30, 2022 (in thousands, except lease term and discount rate): Schedule of Supplemental Balance Sheet Information Related to Operating and Financing Leases June 30, 2023 June 30, 2022 Operating lease Right-of-use assets, net $ 1,855 $ 2,343 Right-of-use lease liabilities, current $ 677 $ 728 Right-of-use lease liabilities, noncurrent 2,398 3,075 Total operating lease liabilities $ 3,075 $ 3,803 Financing lease Machinery and equipment $ 536 $ 537 Accumulated depreciation (500 ) (391 ) Machinery and equipment, net $ 36 $ 146 Current liabilities $ 60 $ 110 Noncurrent liabilities - 60 Total financing lease liabilities $ 60 $ 170 Weighted average remaining lease term Operating lease 4.1 4.9 Financing lease 0.5 1.5 Weighted average discount rate Operating lease 11.28 % 11.20 % Financing lease 11.55 % 11.55 % Future minimum lease commitments are as follows (in thousands): Schedule of Future Minimum Lease Commitments for Operating and Financing Leases Operating Financing Leases Leases Year Ending December 31, 2023 $ 510 $ 62 2024 $ 903 $ - 2025 $ 869 $ - 2026 $ 899 $ - 2027 $ 695 $ - Total minimum lease payments $ 3,876 $ 62 Less amounts representing interest $ (801 ) $ (2 ) Present value of net minimum lease payments $ 3,075 $ 60 Litigation – General Oncocyte may be subject to various claims and contingencies in the ordinary course of its business, including those related to litigation, business transactions, employee-related matters, and other matters. When Oncocyte is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, Oncocyte will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, Oncocyte discloses the claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. Tax Filings Oncocyte tax filings are subject to audit by taxing authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. Management believes Oncocyte has adequately provided for any ultimate amounts that are likely to result from these audits; however, final assessments, if any, could be significantly different than the amounts recorded in the unaudited condensed consolidated interim financial statements. Employment Contracts Oncocyte has entered into employment and severance benefit contracts with certain executive officers. Under the provisions of the contracts, Oncocyte may be required to incur severance obligations for matters relating to changes in control, as defined, and certain terminations of executives. As of June 30, 2023, Oncocyte accrued approximately $ 3.1 Indemnification In the normal course of business, Oncocyte may provide indemnification of varying scope under Oncocyte’s agreements with other companies or consultants, typically Oncocyte’s clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, Oncocyte will generally agree to indemnify, hold harmless, and reimburse the indemnified parties for losses and expenses suffered or incurred by the indemnified parties arising from claims of third parties in connection with the use or testing of Oncocyte’s diagnostic tests. Indemnification provisions could also cover third party infringement claims with respect to patent rights, copyrights, or other intellectual property pertaining to Oncocyte’s diagnostic tests. Oncocyte’s office and laboratory facility leases also will generally contain indemnification obligations, including obligations for indemnification of the lessor for environmental law matters and injuries to persons or property of others, arising from Oncocyte’s use or occupancy of the leased property. The term of these indemnification agreements will generally continue in effect after the termination or expiration of the particular research, development, services, lease, or license agreement to which they relate. The Razor Stock Purchase Agreement also contains provisions under which Oncocyte has agreed to indemnify Razor and Encore from losses and expenses resulting from breaches or inaccuracy of Oncocyte’s representations and warranties and breaches or nonfulfillment of Oncocyte’s covenants, agreements, and obligations under the Razor Stock Purchase Agreement. Oncocyte periodically enters into underwriting and securities sales agreements with broker-dealers in connection with the offer and sale of Oncocyte securities. The terms of those underwriting and securities sales agreements include indemnification provisions pursuant to which Oncocyte agrees to indemnify the broker-dealers from certain liabilities, including liabilities arising under the Securities Act, in connection with the offer and sale of Oncocyte securities. The potential future payments Oncocyte could be required to make under these indemnification agreements will generally not be subject to any specified maximum amounts. Historically, Oncocyte has not been subject to any claims or demands for indemnification. Oncocyte also maintains various liability insurance policies that limit Oncocyte’s financial exposure. As a result, Oncocyte management believes that the fair value of these indemnification agreements is minimal. Accordingly, Oncocyte has not recorded any liabilities for these agreements as of June 30, 2023 and December 31, 2022. |
Workforce Reduction
Workforce Reduction | 6 Months Ended |
Jun. 30, 2023 | |
Workforce Reduction | |
Workforce Reduction | 11. Workforce Reduction In August 2022, the Company initiated a workforce reduction plan to strategically realign its operations and implement cost reduction programs to prioritize near term revenue generators and to manage and preserve cash. In connection with the reduction, the Company eliminated 14 positions, implemented tighter expense controls, and ceased non-core activities. Further, on December 16, 2022, Oncocyte initiated an additional reduction in work force involving over 40% of its full-time employees. The transition began on December 16, 2022 and was completed in February 2023. As of December 31, 2022, the Company incurred an aggregate of $ 1.9 On April 12, 2023, Oncocyte announced a reduction in force involving approximately 20% of its workforce (the “April 2023 Reduction”), which management believes will extend Oncocyte’s cash runway into 2024. In connection with the April 2023 Reduction, we incurred approximately $ 0.3 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions Financing Transactions On April 13, 2022, Oncocyte entered into the Securities Purchase Agreement with the Investors, including Broadwood and John Peter Gutfreund, a former director of Oncocyte, for the Series A Preferred Stock Offering. Each of Broadwood and Mr. Gutfreund has a direct material interest in the Series A Preferred Stock Offering and agreed to purchase 5,882.35 1,176.48 85,000 Further, on April 13, 2022, Oncocyte entered into the Underwriting Agreement with the Underwriters for the Underwritten Offering. Pursuant to the Underwritten Offering, Broadwood acquired from us (i) 261,032 300,187 150,093 30.60 300,187 39,154 249,204 286,585 143,292 286,585 37,380 309,976 356,472 178,236 356,472 46,496 On April 3, 2023, Oncocyte entered into a securities purchase agreement (the “2023 Securities Purchase Agreement”) with certain investors, including Broadwood, Pura Vida and entities affiliated with AWM, and certain individuals, including our Chairman Andrew Arno and former director John Peter Gutfreund (and certain of their affiliated parties), which provides for the sale and issuance by the Company of an aggregate of 2,274,709 (i) $6.03 to investors who are not considered to be “insiders” of the Company pursuant to Nasdaq Listing Rules (“Insiders”), which amount reflects the average closing price of the Common Stock on Nasdaq during the five trading day period immediately prior to pricing, and (ii) $7.08 to Insiders, which amount reflects the final closing price of the Common Stock on Nasdaq on the last trading day immediately prior to pricing (the “2023 Registered Direct Offering”) 1,341,381 8,093,361.84 33,150 200,013.84 472,354 2,849,999.92 21,162 150,000.51 85,250 604,252.00 On April 5, 2023, Oncocyte redeemed all of the 588.23529 618,672.34 Company Employee(s) As of June 30, 2023, the Company employed the son of Andrew Arno, Chairman of the Board as its Senior Manager, Investor Relations, Corporate Planning & Development. As of June 30, 2023, the total compensation paid by the Company to Mr. Arno’s son since January 1, 2022 is approximately $ 0.2 |
Loan Payable to Silicon Valley
Loan Payable to Silicon Valley Bank | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Loan Payable to Silicon Valley Bank | 13. Loan Payable to Silicon Valley Bank Amended Loan Agreement On October 17, 2019, Oncocyte entered into a First Amendment to Loan and Security Agreement (the “Amended Loan Agreement”) with Silicon Valley Bank (“the Bank”) pursuant to which Oncocyte obtained a new $ 3 400,000 116,000 2 20 2 Payments of interest only on the principal balance were due monthly from the draw date through March 31, 2020, followed by 24 monthly payments of principal and interest, but the Bank has agreed to a deferral of principal payments, as discussed below. The outstanding principal balance of the loan will bear interest at a stated floating annual interest equal to the greater of (a) the prime rate or (b) 5 5.5 On April 2, 2020, as part of the Bank’s COVID-19 pandemic relief program, Oncocyte and the Bank entered into a Loan Deferral Agreement (“Loan Deferral”) with respect to the Amended Loan Agreement. Under the Loan Deferral Agreement, the Bank agreed to (i) extend the scheduled maturity date of the Amended Loan Agreement from March 31, 2022 to September 30, 2022, and (ii) deferred the principal payments by an additional 6 months whereby payments of interest only on the Bank loan principal balance will be due monthly from May 1, 2020 through October 1, 2020, followed by 23 monthly payments of principal and interest beginning on November 1, 2020, all provided at no additional fees to Oncocyte Debt – Modifications and Extinguishments At maturity of the loan, Oncocyte agreed to pay the Bank an additional final payment fee of $ 200,000 Bank Warrants In 2017, in connection with the Loan Agreement, Oncocyte issued common stock purchase warrants to the Bank (the “2017 Bank Warrants”) entitling the Bank to purchase shares of Oncocyte common stock in tranches related to the loan tranches under the Loan Agreement. In conjunction with the availability of the loan, the Bank was issued warrants to purchase 412 97.00 366 109.20 On October 17, 2019, in conjunction with Tranche 1 becoming available under the Amended Loan Agreement, Oncocyte issued a common stock purchase warrant to the Bank (the “2019 Bank Warrant”) entitling the Bank to purchase 4,928 33.80 0.02 1 ONCOCYTE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Co-Development Agreement with L
Co-Development Agreement with Life Technologies Corporation | 6 Months Ended |
Jun. 30, 2023 | |
Co-development Agreement With Life Technologies Corporation | |
Co-Development Agreement with Life Technologies Corporation | 14. Co-Development Agreement with Life Technologies Corporation On January 13, 2022, Oncocyte entered into a Collaboration Agreement (the “LTC Agreement”) with Life Technologies Corporation, a Delaware corporation and subsidiary of Thermo Fisher Scientific (“LTC” and together with Oncocyte, the “Parties” or individually, a “Party”), in order to partner in the development and collaborate in the commercialization of Thermo Fisher Scientific’s existing Oncomine Comprehensive Assay Plus (“OCA Plus”) and Oncocyte’s DetermaIO assay for use with LTC’s Ion Torrent TM TM TM TM in vitro As of June 30, 2023, Oncocyte was responsible for reimbursing LTC for $ 749,000 |
Equity Offerings
Equity Offerings | 6 Months Ended |
Jun. 30, 2023 | |
Equity Offerings | |
Equity Offerings | 15. Equity Offerings Series A Preferred Stock Offering On April 13, 2022, Oncocyte entered into the Securities Purchase Agreement with Investors, including Broadwood, in a registered direct offering of 11,765 shares of our Series A Preferred Stock, which shares of Series A Preferred Stock are convertible into a total of 384,477 shares of our common stock, at a conversion price of $ 30.60 . The purchase price of each share of Series A Preferred Stock was $ 850 , which included an original issue discount to the stated value of $ 1,000 per share. The rights, preferences and privileges of the Series A Convertible Preferred Stock are set forth in the Company’s Certificate of Determination, which the Company filed with the Secretary of State of the State of California. The Securities Purchase Agreement provides that the closing of the Series A Preferred Stock Offering will occur, subject to the satisfaction of certain closing conditions, in two equal tranches of $ 5,000,000 each for aggregate gross proceeds from both closings of $ 10,000,000 . The first closing occurred on June 1, 2022, and Oncocyte received net proceeds of approximately $ 4.9 million from the Series A Preferred Stock issued from the first tranche. The second closing would occur, subject to the satisfaction of certain closing conditions (including but not limited to a requirement that the Company has not received, in the 12 months preceding the second closing, a notice from Nasdaq that the Company is not in compliance with the listing and maintenance and listing requirements of Nasdaq), on the earlier of (a) the second trading day following the date that Oncocyte receives notice from an Investor to accelerate the second closing and (b) a date selected by Oncocyte on or after October 8, 2022 and on or prior to March 8, 2023. On August 9, 2022, Oncocyte received a letter from Nasdaq indicating that the Company no longer met the minimum bid price requirement of the Nasdaq continued listing requirements. Accordingly ONCOCYTE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Series A Preferred Stock is convertible into shares of common stock at any time at the holder’s option. The conversion price will be subject to customary anti-dilution adjustments for matters such as stock splits, stock dividends and other distributions on common stock, and recapitalizations. The holder will be prohibited from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99 if the daily volume weighted average price of our common stock for 20 out of 30 trading days exceeds 140 In the event of the Company’s liquidation, dissolution, or winding up, holders of Series A Preferred Stock will receive a payment equal to the stated value of the Series A Preferred Stock plus accrued but unpaid dividends and any other amounts that may have become payable on the Series A Preferred Stock due to any failure or delay that may have occurred in issuing shares of common stock upon conversion of a portion of the Series A Preferred Stock, before any distribution or payment to the holders of common stock or any of Oncocyte’s other junior equity. Shares of Series A Preferred Stock generally has no voting rights, except as required by law and except that the consent of holders of a majority of the outstanding Series A Preferred Stock will be required to amend any provision of our certificate of incorporation that would have a materially adverse effect on the rights of the holders of the Series A Preferred Stock. Additionally, as long as any shares of Series A Preferred Stock remain outstanding, unless the holders of at least 51 8 15 Shares of Series A Preferred Stock will be entitled to receive cumulative dividends at a rate per share (as a percentage of stated value) of 6% per annum, payable quarterly in cash or, at our option, by accreting such dividends to the stated value. The Company is required to redeem, for cash, the shares of Series A Preferred Stock on the earlier to occur of (1) April 8, 2024, (2) the commencement of certain a voluntary or involuntary bankruptcy, receivership, or similar proceedings against us or our assets, (3) a Change of Control Transaction (as defined herein) and (4) at the election and upon notice of 51% in interest of the holders, if the Company fails to meet the Cash Minimum Requirement. A “Change of Control Transaction” means the occurrence of any of (a) an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50 50 The issuance and sale of the Series A Preferred Stock was completed pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-256650), filed with the SEC on May 28, 2021 and declared effective by the SEC on June 8, 2021, and an accompanying prospectus dated June 8, 2021 as supplemented by a prospectus supplement dated April 13, 2022. ONCOCYTE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As part of the registered direct offering in April 2023, the Company used approximately $ 1.1 1,064 The Series A Preferred Stock dividend for all issued and outstanding shares is set at 6 321,000 As of June 30, 2023, Oncocyte had 4,818 Underwritten Offering On April 13, 2022, Oncocyte entered into the Underwriting Agreement with the Underwriters, pursuant to which the Company agreed to issue and sell to the Underwriters an aggregate of 1,313,320 1,313,320 656,660 26.65 26.45 0.20 Under the terms of the Underwriting Agreement, the Company also granted to the Underwriters an over-allotment option, exercisable in whole or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to an additional 196,998 196,998 98,499 24.85 0.20 196,998 196,998 The Company received net proceeds of approximately $ 32.8 The Underwritten Offering was made pursuant to the Company’s effective “shelf” registration statement on Form S-3 (Registration No. 333-256650) filed with the SEC Commission on May 28, 2021 and declared effective by the SEC on June 8, 2021, and an accompanying prospectus dated June 8, 2021 as supplemented by a prospectus supplement dated April 13, 2022. Registered Direct Offering On April 3, 2023, Oncocyte entered into an agreement with certain members of the Company’s board of directors, and several institutional and accredited investors, including Broadwood, the Company’s largest shareholder, and certain members of the Company’s board of directors (and certain of their affiliated parties), relating to their purchase of an aggregate of up to 2,278,121 7.08 6.03 13.9 1.1 1,064 |
Assets Held for Sale and Discon
Assets Held for Sale and Discontinued Operations | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale and Discontinued Operations | 16. Assets Held for Sale and Discontinued Operations Razor Disposal On December 15, 2022, the Company entered into the Razor Stock Purchase Agreement with Dragon and Razor. Pursuant to the Razor Stock Purchase Agreement, Oncocyte agreed to sell, and Dragon agreed to purchase, 3,188,181 70 no 70 1,366,364 30 In addition to the transfer of 70 115,660 The Company recorded the final adjustment related to the disposal, including final working capital adjustments, and recognized a loss of $ 1.3 27.2 Laboratory equipment sold and held for sale On January 31, 2023, the Company entered into an agreement to sell laboratory equipment for $ 0.2 0.2 In March 2023, the Company entered into an agreement to auction equipment for $ 0.1 0.3 On March 31, 2023, the Company entered into an agreement to sell laboratory equipment for $ 0.2 0.2 1.0 The Company classified its results of operations as discontinued operations for all periods presented in the accompanying unaudited condensed consolidated statements of operations. We have retrospectively adjusted the amounts reported for the period ended June 30, 2022, in the following table to give effect to such reporting of discontinued operations. For the period ended June 30, 2023, discontinued operations reflect operating results of Razor up to the closing of the sale. The Company’s unaudited condensed consolidated balance sheets and consolidated statements of operations report discontinued operations separate from continuing operations. Our unaudited condensed consolidated statements of comprehensive loss, statements of shareholders’ equity and statements of cash flows combined continuing and discontinued operations. A summary of financial information related to the Company’s discontinued operations is as follows. ONCOCYTE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table represents the results of the discontinued operation of Razor (in thousands): Schedule of Discontinued Operations Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Net revenue $ - $ 1,830 $ 421 $ 2,874 Cost of revenues - 2,175 507 3,999 Research and development - 3,130 702 6,251 Sales and marketing - 3,395 498 6,366 General and administrative - 66 329 72 Loss from impairment of held for sale assets - - 1,311 - Net loss from discontinued operations $ - $ (6,936 ) $ (2,926 ) $ (13,814 ) The following table represents the carrying amounts of the held for sale related assets and liabilities as of June 30, 2023 and carrying amounts of the held for sale related assets and liabilities of discontinued operations as of December 31, 2022 (in thousands): Schedule of Assets and Liabilities of Disposal Group Held for Sale June 30, December 31, 2023 2022 ASSETS CURRENT ASSETS Cash and cash equivalents $ - $ 1,510 Prepaid expenses and other current assets - 346 Machinery and equipment, net, and construction in progress - 211 Intangible assets, net - 25,920 Impairment of held for sale assets - (25,866 ) TOTAL ASSETS $ - $ 2,121 LIABILITIES Accounts payable $ 135 $ 492 Accrued compensation - 248 Accrued expenses and other current liabilities - 1,265 Total current liabilities 135 2,005 TOTAL LIABILITIES $ 135 $ 2,005 The following table summarizes cash used related to Razor as of and for the six months ended June 30, 2023 and 2022 (in thousands): Six Months Ended June 30, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net cash used in operating activities $ (4,357 ) $ (10,549 ) CASH FLOWS FROM INVESTING ACTIVITIES: Net cash used in investing activities $ - $ (96 ) |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Reverse Stock Split On July 24, 2023, the Company implemented a 1-for-20 reverse stock split 230 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The unaudited condensed consolidated interim financial statements presented herein, and discussed below, have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In accordance with those rules and regulations, certain information and footnote disclosures normally included in comprehensive consolidated financial statements have been condensed or omitted. The condensed consolidated balance sheets as of December 31, 2022 was derived from the audited consolidated financial statements at that date. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in Oncocyte’s Annual Report on Form 10-K for the year ended December 31, 2022. The unaudited condensed consolidated interim financial statements presented herein as of June 30, 2023 is not representative of the full fiscal year or any future periods. |
Principles of consolidation | Principles of consolidation On January 31, 2020, with the acquisition of Insight Genetics, Inc. (“Insight”) through a merger with a newly incorporated wholly owned subsidiary of Oncocyte (the “Insight Merger”) under the terms of an Agreement and Plan of Merger (the “Insight Merger Agreement”), Insight became a wholly owned subsidiary of Oncocyte, and on that date Oncocyte began consolidating Insight’s operations and results with Oncocyte’s operations and results (see Note 3). On February 24, 2021, with the acquisition of the remaining equity interests in Razor, Razor became a wholly owned subsidiary of Oncocyte, and on that date Oncocyte began consolidating Razor’s results with Oncocyte’s operations and results (see Note 3). On April 15, 2021, with the acquisition of Chronix Biomedical, Inc. (“Chronix”) pursuant to an Agreement and Plan of Merger dated February 2, 2021, amended February 23, 2021, and amended and restated as of April 15, 2021 (as amended and restated, the “Chronix Merger Agreement”), by and among Oncocyte, CNI Monitor Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Oncocyte (“Merger Sub”), Chronix became a wholly owned subsidiary of Oncocyte (the “Chronix Merger”), and on that date Oncocyte began consolidating Chronix’s operations and results with Oncocyte’s operations and results (see Note 3). We have reflected the operations of Razor as discontinued operations for all periods presented. See Note 16 for further information. Unless otherwise noted, amounts and disclosures throughout these Notes to unaudited condensed consolidated interim financial statements relate solely to continuing operations and exclude all discontinued operations. The accompanying unaudited condensed consolidated interim financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of Oncocyte’s financial condition and results of operations. The unaudited condensed consolidated results of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year. All material intercompany accounts and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and contingent assets and liabilities, at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates estimates which are subject to significant judgment, including, but not limited to, valuation methods used, assumptions requiring the use of judgment to prepare financial projections, timing of potential commercialization of acquired in-process intangible assets, applicable discount rates, probabilities of the likelihood of multiple outcomes of certain events related to contingent consideration, comparable companies or transactions, determination of fair value of the assets acquired and liabilities assumed including those relating to contingent consideration, assumptions related to going concern assessments, allocation of direct and indirect expenses, useful lives associated with long-lived intangible assets, key assumptions in operating and financing leases including incremental borrowing rates, loss contingencies, valuation allowances related to deferred income taxes, and assumptions used to value debt and stock-based awards and other equity instruments. Actual results may differ materially from those estimates. Similarly, Oncocyte assessed certain accounting matters that generally require consideration of forecasted financial information. The accounting matters assessed included, but were not limited to, Oncocyte’s equity investments, the carrying value of goodwill, going concern assessment, acquired in-process intangible assets and other long-lived assets. Those assessments as well as other estimates referenced above were made in the context of information reasonably available to Oncocyte. |
Business combinations and fair value measurements | Business combinations and fair value measurements Oncocyte accounts for business combinations in accordance with ASC 805, which requires the purchase consideration transferred to be measured at fair value on the acquisition date in accordance with ASC 820, Fair Value Measurement ● Level 1 ● Level 2 ● Level 3 When a part of the purchase consideration consists of shares of Oncocyte common stock, Oncocyte calculates the purchase price attributable to those shares, a Level 1 security, by determining the fair value of those shares as of the acquisition date based on prices quoted on the principal national securities exchange on which the shares traded. Oncocyte recognizes estimated fair values of the tangible assets and identifiable intangible assets acquired, including in-process research and development, and liabilities assumed, including any contingent consideration, as of the acquisition date. Goodwill is recognized as any amount of the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed in excess of the consideration transferred. ASC 805 precludes the recognition of an assembled workforce as an asset, effectively subsuming any assembled workforce value into goodwill. In determining fair value, Oncocyte utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value. For the periods presented, Oncocyte has no financial assets or liabilities recorded at fair value on a recurring basis, except for money market funds and marketable equity securities of Lineage and AgeX common stock held by Oncocyte described below. These assets are measured at fair value using the period-end quoted market prices as a Level 1 input. Oncocyte also has certain contingent consideration liabilities which are carried at fair value based on Level 3 inputs (see Note 3). The following table presents the Company’s assets and liabilities, measured and recognized at fair value on a recurring basis, classified under the appropriate level of the fair value hierarchy as of June 30, 2023 (in thousands): Schedule of Fair Value Measurement of Financial Assets and Liabilities As of June 30, 2023 Total carrying and estimated fair value Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant other observable inputs (Level 3) Assets: Marketable equity securities $ 530 $ 530 $ - $ - Total $ 530 $ 530 $ - $ - Liabilities: Contingent consideration liabilities $ 29,150 $ - $ - $ 29,150 Total $ 29,150 $ - $ - $ 29,150 The following table presents the Company’s assets and liabilities, measured and recognized at fair value on a recurring basis, classified under the appropriate level of the fair value hierarchy as of December 31, 2022 (in thousands): As of December 31, 2022 Total carrying and estimated fair value Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant other observable inputs (Level 3) Assets: Marketable equity securities $ 433 $ 433 $ - $ - Total $ 433 $ 433 $ - $ - Liabilities: Contingent consideration liabilities $ 45,662 $ - $ - $ 45,662 Total $ 45,662 $ - $ - $ 45,662 The carrying amounts of prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate fair values because of the short-term nature of these items. |
Cash, cash equivalents, and restricted cash | Cash, cash equivalents, and restricted cash The Company’s reconciliation of cash and cash equivalents, and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of the same amounts shown in the unaudited condensed consolidated statements of cash flows were as follows (in thousands): Schedule of Cash and Cash Equivalents and Restricted Cash June 30, December 31, 2023 2022 Cash and cash equivalents $ 17,368 $ 19,993 Restricted cash 1,700 1,700 Cash from discontinuing operations - 1,510 Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 19,068 $ 23,203 |
Assets Held for Sale and Discontinued Operations | Assets Held for Sale and Discontinued Operations As of June 30, 2023, the Company classified laboratory equipment previously presented in machinery and equipment as held for sale in current assets, in the unaudited condensed consolidated balance sheet, as all the criteria of ASC subtopic 360-10, Property, Plant, and Equipment (“ASC 360-10”) have been met and the transaction was qualified as assets held for sale. During the six months ended June 30, 2023, the Company entered into various agreements to sell laboratory equipment for an aggregate amount of $ 0.6 0.2 1.3 Assets and liabilities are classified as held for sale when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. When all of these criteria have been met, the assets and liabilities are classified as held for sale in the unaudited condensed consolidated balance sheet. Assets classified as held for sale are reported at the lower of their carrying value or fair value less costs to sell. Depreciation and amortization of assets ceases upon designation as held for sale. Discontinued operations comprise activities that were disposed of or discontinued at the end of the period, represent a separate major line of business that can be clearly distinguished for operational and financial reporting purposes and represent a strategic business shift having a major effect on the Company’s operations and financial results according to Accounting Standard Codification (“ASC”) Topic 205, Presentation of Financial Statements Additional details surrounding the Company’s assets and liabilities held for sale and discontinued operations are included in Note 16. |
Goodwill and intangible assets | Goodwill and intangible assets In accordance with ASC 350, Intangibles – Goodwill and Other Goodwill represents the excess of the purchase price over the fair value of net identifiable assets and liabilities. Goodwill, similar to IPR&D, is not amortized but is tested for impairment at least annually, or if circumstances indicate its value may no longer be recoverable. Qualitative factors considered in this assessment include industry and market conditions, overall financial performance, and other relevant events and factors affecting Oncocyte’s business. Based on the qualitative assessment, if it is determined that the fair value of goodwill is more likely than not to be less than its carrying amount, the fair value of a reporting unit will be calculated and compared with its carrying amount and an impairment charge will be recognized for the amount that the carrying value exceeds the fair value. Oncocyte continues to operate in one segment and considered to be the sole reporting unit and, therefore, goodwill is tested for impairment at the enterprise level. Oncocyte does not have intangible assets with indefinite useful lives other than goodwill and the acquired IPR&D discussed in Notes 3 and 4. As of June 30, 2023, goodwill has been fully impaired and acquired IPR&D has been partially impaired. |
Long-lived intangible assets | Long-lived intangible assets Long-lived intangible assets, consisting primarily of acquired customer relationships, are stated at acquired cost, less accumulated amortization. Amortization expense is computed using the straight-line method over the estimated useful life of 5 |
Contingent consideration liabilities | Contingent consideration liabilities Certain of Oncocyte’s asset and business acquisitions involve the potential for future payment of consideration to third-parties and former selling shareholders in amounts determined as a percentage of future net revenues generated, or upon attainment of revenue milestones, from Pharma Services or laboratory tests, as applicable, or annual minimum royalties to certain licensors, as provided in the applicable agreements. The fair value of such liabilities is determined using unobservable inputs. These inputs include the estimated amount and timing of projected cash flows and the risk-adjusted discount rate used to present value the cash flows (see Notes 3 and 4). These obligations are referred to as contingent consideration. ASC 805 requires that contingent consideration be estimated and recorded at fair value as of the acquisition date as part of the total consideration transferred. Contingent consideration is an obligation of the acquirer to transfer additional assets or equity interests to the selling shareholders in the future if certain future events occur or conditions are met, such as the attainment of product development milestones. Contingent consideration also includes additional future payments to selling shareholders based on achievement of components of earnings, such as “earn-out” provisions or percentage of future revenues, including royalties paid to the selling shareholders based on a percentage of certain revenues generated. The fair value of contingent consideration after the acquisition date is reassessed by Oncocyte as changes in circumstances and conditions occur, with the subsequent change in fair value recorded in the condensed consolidated statements of operations. Changes in key assumptions can materially affect the estimated fair value of contingent consideration liabilities and, accordingly, the resulting gain or loss that Oncocyte records in its unaudited condensed consolidated interim financial statements. See Notes 3 and 4 for a full discussion of these liabilities. |
Investments in capital stock of privately held companies | Investments in capital stock of privately held companies Oncocyte evaluates whether investments held in common stock of other companies require consolidation of the company under, first, the variable interest entity (“VIE”) model, and then under the voting interest model in accordance with accounting guidance for consolidations under Accounting Standards Codification (“ASC”) 810-10. If consolidation of the entity is not required under either the VIE model or the voting interest model, Oncocyte determines whether the equity method of accounting should be applied in accordance with ASC 323, Investments – Equity Method and Joint Ventures Oncocyte initially records equity method investments at fair value on the date of the acquisition with subsequent adjustments to the investment balance based on Oncocyte’s pro rata share of earnings or losses from the investment. From February 24, 2021, the date of Oncocyte’s acquisition of the remaining interests in Razor, through February 16, 2023 the date of its disposition, Razor entity’s financial statements have been consolidated with Oncocyte. See Notes 3, 4, and 16 for additional information. |
Impairment of long-lived assets | Impairment of long-lived assets Oncocyte assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. Oncocyte’s long-lived assets consist primarily of intangible assets, right-of-use assets for operating leases, customer relationships, and machinery and equipment. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying value of the asset over its fair value, is recorded. See Notes 3, 4, and 16 for additional information with respect to impairments of long-lived assets. See Note 16 for disclosure of machinery and equipment impairment. |
Revenue recognition | Revenue recognition Pursuant to ASC 606, revenues are recognized when control of services performed is transferred to customers, in an amount that reflects the consideration Oncocyte expects to be entitled to in exchange for those services. ASC 606 provides for a five-step model that includes: (i) identifying the contract with a customer, (ii) identifying the performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the performance obligations, and (v) recognizing revenue when, or as, an entity satisfies a performance obligation. Oncocyte determines transaction prices based on the amount of consideration we expect to receive for transferring the promised goods or services in the contract. Consideration may be fixed, variable, or a combination of both. The Company considers any constraints on the variable consideration and includes in the transaction price variable consideration to the extent it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. DetermaRx testing revenue Prior to the Razor Sale Transaction, Oncocyte generated revenue from performing DetermaRx tests on clinical samples through orders received from physicians, hospitals, and other healthcare providers. In determining whether all the revenue recognition criteria (i) through (v) above are met with respect to DetermaRx tests, each test result is considered a single performance obligation and is generally considered complete when the test result is delivered or made available to the prescribing physician electronically, and, as such, there are no shipping or handling fees incurred by Oncocyte or billed to customers. Although Oncocyte has billed a list price for all tests ordered and completed for all payer types, Oncocyte considers constraints on the variable consideration when recognizing revenue for DetermaRx. Because DetermaRx is a novel test and there are no current reimbursement arrangements with third-party payers other than Medicare, the transaction price represents variable consideration. Application of the constraint for variable consideration is an area that requires significant judgment. For all payers other than Medicare, Oncocyte must consider the novelty of the test, the uncertainty of receiving payment, or being subject to claims for a refund, from payers with whom it does not have a sufficient payment collection history or contractual reimbursement agreements. Accordingly, for those payers, Oncocyte has recognized revenue upon payment because it has had insufficient history to reliably estimate payment patterns or has had contractual reimbursement arrangements, or both, in place. As of June 30, 2023, Oncocyte had accounts receivable of $ 1.6 We maintain an allowance for expected credit losses at an amount we estimate to be sufficient to provide adequate protection against losses resulting from extending credit to our customers. We base this allowance, in the aggregate, on historical collection experience, age of receivables and general economic conditions. Our bad debts have not been material and have been within management expectations. During the first quarter of 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 0.2 Pharma services revenue Revenues recognized include Pharma Services performed by Oncocyte’s Insight and Chronix subsidiaries for its pharmaceutical customers, including testing for biomarker discovery, assay design and development, clinical trial support, and a broad spectrum of biomarker tests. These Pharma Services are generally performed under individual scope of work (“SOW”) arrangements or license agreements (together with SOW the “Pharma Services Agreements”) with specific deliverables defined by the customer. Pharma Services are performed on a (i) time and materials basis or (ii) per test completed basis. Upon completion of the service to the customer in accordance with a Pharma Services Agreement, Oncocyte has the right to bill the customer for the agreed upon price (either on a per test or per deliverable basis) and recognizes Pharma Service revenue at that time. Insight identifies each sale of its Pharma Service offering as a single performance obligation. Chronix identifies the processing of test samples as a separate performance obligation (considered a series) within license agreements with customers. Completion of the service and satisfaction of the performance obligation is typically evidenced by access to the report or test made available to the customer or any other form or applicable manner of delivery defined in the Pharma Services Agreements. However, for certain SOWs under which work is performed pursuant to the customer’s highly customized specifications, Oncocyte has the enforceable right to bill the customer for work completed, rather than upon completion of the SOW. For those SOWs, Oncocyte recognizes revenue over a period during which the work is performed using a formula that accounts for expended efforts, generally measured in labor hours, as a percentage of total estimated efforts for the completion of the SOW. As performance obligations are satisfied under the Pharma Services Agreements, any amounts earned as revenue and billed to the customer are included in accounts receivable. Any revenues earned but not yet billed to the customer as of the date of Oncocyte’s condensed consolidated financial statements are recorded as contract assets and are included in prepaids and other current assets as of the financial statement date. Amounts recorded in contract assets are reclassified to accounts receivable in Oncocyte’s condensed consolidated financial statements when the customer is invoiced according to the billing schedule in the contract. Oncocyte establishes credit loss reserve accounts based on the evaluation of the collectability of its Pharma Services accounts receivables after considering a variety of factors, including the length of time receivables are past due, significant events that may impair the customer’s ability to pay, such as a bankruptcy filing or deterioration in the customer’s operating results or financial position, reasonable and supportable forecast that affect the collectability of the reported amount, and historical experience. If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. Oncocyte continuously monitors collections and payments from customers and maintains a provision for estimated credit losses and uncollectible accounts, if any, based upon its historical experience and any specific customer collection issues that have been identified. Amounts determined to be uncollectible are written off against the credit loss reserve accounts. As of June 30, 2023, Oncocyte has not recorded any losses or credit loss reserve accounts on its account receivables from Pharma Services. As of June 30, 2023, Oncocyte had accounts receivable from Pharma Services customers of $ 0.3 0.3 Licensing revenue Revenues recognized include licensing revenue derived from agreements with customers for exclusive rights to market Oncocyte’s proprietary testing technology. Under the agreements, Oncocyte grants exclusive rights to certain trademarks and technology of Oncocyte for the purpose of marketing Oncocyte’s tests within a defined geographic territory. A license agreement may specify milestone deliverables or performance obligations, for which Oncocyte recognizes revenue when its licensee confirms the completion of Oncocyte’s performance obligation. A licensing agreement may also include ongoing sales support from Oncocyte and typically includes non-refundable licensing fees and per-test Pharma Services revenues discussed above, for which Oncocyte treats the licensing of the technology, trademarks, and ongoing support as a single performance obligation satisfied by the passage of time over the term of the agreement. |
Cost of revenues | Cost of revenues Cost of revenues generally consists of cost of materials, direct labor including benefits, bonus and stock-based compensation, equipment and infrastructure expenses, clinical sample related costs associated with performing DetermaRx tests and Pharma Services, providing deliverables according to our licensing agreements, license fees due to third parties, and amortization of acquired intangible assets such as the Razor asset and customer relationship intangible assets. Infrastructure expenses include depreciation of laboratory equipment, allocated rent costs, leasehold improvements, and allocated information technology costs for operations at Oncocyte’s CLIA laboratories in California and Tennessee. Costs associated with generating the revenues are recorded as the tests or services are performed regardless of whether revenue was recognized. Royalties or revenue share payments for licensed technology calculated as a percentage of revenues generated using the associated technology are recorded as expenses at the time the related revenues are recognized. |
Research and development expenses | Research and development expenses Research and development expenses are comprised of costs incurred to develop technology, which include salaries and benefits (including stock-based compensation), laboratory expenses (including reagents and supplies used in research and development laboratory work), infrastructure expenses (including allocated facility occupancy costs), and contract services and other outside costs. Indirect research and development expenses are allocated primarily based on headcount, as applicable, and include rent and utilities, common area maintenance, telecommunications, property taxes, and insurance. Research and development costs are expensed as incurred. |
Sales and marketing expenses | Sales and marketing expenses Sales and marketing expenses consist primarily of personnel costs and related benefits, including stock-based compensation, trade show expenses, branding and positioning expenses, and consulting fees. Sales and marketing expenses also include indirect expenses for applicable overhead allocated based on headcount, and include allocated costs for rent and utilities, common area maintenance, telecommunications, property taxes, and insurance. |
General and administrative expenses | General and administrative expenses General and administrative expenses consist primarily of compensation and related benefits (including stock-based compensation) for executive and corporate personnel, professional and consulting fees, rent and utilities, common area maintenance, telecommunications, property taxes, and insurance. |
Net loss per common share | Net loss per common share Basic loss per share is computed by dividing the net loss applicable to common stockholders after deducting cumulative unpaid dividends and accretion of the preferred stock, by the weighted average number of shares of common stock outstanding during the year. Diluted loss per share is computed by dividing the net loss applicable to common stockholders after deducting cumulative unpaid dividends and accretion of the preferred stock, by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method or the if-converted method, or the two-class method for participating securities, whichever is more dilutive. Potential common shares are excluded from the computation if their effect is antidilutive. All common stock equivalents are antidilutive because Oncocyte reported a net loss for all periods presented. The following table presents the calculation of basic and diluted loss per share of common stock (in thousands): Schedule of Common Stock Computation of Diluted Net Loss Per Share of Common Stock 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Numerator: Net loss attributable to Oncocyte Corporation $ (8,333 ) $ (8,300 ) $ (5,300 ) $ (18,591 ) Dividend on Series A redeemable convertible preferred stock (76 ) (29 ) (166 ) (29 ) Accretion of Series A redeemable convertible preferred stock (117 ) (43 ) (257 ) (43 ) Deemed dividend on Series A redeemable convertible preferred stock (118 ) - (118 ) - Net loss attributable to common stockholders - Basic and Diluted $ (8,644 ) $ (8,372 ) $ (5,841 ) $ (18,663 ) Net loss attributable to common stockholders - Basic $ (8,644 ) $ (8,372 ) $ (5,841 ) $ (18,663 ) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders - Basic and Diluted 8,090 5,652 7,030 5,135 Basic and diluted net loss per common share $ (1.07 ) $ (1.48 ) $ (0.83 ) $ (3.63 ) Basic net loss per common share $ (1.07 ) $ (1.48 ) $ (0.83 ) $ (3.63 ) Anti-dilutive potential common shares excluded from the computation of diluted net loss per common share: Stock options 483 731 549 657 RSUs 7 - 10 - Warrants 820 845 820 845 Series A redeemable convertible preferred stock 5 6 5 6 Total 1,315 1,582 1,384 1,508 Anti-dilutive potential common shares excluded from the computation of diluted net loss per common share 1,315 1,582 1,384 1,508 |
Leases | Leases Oncocyte accounts for leases in accordance with ASC 842, Leases During prior years, Oncocyte entered into various operating leases and an embedded operating lease in accordance with ASC 842 discussed in Note 10. Oncocyte’s accounting for financing leases remained substantially unchanged. |
Accounting for Lineage and AgeX shares of common stock | Accounting for Lineage and AgeX shares of common stock Oncocyte accounts for the shares of Lineage and AgeX common stock it holds as marketable equity securities in accordance with ASC 320-10-25, Investments – Debt and Equity Securities Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities As of June 30, 2023 and December 31, 2022, Oncocyte held 353,264 35,326 0.5 0.4 |
Recent accounting pronouncements | Recent accounting pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Measurement of Financial Assets and Liabilities | The following table presents the Company’s assets and liabilities, measured and recognized at fair value on a recurring basis, classified under the appropriate level of the fair value hierarchy as of June 30, 2023 (in thousands): Schedule of Fair Value Measurement of Financial Assets and Liabilities As of June 30, 2023 Total carrying and estimated fair value Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant other observable inputs (Level 3) Assets: Marketable equity securities $ 530 $ 530 $ - $ - Total $ 530 $ 530 $ - $ - Liabilities: Contingent consideration liabilities $ 29,150 $ - $ - $ 29,150 Total $ 29,150 $ - $ - $ 29,150 The following table presents the Company’s assets and liabilities, measured and recognized at fair value on a recurring basis, classified under the appropriate level of the fair value hierarchy as of December 31, 2022 (in thousands): As of December 31, 2022 Total carrying and estimated fair value Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant other observable inputs (Level 3) Assets: Marketable equity securities $ 433 $ 433 $ - $ - Total $ 433 $ 433 $ - $ - Liabilities: Contingent consideration liabilities $ 45,662 $ - $ - $ 45,662 Total $ 45,662 $ - $ - $ 45,662 |
Schedule of Cash and Cash Equivalents and Restricted Cash | Schedule of Cash and Cash Equivalents and Restricted Cash June 30, December 31, 2023 2022 Cash and cash equivalents $ 17,368 $ 19,993 Restricted cash 1,700 1,700 Cash from discontinuing operations - 1,510 Cash, cash equivalents and restricted cash shown in the statements of cash flows $ 19,068 $ 23,203 |
Schedule of Common Stock Computation of Diluted Net Loss Per Share of Common Stock | All common stock equivalents are antidilutive because Oncocyte reported a net loss for all periods presented. The following table presents the calculation of basic and diluted loss per share of common stock (in thousands): Schedule of Common Stock Computation of Diluted Net Loss Per Share of Common Stock 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Numerator: Net loss attributable to Oncocyte Corporation $ (8,333 ) $ (8,300 ) $ (5,300 ) $ (18,591 ) Dividend on Series A redeemable convertible preferred stock (76 ) (29 ) (166 ) (29 ) Accretion of Series A redeemable convertible preferred stock (117 ) (43 ) (257 ) (43 ) Deemed dividend on Series A redeemable convertible preferred stock (118 ) - (118 ) - Net loss attributable to common stockholders - Basic and Diluted $ (8,644 ) $ (8,372 ) $ (5,841 ) $ (18,663 ) Net loss attributable to common stockholders - Basic $ (8,644 ) $ (8,372 ) $ (5,841 ) $ (18,663 ) Denominator: Weighted average shares used in computing net loss per share attributable to common stockholders - Basic and Diluted 8,090 5,652 7,030 5,135 Basic and diluted net loss per common share $ (1.07 ) $ (1.48 ) $ (0.83 ) $ (3.63 ) Basic net loss per common share $ (1.07 ) $ (1.48 ) $ (0.83 ) $ (3.63 ) Anti-dilutive potential common shares excluded from the computation of diluted net loss per common share: Stock options 483 731 549 657 RSUs 7 - 10 - Warrants 820 845 820 845 Series A redeemable convertible preferred stock 5 6 5 6 Total 1,315 1,582 1,384 1,508 Anti-dilutive potential common shares excluded from the computation of diluted net loss per common share 1,315 1,582 1,384 1,508 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Contingent Consideration Liability | The following table shows the Insight Merger Date contractual payment amounts, as applicable, and the corresponding fair value of each respective Contingent Consideration liability (in thousands): Schedule of Fair Value of Contingent Consideration Liability Fair Contractual Value on the Value Merger Date Milestone 1 $ 1,500 $ 1,340 Milestone 2 3,000 1,830 Milestone 3 (a) 1,500 770 Royalty 1 (b) See(b) 5,980 Royalty 2 (b) See(b) 1,210 Total $ 6,000 $ 11,130 (a) Indicates the maximum payable if the Milestone is achieved. (b) As defined, Royalty Payments are based on a percentage of future revenues of DetermaIO and Pharma Services over their respective useful life, accordingly there is no fixed contractual value for the Royalty Contingent Consideration. |
Insight Merger [Member] | |
Business Acquisition [Line Items] | |
Schedule of Contingent Consideration, Measured at Fair Value | The following tables reflect the activity for Oncocyte’s Contingent Consideration for the six months ended June 30, 2023 and 2022, measured at fair value using Level 3 inputs (in thousands): Schedule of Contingent Consideration, Measured at Fair Value Fair Value Balance at December 31, 2021 $ 7,060 Change in estimated fair value 1,400 Balance at June 30, 2022 $ 8,460 Fair Value Balance at December 31, 2022 $ 5,370 Change in estimated fair value (2,500 ) Balance at June 30, 2023 $ 2,870 |
Chronix Merger [Member] | |
Business Acquisition [Line Items] | |
Schedule of Contingent Consideration, Measured at Fair Value | The following tables reflect the activity for Oncocyte’s Contingent Consideration for the six months ended June 30, 2023 and June 30, 2022, measured at fair value using Level 3 inputs (in thousands): Schedule of Contingent Consideration, Measured at Fair Value Fair Value Balance at December 31, 2021 $ 69,621 Change in estimated fair value (12,415 ) Balance at June 30, 2022 $ 57,206 Fair Value Balance at December 31, 2022 $ 40,292 Change in estimated fair value (14,012 ) Balance at June 30, 2023 $ 26,280 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | At June 30, 2023 and December 31, 2022, intangible assets, net, consisted of the following (in thousands): Schedule of Goodwill and Intangible Assets June 30, 2023 December 31, 2022 Intangible assets: Acquired IPR&D - DetermaIO (1) $ 9,700 $ 14,650 Acquired IPR&D - DetermaCNI and VitaGraft (2) 46,800 46,800 Intangible assets subject to amortization: Acquired intangible assets - customer relationship 440 440 Total intangible assets 56,940 61,890 Accumulated amortization - customer relationship (3) (301 ) (257 ) Intangible assets, net $ 56,639 $ 61,633 (1) See Note 3 for information on the Insight Merger. (2) See Note 3 for information on the Chronix Merger. (3) Amortization of intangible assets is included in “Cost of revenues – amortization of acquired intangibles” on the condensed consolidated statements of operations because the intangible assets pertain directly to the revenues generated from the acquired intangibles. |
Schedule of Intangible Assets Future Amortization Expense | Future amortization expense of intangible assets subject to amortization is expected to be the following (in thousands): Schedule of Intangible Assets Future Amortization Expense Amortization Year ending December 31, 2023 $ 44 2024 88 2025 7 Total $ 139 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Assumptions Used to Calculate Fair Value of Stock Options | Schedule of Assumptions Used to Calculate Fair Value of Stock Options Risk-free interest rates 2.72 % Expected term (in years) 2.6 Volatility 95.0 % Grant date fair value of awards granted during the period $ 22.60 |
Summary of Stock Option Activity | A summary of Oncocyte’s 2018 Incentive Plan activity and related information follows (in thousands except weighted average exercise price): Summary of Stock Option Activity Shares Number Number Weighted Available of Options of RSUs Average for Grant Outstanding Outstanding Exercise Price Balance at December 31, 2022 442 428 22 $ 59.23 RSUs vested - - (11 ) $ - RSUs granted (10 ) - 5 $ - Options granted (178 ) 178 - $ 7.72 Options forfeited/cancelled 150 (150 ) - $ - RSUs forfeited/cancelled 2 - (1 ) $ - Performance RSUs forfeited/cancelled 15 - (8 ) $ - Balance at June 30, 2023 421 456 7 $ 38.33 Options exercisable at June 30, 2023 199 $ 89.54 |
Summary of Stock-based Compensation Expense | Oncocyte recorded stock-based compensation expense in the following categories on the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 (unaudited and in thousands): Summary of Stock-based Compensation Expense 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Cost of revenues $ 2 $ - $ 12 $ - Research and development 309 201 632 381 Sales and marketing 62 - 139 29 General and administrative 461 1,283 867 2,463 Discontinuing operations - 748 18 1,369 Total stock-based compensation expense $ 834 $ 2,232 $ 1,668 $ 4,242 |
Schedule of Assumptions Used to Calculate Fair Value of Stock Options | The assumptions that were used to calculate the grant date fair value of Oncocyte’s employee and non-employee stock option grants for the six months ended June 30, 2023 and 2022 were as follows: Schedule of Assumptions Used to Calculate Fair Value of Stock Options Six Months Ended June 30, 2023 2022 Expected life (in years) 6.25 6.01 Risk-free interest rates 3.76 % 2.24 % Volatility 105.99 % 106.98 % Dividend yield 0 % 0 % |
2010 Plan Activity [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock Option Activity | A summary of Oncocyte’s 2010 Plan activity and related information follows (in thousands except weighted average exercise price): Summary of Stock Option Activity Shares Number Weighted Available of Options Average Options for Grant Outstanding Exercise Price Balance at December 31, 2022 - 30 $ 80.78 Options exercised - - $ - Options forfeited, cancelled and expired - (1 ) $ - Balance at June 30, 2023 - 29 $ 80.58 Exercisable at June 30, 2023 29 $ 80.58 |
Disaggregation of Revenues an_2
Disaggregation of Revenues and Concentration Risk (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Consolidated Revenues Generated by Unaffiliated Customers | The following table presents the percentage of consolidated revenues generated by unaffiliated customers that individually represent greater than ten percent of consolidated revenues: Schedule of Consolidated Revenues Generated by Unaffiliated Customers Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Pharma services - Company A 68 % - * 27 % - * Pharma services - Company B - * - * 14 % - * Discontinuing operations - * 89 % 38 % 82 % * Less than 10% |
Schedule of Consolidated Revenues Attributable to Products or Services | The following table presents the percentage of consolidated revenues by products or services classes: Schedule of Consolidated Revenues Attributable to Products or Services Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Pharma Services 94 % 11 % 62 % 18 % DetermaRx™ 6 % 0 % 3 % 0 % Discontinuing operations 0 % 89 % 35 % 82 % Total 100 % 100 % 100 % 100 % |
Schedule of Percentage of Consolidated Revenues Attributable to Geographical Locations | The following table presents the percentage of consolidated revenues attributable to geographical locations: Schedule of Percentage of Consolidated Revenues Attributable to Geographical Locations 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 United States – Pharma Services 74 % 50 % 39 % 65 % Outside of the United States – Pharma Services 20 % 2 % 23 % 5 % DetermaRx™ 6 % 0 % 3 % 0 % Discontinuing operations – Outside of the United States – Licensing 0 % 48 % 0 % 30 % Discontinuing operations – United States – DetermaRx™ 0 % 0 % 35 % 0 % Total 100 % 100 % 100 % 100 % |
Right-of-use assets, machiner_2
Right-of-use assets, machinery and equipment, net, and construction in progress (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Right-of-use Assets, Machinery and Equipment, Net, and Construction in Progress | As of June 30, 2023 and December 31, 2022, right-of-use assets, machinery and equipment, net, and construction in progress were as follows (in thousands): Schedule of Right-of-use Assets, Machinery and Equipment, Net, and Construction in Progress June 30, 2023 December 31, 2022 Right-of-use assets (1) 4,036 3,499 Machinery and equipment 8,644 9,408 Accumulated depreciation and amortization (5,310 ) (4,196 ) Right-of-use assets, machinery and equipment, net 7,370 8,711 Construction in progress 518 2,140 Right-of-use assets, machinery and equipment, net, and construction in progress 7,888 10,851 Right-of-use assets, machinery and equipment, net, and construction in progress from discontinuing operations - 211 Right-of-use assets, machinery and equipment, net, and construction in progress 7,888 11,062 (1) Oncocyte recorded certain right-of-use assets and liabilities for operating leases in accordance with ASC 842 (see Note 10). |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Operating and Financing Lease | The following table presents supplemental cash flow information related to operating and financing leases for the six months ended June 30, 2023 and 2022 (in thousands): Schedule of Supplemental Cash Flow Information Related to Operating and Financing Lease 2023 2022 Six Months Ended June 30, 2023 2022 Cash paid for amounts included in the measurement of financing lease liabilities: Operating cash flows from operating leases $ 538 $ 564 Operating cash flows from financing leases $ 5 $ 12 Financing cash flows from financing leases $ 57 $ 51 |
Schedule of Supplemental Balance Sheet Information Related to Operating and Financing Leases | The following table presents supplemental balance sheets information related to operating and financing leases as of June 30, 2023 and June 30, 2022 (in thousands, except lease term and discount rate): Schedule of Supplemental Balance Sheet Information Related to Operating and Financing Leases June 30, 2023 June 30, 2022 Operating lease Right-of-use assets, net $ 1,855 $ 2,343 Right-of-use lease liabilities, current $ 677 $ 728 Right-of-use lease liabilities, noncurrent 2,398 3,075 Total operating lease liabilities $ 3,075 $ 3,803 Financing lease Machinery and equipment $ 536 $ 537 Accumulated depreciation (500 ) (391 ) Machinery and equipment, net $ 36 $ 146 Current liabilities $ 60 $ 110 Noncurrent liabilities - 60 Total financing lease liabilities $ 60 $ 170 Weighted average remaining lease term Operating lease 4.1 4.9 Financing lease 0.5 1.5 Weighted average discount rate Operating lease 11.28 % 11.20 % Financing lease 11.55 % 11.55 % |
Schedule of Future Minimum Lease Commitments for Operating and Financing Leases | Future minimum lease commitments are as follows (in thousands): Schedule of Future Minimum Lease Commitments for Operating and Financing Leases Operating Financing Leases Leases Year Ending December 31, 2023 $ 510 $ 62 2024 $ 903 $ - 2025 $ 869 $ - 2026 $ 899 $ - 2027 $ 695 $ - Total minimum lease payments $ 3,876 $ 62 Less amounts representing interest $ (801 ) $ (2 ) Present value of net minimum lease payments $ 3,075 $ 60 |
Assets Held for Sale and Disc_2
Assets Held for Sale and Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of Assets and Liabilities of Disposal Group Held for Sale | The following table represents the results of the discontinued operation of Razor (in thousands): Schedule of Discontinued Operations Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Net revenue $ - $ 1,830 $ 421 $ 2,874 Cost of revenues - 2,175 507 3,999 Research and development - 3,130 702 6,251 Sales and marketing - 3,395 498 6,366 General and administrative - 66 329 72 Loss from impairment of held for sale assets - - 1,311 - Net loss from discontinued operations $ - $ (6,936 ) $ (2,926 ) $ (13,814 ) |
Discontinued Operations, Held-for-Sale [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule of Assets and Liabilities of Disposal Group Held for Sale | The following table represents the carrying amounts of the held for sale related assets and liabilities as of June 30, 2023 and carrying amounts of the held for sale related assets and liabilities of discontinued operations as of December 31, 2022 (in thousands): Schedule of Assets and Liabilities of Disposal Group Held for Sale June 30, December 31, 2023 2022 ASSETS CURRENT ASSETS Cash and cash equivalents $ - $ 1,510 Prepaid expenses and other current assets - 346 Machinery and equipment, net, and construction in progress - 211 Intangible assets, net - 25,920 Impairment of held for sale assets - (25,866 ) TOTAL ASSETS $ - $ 2,121 LIABILITIES Accounts payable $ 135 $ 492 Accrued compensation - 248 Accrued expenses and other current liabilities - 1,265 Total current liabilities 135 2,005 TOTAL LIABILITIES $ 135 $ 2,005 The following table summarizes cash used related to Razor as of and for the six months ended June 30, 2023 and 2022 (in thousands): Six Months Ended June 30, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net cash used in operating activities $ (4,357 ) $ (10,549 ) CASH FLOWS FROM INVESTING ACTIVITIES: Net cash used in investing activities $ - $ (96 ) |
Organization, Description of _2
Organization, Description of the Business and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 24 Months Ended | |||||||||||||||||
Jul. 24, 2023 | Apr. 05, 2023 | Apr. 03, 2023 | Feb. 16, 2023 | Feb. 16, 2023 | Dec. 15, 2022 | Dec. 15, 2022 | Jun. 01, 2022 | Apr. 19, 2022 | Apr. 13, 2022 | Apr. 12, 2022 | Apr. 05, 2022 | Jun. 11, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Feb. 23, 2021 | |
Common stock, shares authorized | 230,000,000 | 230,000,000 | 230,000,000 | 230,000,000 | ||||||||||||||||
Accumulated deficit | $ 265,976,000 | $ 265,976,000 | $ 265,976,000 | $ 260,676,000 | ||||||||||||||||
Cash and cash equivalents | 17,368,000 | 17,368,000 | 17,368,000 | 19,993,000 | ||||||||||||||||
Marketable equity securities fair value | $ 530,000 | 530,000 | $ 530,000 | $ 433,000 | ||||||||||||||||
Net proceeds | $ 32,423,000 | $ 32,453,000 | ||||||||||||||||||
Proceeds from issuance of common stock | $ 13,848,000 | $ 32,812,000 | ||||||||||||||||||
Purchase of warrant | 819,767 | 819,767 | 819,767 | |||||||||||||||||
Net proceeds to immediately redeem | ||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Convertible preferred shares | 11,765 | 588.23529 | ||||||||||||||||||
Conversion price | $ 30.60 | |||||||||||||||||||
BTIG, LLC [Member] | ||||||||||||||||||||
Gross proceeds from offering | $ 6,270,000 | |||||||||||||||||||
Fair value of common stock sold | 56,167 | |||||||||||||||||||
Sale of stock, price per share | $ 111.60 | $ 111.60 | $ 111.60 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Reverse stock split | 1-for-20 reverse stock split | |||||||||||||||||||
Common stock, shares authorized | 230,000,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Purchase of warrant | 1,313,000 | 1,314,000 | ||||||||||||||||||
Common stock, shares authorized | 230,000,000 | 230,000,000 | 230,000,000 | 230,000,000 | ||||||||||||||||
Net proceeds | $ 32,423,000 | $ 32,453,000 | ||||||||||||||||||
Shares issued price per share | $ 0.20 | |||||||||||||||||||
Net proceeds to immediately redeem | ||||||||||||||||||||
Razor Stock Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||
Purchase of warrant | 1,366,364 | |||||||||||||||||||
Razor Stock Purchase Agreement [Member] | Common Stock [Member] | Dragon [Member] | ||||||||||||||||||||
Purchase of warrant | 3,188,181 | |||||||||||||||||||
At The Market Sales Agreement [Member] | BTIG, LLC [Member] | ||||||||||||||||||||
Gross proceeds from offering | $ 50,000,000 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Series A Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||||
Purchase of warrant | 11,765 | |||||||||||||||||||
Convertible preferred shares | 384,477 | |||||||||||||||||||
Conversion price | $ 30.60 | |||||||||||||||||||
Net proceeds | $ 850 | |||||||||||||||||||
Preferred stock stated value per share | $ 1,000 | |||||||||||||||||||
Proceeds from issuance of common stock | $ 10,000,000 | $ 4,900,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Series A Redeemable Convertible Preferred Stock [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||
Net proceeds | $ 5,000,000 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Series A Redeemable Convertible Preferred Stock [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||
Proceeds from issuance of common stock | 4,900,000 | |||||||||||||||||||
Securities Purchase Agreement [Member] | Series A Preferred Stock [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 4,900,000 | |||||||||||||||||||
Underwriting Agreement [Member] | ||||||||||||||||||||
Purchase of warrant | 196,998 | |||||||||||||||||||
Shares issued price per share | $ 24.85 | |||||||||||||||||||
Underwriting Agreement [Member] | Underwriter [Member] | Series A Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||||
Purchase of warrant | 1,313,320 | |||||||||||||||||||
Purchase of warrant | 1,313,320 | |||||||||||||||||||
Underwriting Agreement [Member] | Underwriter [Member] | Series A Redeemable Convertible Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||||||
Purchase of warrant | 656,660 | |||||||||||||||||||
Underwriting Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||
Purchase of warrant | 98,499 | |||||||||||||||||||
Underwriting Agreement [Member] | Common Stock [Member] | Underwriter [Member] | Series A Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||||
Net proceeds | $ 32,800,000 | |||||||||||||||||||
Registered Direct Offering [Member] | ||||||||||||||||||||
Proceeds from issuance of common stock | $ 13,900,000 | |||||||||||||||||||
Registered Direct Offering [Member] | Maximum [Member] | ||||||||||||||||||||
Purchase of warrant | 2,278,121 | |||||||||||||||||||
Registered Direct Offering [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||
Net proceeds to immediately redeem | $ 1,100,000 | $ 1,100,000 | ||||||||||||||||||
Number of stock redeem | 1,064 | |||||||||||||||||||
Registered Direct Offering [Member] | Series B Preferred Stock [Member] | ||||||||||||||||||||
Net proceeds to immediately redeem | $ 1,100,000 | |||||||||||||||||||
Number of stock redeem | 1,064 | |||||||||||||||||||
Registered Direct Offering [Member] | Board Members [Member] | ||||||||||||||||||||
Shares issued price per share | $ 7.08 | |||||||||||||||||||
Registered Direct Offering [Member] | Board Members [Member] | Maximum [Member] | ||||||||||||||||||||
Purchase of warrant | 2,278,121 | |||||||||||||||||||
Registered Direct Offering [Member] | Other Investors [Member] | ||||||||||||||||||||
Shares issued price per share | $ 6.03 | |||||||||||||||||||
Razor Genomics, Inc. [Member] | ||||||||||||||||||||
Equity interest | 25% | |||||||||||||||||||
Dragon Scientific LLC [Member] | Razor Stock Purchase Agreement [Member] | ||||||||||||||||||||
Equity interest | 70% | 70% | ||||||||||||||||||
Purchase of warrant | 3,188,181 | |||||||||||||||||||
Razor [Member] | Razor Stock Purchase Agreement [Member] | ||||||||||||||||||||
Equity interest | 30% | 30% | ||||||||||||||||||
Razor [Member] | Razor Stock Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||
Equity interest | 30% | 30% | ||||||||||||||||||
Purchase of warrant | 1,366,364 | |||||||||||||||||||
Razor [Member] | Razor Stock Purchase Agreement [Member] | Common Stock [Member] | Dragon [Member] | ||||||||||||||||||||
Equity interest | 70% | 70% | 70% | 70% |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurement of Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Assets, Fair Value Disclosure | $ 530 | $ 433 |
Liabilities, Fair Value Disclosure | 29,150 | 45,662 |
Fair Value, Inputs, Level 1 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Assets, Fair Value Disclosure | 530 | 433 |
Liabilities, Fair Value Disclosure | ||
Fair Value, Inputs, Level 2 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Assets, Fair Value Disclosure | ||
Liabilities, Fair Value Disclosure | ||
Fair Value, Inputs, Level 3 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Assets, Fair Value Disclosure | ||
Liabilities, Fair Value Disclosure | 29,150 | 45,662 |
Marketable Equity Securities [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Assets, Fair Value Disclosure | 530 | 433 |
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Assets, Fair Value Disclosure | 530 | 433 |
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Assets, Fair Value Disclosure | ||
Marketable Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Assets, Fair Value Disclosure | ||
Contingent Consideration Liabilities [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Liabilities, Fair Value Disclosure | 29,150 | 45,662 |
Contingent Consideration Liabilities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Liabilities, Fair Value Disclosure | ||
Contingent Consideration Liabilities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Liabilities, Fair Value Disclosure | ||
Contingent Consideration Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Liabilities, Fair Value Disclosure | $ 29,150 | $ 45,662 |
Schedule of Cash and Cash Equiv
Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 17,368 | $ 19,993 |
Restricted cash | 1,700 | 1,700 |
Cash from discontinuing operations | 1,510 | |
Cash, cash equivalents and restricted cash shown in the statements of cash flows | $ 19,068 | $ 23,203 |
Schedule of Common Stock Comput
Schedule of Common Stock Computation of Diluted Net Loss Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net loss attributable to Oncocyte Corporation | $ (8,333) | $ (8,300) | $ (5,300) | $ (18,591) |
Dividend on Series A redeemable convertible preferred stock | (76) | (29) | (166) | (29) |
Accretion of Series A redeemable convertible preferred stock | (117) | (43) | (257) | (43) |
Deemed dividend on Series A redeemable convertible preferred stock | (118) | (118) | ||
Net loss attributable to common stockholders - Basic | (8,644) | (8,372) | (5,841) | (18,663) |
Net income (loss) attributable to common stockholders - diluted | $ (8,644) | $ (8,372) | $ (5,841) | $ (18,663) |
Weighted average number of shares outstanding, basic | 8,090 | 5,652 | 7,030 | 5,135 |
Weighted average number of shares outstanding, diluted | 8,090 | 5,652 | 7,030 | 5,135 |
Basic net loss per common share | $ (1.07) | $ (1.48) | $ (0.83) | $ (3.63) |
Earnings Per Share, diluted | $ (1.07) | $ (1.48) | $ (0.83) | $ (3.63) |
Anti-dilutive potential common shares excluded from the computation of diluted net loss per common share | 1,315,000 | 1,582,000 | 1,384,000 | 1,508,000 |
Equity Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive potential common shares excluded from the computation of diluted net loss per common share | 483,000 | 731,000 | 549,000 | 657,000 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive potential common shares excluded from the computation of diluted net loss per common share | 7,000 | 10,000 | ||
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive potential common shares excluded from the computation of diluted net loss per common share | 820,000 | 845,000 | 820,000 | 845,000 |
Series A Redeemable Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive potential common shares excluded from the computation of diluted net loss per common share | 5,000 | 6,000 | 5,000 | 6,000 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||
Increase (decrease) in asset, held-for-sale | $ (191) | ||
Inventory write down | 200 | ||
Asset impairment charges | $ 1,300 | ||
Long-lived intangible assets, useful life | 5 years | ||
Provision for doubtful accounts | $ 200 | $ 200 | |
Fair value of equity securities | $ 530 | $ 433 | |
Lineage and AgeX [Member] | |||
Product Information [Line Items] | |||
Common stock, shares held as available for sale securities | 353,264 | 35,326 | |
Fair value of equity securities | $ 500 | $ 400 | |
Pharma Services [Member] | |||
Product Information [Line Items] | |||
Accounts receivable | 300 | $ 300 | |
Medicare for DetermaRx and Medicare Advantage for DetermaRx [Member] | |||
Product Information [Line Items] | |||
Accounts receivable | 1,600 | ||
Various Agreements [Member] | |||
Product Information [Line Items] | |||
Increase (decrease) in asset, held-for-sale | $ 600 |
Schedule of Fair Value of Conti
Schedule of Fair Value of Contingent Consideration Liability (Details) $ in Thousands | Jun. 30, 2023 USD ($) | |
Business Acquisition [Line Items] | ||
Contractual Value | $ 6,000 | |
Fair Value on the Merger Date | 11,130 | |
Milestone 1 [Member] | ||
Business Acquisition [Line Items] | ||
Contractual Value | 1,500 | |
Fair Value on the Merger Date | 1,340 | |
Milestone 2 [Member] | ||
Business Acquisition [Line Items] | ||
Contractual Value | 3,000 | |
Fair Value on the Merger Date | 1,830 | |
Milestone 3 [Member] | ||
Business Acquisition [Line Items] | ||
Contractual Value | 1,500 | [1] |
Fair Value on the Merger Date | 770 | [1] |
Royalty 1 [Member] | ||
Business Acquisition [Line Items] | ||
Fair Value on the Merger Date | 5,980 | [2] |
Royalty 2 [Member] | ||
Business Acquisition [Line Items] | ||
Fair Value on the Merger Date | $ 1,210 | [2] |
[1]Indicates the maximum payable if the Milestone is achieved.[2]As defined, Royalty Payments are based on a percentage of future revenues of DetermaIO and Pharma Services over their respective useful life, accordingly there is no fixed contractual value for the Royalty Contingent Consideration. |
Schedule of Contingent Consider
Schedule of Contingent Consideration, Measured at Fair Value (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||
Ending balance | $ 11,130 | |
Fair Value, Inputs, Level 3 [Member] | Insight Merger [Member] | ||
Business Acquisition [Line Items] | ||
Beginning balance | 5,370 | $ 7,060 |
Change in estimated fair value | (2,500) | 1,400 |
Ending balance | 2,870 | 8,460 |
Fair Value, Inputs, Level 3 [Member] | Chronix Merger [Member] | ||
Business Acquisition [Line Items] | ||
Beginning balance | 40,292 | 69,621 |
Change in estimated fair value | (14,012) | (12,415) |
Ending balance | $ 26,280 | $ 57,206 |
Business Combinations (Details
Business Combinations (Details Narrative) - USD ($) $ in Millions | 6 Months Ended | ||||
Feb. 08, 2023 | Apr. 15, 2021 | Jun. 30, 2023 | Dec. 15, 2022 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||||
Fair value | $ 2.5 | ||||
Chronix Biomedical Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Net deferred tax liabilities | 2.2 | ||||
Goodwill | 9.5 | ||||
Oncocyte Corp [Member] | Development Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Outstanding equity | 25% | ||||
Oncocyte Corp [Member] | Sublicense Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Outstanding equity | 25% | ||||
Razor Genomics, Inc. [Member] | Development Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Clinical trial expense reserve amount | 4 | ||||
Razor Genomics, Inc. [Member] | Oncocyte Corp [Member] | |||||
Business Acquisition [Line Items] | |||||
Outstanding equity | 70% | ||||
Chronix Biomedical Inc [Member] | Merger Agreement [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination consideration transferred | $ 14 | ||||
Earnout percentage on collections for sales | 15% | ||||
Earnout percentage on collections for sale or license | 75% | ||||
Chronix Equity [Member] | Merger Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Earnout percentage on collections for sales | 10% | ||||
Gross proceeds percentage | 5% | ||||
Chronix Milestone [Member] | Merger Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Royalty payments | 15% | ||||
Chronix [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value | $ 14 |
Schedule of Goodwill and Intang
Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible assets | $ 56,940 | $ 61,890 | |
Intangible assets, net | 56,639 | 61,633 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired intangible assets | 440 | 440 | |
Finite-lived intangible assets, accumulated amortization | [1] | (301) | (257) |
DetermaIO [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets acquired IPR&D | [2] | 9,700 | 14,650 |
DetermaCNI and VitaGraft [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets acquired IPR&D | [3] | $ 46,800 | $ 46,800 |
[1]Amortization of intangible assets is included in “Cost of revenues – amortization of acquired intangibles” on the condensed consolidated statements of operations because the intangible assets pertain directly to the revenues generated from the acquired intangibles.[2]See Note 3 for information on the Insight Merger.[3]See Note 3 for information on the Chronix Merger. |
Schedule of Intangible Assets F
Schedule of Intangible Assets Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 44 |
2024 | 88 |
2025 | 7 |
Total | $ 139 |
Intangible Assets, net (Details
Intangible Assets, net (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Impairment of intangible | $ 4,950 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||
Apr. 05, 2023 | Apr. 03, 2023 | Jul. 15, 2022 | Jun. 01, 2022 | Apr. 13, 2022 | Apr. 05, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||||||||
Preferred stock offering | $ 32,423,000 | $ 32,453,000 | |||||||||
Net proceeds | $ 13,848,000 | $ 32,812,000 | |||||||||
Conversion of stock, description | The holder will be prohibited from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the shares of common stock then issued and outstanding (provided a holder may elect, at the first closing, to increase such beneficial ownership limitation solely as to itself up to 19.99% of the number of shares of common stock outstanding immediately after giving effect to the conversion, provided further that following the receipt of shareholder approval required by applicable Nasdaq rules with respect to the issuance of common stock that would exceed the beneficial ownership limitation, such beneficial ownership limitation will no longer apply to the holder if the holder notified the Company that the holder wishes the Company to seek such shareholder approval) | A holder is prohibited from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the shares of our common stock then issued and outstanding (provided a holder may elect, at the first closing, to increase such beneficial ownership limitation solely as to itself up to 19.99% of the number of shares of our common stock outstanding immediately after giving effect to the conversion, provided further that following the receipt of shareholder approval required by applicable Nasdaq rules with respect to the issuance of common stock that would exceed the beneficial ownership limitation, such beneficial ownership limitation will no longer apply to the holder if the holder notified the Company that the holder wishes the Company to seek such shareholder approval) | |||||||||
Conversion price percentage | 140% | ||||||||||
Number of stock redeem value | |||||||||||
Common stock, shares authorized | 230,000,000 | 230,000,000 | 230,000,000 | ||||||||
Preferred stock no par value | $ 0 | $ 0 | $ 0 | ||||||||
Common stock, shares outstanding | 8,240,928 | 8,240,928 | 5,932,191 | ||||||||
Number of common stock purchase warrants | 819,767 | 819,767 | |||||||||
Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant exercise price per share | $ 30.60 | $ 30.60 | |||||||||
Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant exercise price per share | $ 109.20 | $ 109.20 | |||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Offering shares | 1,313,000 | 1,314,000 | |||||||||
Preferred stock offering | $ 32,423,000 | $ 32,453,000 | |||||||||
Number of stock redeem value | |||||||||||
Common stock, shares authorized | 230,000,000 | 230,000,000 | 230,000,000 | ||||||||
Preferred stock no par value | $ 0 | $ 0 | $ 0 | ||||||||
Registered Direct Offering [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Net proceeds | $ 13,900,000 | ||||||||||
Registered Direct Offering [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Offering shares | 2,278,121 | ||||||||||
Series A Redeemable Convertible Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock outstanding percentage | 51% | ||||||||||
Cash in hand | $ 8,000,000 | ||||||||||
Indebtedness expenses | $ 15,000,000 | ||||||||||
Dividends rate | 6% | ||||||||||
Temporary equity, shares issued | 4,818 | 4,818 | 6,000 | ||||||||
Temporary equity, shares outstanding | 4,818 | 4,818 | 6,000 | ||||||||
Series A Redeemable Convertible Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred shares | 11,765,000 | 11,765,000 | |||||||||
Preferred stock offering | |||||||||||
Number of stock redeem | (1,064,000) | (1,064,000) | |||||||||
Number of stock redeem value | $ (1,000,000) | $ (1,000,000) | |||||||||
Series A Redeemable Convertible Preferred Stock [Member] | Oncocyte Corp [Member] | Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Ownership percentage | 50% | ||||||||||
Series A Redeemable Convertible Preferred Stock [Member] | Interest [Member] | Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Ownership percentage | 51% | ||||||||||
Series A Redeemable Convertible Preferred Stock [Member] | Security [Member] | Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Ownership percentage | 50% | ||||||||||
Series A Redeemable Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Offering shares | 11,765 | ||||||||||
Convertible preferred shares | 384,477 | ||||||||||
Conversion price | $ 30.60 | ||||||||||
Preferred stock offering | $ 850 | ||||||||||
Stated value per share | $ 1,000 | ||||||||||
Gross proceeds, closing | $ 10,000,000 | ||||||||||
Net proceeds | $ 10,000,000 | 4,900,000 | |||||||||
Series A Redeemable Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock offering | $ 5,000,000 | ||||||||||
Series A Redeemable Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Investors [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Offering shares | 11,765 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Convertible preferred shares | 11,765 | 588.23529 | |||||||||
Conversion price | $ 30.60 | ||||||||||
Gross proceeds, closing | $ 10,000,000 | ||||||||||
Preferred stock outstanding percentage | 51% | ||||||||||
Cash in hand | $ 8,000,000 | ||||||||||
Indebtedness expenses | $ 15,000,000 | ||||||||||
Temporary equity, shares issued | 4,818 | 4,818 | |||||||||
Temporary equity, shares outstanding | 4,818 | 4,818 | |||||||||
Series A Preferred Stock [Member] | Oncocyte Corp [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Equity method investment, description of principal activities | if the daily volume weighted average price of our common stock for 20 out of 30 trading days exceeds 140% of the conversion price and on 20 out of the same 30 trading days the daily trading volume equals or exceeds 20,000 shares of our common stock | if the daily volume weighted average price of our common stock for 20 out of 30 trading days exceeds 140% of the conversion price and on 20 out of the same 30 trading days the daily trading volume equals or exceeds 20,000 shares of our common stock | |||||||||
Series A Preferred Stock [Member] | Oncocyte Corp [Member] | Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Ownership percentage | 50% | ||||||||||
Series A Preferred Stock [Member] | Security [Member] | Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Ownership percentage | 50% | ||||||||||
Series A Preferred Stock [Member] | Registered Direct Offering [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of stock redeem | 1,064 | ||||||||||
Number of stock redeem value | $ 1,100,000 | $ 1,100,000 |
Schedule of Assumptions Used to
Schedule of Assumptions Used to Calculate Fair Value of Stock Options (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rates | 3.76% | 2.24% |
Expected life (in years) | 6 years 3 months | 6 years 3 days |
Volatility | 105.99% | 106.98% |
Dividend yield | 0% | 0% |
Market Based Awards [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rates | 2.72% | |
Expected life (in years) | 2 years 7 months 6 days | |
Volatility | 95% | |
Grant date fair value of awards granted during the period | $ 22.60 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
2010 Plan Activity [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares available for grant options, beginning of period | |
Number of options outstanding, beginning of period | 30 |
Weighted average exercise price, options outstanding, beginning of period | $ / shares | $ 80.78 |
Shares available for grant options exercised | |
Number of options outstanding, option exercised | |
Weighted average exercise price, options exercised | $ / shares | |
Shares available for grant options forfeited, cancelled and expired | |
Number of options outstanding, options forfeited, cancelled and expired | (1) |
Weighted average exercise price, options forfeited, cancelled and expired | $ / shares | |
Shares available for grant outstanding, end of period | |
Number of options outstanding, end of period | 29 |
Weighted average exercise price, outstanding end of period | $ / shares | $ 80.58 |
Number of options outstanding, exercisable, end of period | 29 |
Weighted average exercise price, exercisable, end of period | $ / shares | $ 80.58 |
2018 Paln Activity [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares available for grant options, beginning of period | 442 |
Number of options outstanding, beginning of period | 428 |
Weighted average exercise price, options outstanding, beginning of period | $ / shares | $ 59.23 |
Number of options outstanding, options forfeited, cancelled and expired | (150) |
Weighted average exercise price, options forfeited, cancelled and expired | $ / shares | |
Shares available for grant outstanding, end of period | 421 |
Number of options outstanding, end of period | 456 |
Weighted average exercise price, outstanding end of period | $ / shares | $ 38.33 |
Number of options outstanding, exercisable, end of period | 199 |
Weighted average exercise price, exercisable, end of period | $ / shares | $ 89.54 |
Number of RSUs Outstanding, beginning of period | 22 |
Shares available for grant options RSUs vested | |
Number of options outstanding, option RSUs vested | |
Number of RSUs Outstanding, option RSUs vested | (11) |
Weighted average exercise price, options exercised | $ / shares | |
Shares available for grant options RSUs granted | (10) |
Number of options outstanding, option RSUs granted | |
Number of RSUs Outstanding, option RSUs granted | 5 |
Weighted average exercise price, option RSUs granted | $ / shares | |
Shares available for grant options granted | (178) |
Number of options outstanding, option granted | 178 |
Number of RSUs Outstanding, option granted | |
Weighted average exercise price, option granted | $ / shares | $ 7.72 |
Shares available for grant options forfeited, cancelled and expired | 150 |
Number of RSUs Outstanding, options exercised | |
Shares available for grant RSUs, cancelled and expired | 2 |
Number of options outstanding, options forfeited, RSUs cancelled and expired | |
Number of RSUs Outstanding, options forfeited, canceled and expired | (1) |
Weighted average exercise price, options forfeited, RSUs cancelled and expired | $ / shares | |
Shares available for grant performance RSUs, cancelled and expired | 15 |
Number of options outstanding, options forfeited, performance RSUs cancelled and expired | |
Number of Performance RSUs Outstanding, options forfeited, canceled and expired | (8) |
Weighted average exercise price, options forfeited, performance RSUs cancelled and expired | $ / shares | |
Number of RSUs Outstanding, end of period | 7 |
Summary of Stock-based Compensa
Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 834 | $ 2,232 | $ 1,668 | $ 4,242 |
Share-Based Payment Arrangement, Option [Member] | Cost Of Revenues [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 2 | 12 | ||
Share-Based Payment Arrangement, Option [Member] | Research and Development Expense [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 309 | 201 | 632 | 381 |
Share-Based Payment Arrangement, Option [Member] | Selling and Marketing Expense [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 62 | 139 | 29 | |
Share-Based Payment Arrangement, Option [Member] | Selling, General and Administrative Expenses [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 461 | 1,283 | 867 | 2,463 |
Share-Based Payment Arrangement, Option [Member] | Discontinued Operations [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 748 | $ 18 | $ 1,369 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 16, 2022 | Jul. 31, 2022 | May 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Risk-free interest rates | 3.76% | 2.24% | ||||
Expected life (in years) | 6 years 3 months | 6 years 3 days | ||||
Expected Volatility | 105.99% | 106.98% | ||||
Dividend yield | 0% | 0% | ||||
Share based payment award description | the achievement of performance minimum, target, and maximum goals of (i) 90% of revenue goal; (ii) 100% of revenue goal; and (iii) exceed revenue goal by up to 150%, respectively, during fiscal year 2022 | the Company of average market capitalization minimum, target, and maximum goals of (i) $300 million; (ii) $400 million; and (iii) $500 million, respectively, during the period beginning on January 1, 2022 and ending on December 31, 2024 | ||||
Increase in fair value | $ 58,500 | |||||
Vita Graft [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Vested percentage | 50% | 50% | ||||
Determal O [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Vested percentage | 50% | 50% | ||||
Determa CNI [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share based payment award vesting rights description | The remaining 50% is eligible to vest on December 31, 2023, since the Company completed the LCD submission for DetermaCNI on December 16, 2022 | |||||
Performance Shares [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share based payment award description | 50 | |||||
Performance Shares [Member] | Executive Officers and Employees [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts, shares | 23,750 | 61,875 | ||||
Market Based Awards [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Risk-free interest rates | 2.72% | |||||
Expected life (in years) | 2 years 7 months 6 days | |||||
Expected Volatility | 95% | |||||
Market Based Awards [Member] | Executive Officers and Employees [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts, shares | 12,500 | |||||
Monte Carlo Valuation Technique [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Risk-free interest rates | 2% | |||||
Expected life (in years) | 2 years 9 months 18 days | |||||
Expected Volatility | 100% | |||||
Dividend yield | 0% | |||||
2010 Stock Option Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock, shares authorized | 260,000 | |||||
Performance-Based Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Grant date fair value | $ 117,625 | |||||
2018 Incentive Plan [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common stock, shares authorized | 1,050,000 |
Schedule of Consolidated Revenu
Schedule of Consolidated Revenues Generated by Unaffiliated Customers (Details) - Revenue Benchmark [Member] - Product Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||||
Disaggregation of Revenue [Line Items] | |||||||
Concentration risk, percentage | 100% | 100% | 100% | 100% | |||
Pharma Services Company A [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Concentration risk, percentage | 68% | (0.00%) | [1] | 27% | (0.00%) | [1] | |
Pharma Services Company B [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Concentration risk, percentage | (0.00%) | [1] | [1] | 14% | [1] | ||
Discontinued Operations Determa Rx [Member] | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Concentration risk, percentage | (0.00%) | [1] | 89% | 38% | 82% | ||
[1]Less than 10% |
Schedule of Consolidated Reve_2
Schedule of Consolidated Revenues Attributable to Products or Services (Details) - Revenue Benchmark [Member] - Product Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
Pharma Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 94% | 11% | 62% | 18% |
DetermaRx [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 6% | 0% | 3% | 0% |
Discontinued Operations [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 0% | 89% | 35% | 82% |
Schedule of Percentage of Conso
Schedule of Percentage of Consolidated Revenues Attributable to Geographical Locations (Details) - Revenue Benchmark [Member] - Product Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total | 100% | 100% | 100% | 100% |
UNITED STATES | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 74% | 50% | 39% | 65% |
Outside United States Pharma Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 20% | 2% | 23% | 5% |
DetermaRx [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 6% | 0% | 3% | 0% |
Discontinued Operations Outside United States Licensing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 0% | 48% | 0% | 30% |
Discontinued Operations Determa Rx [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 0% | 0% | 35% | 0% |
Schedule of Right-of-use Assets
Schedule of Right-of-use Assets, Machinery and Equipment, Net, and Construction in Progress (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||
Right-of-use assets | [1] | $ 4,036 | $ 3,499 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Machinery and equipment, net, and construction in progress | Machinery and equipment, net, and construction in progress | |
Machinery and equipment | $ 8,644 | $ 9,408 | |
Accumulated depreciation and amortization | (5,310) | (4,196) | |
Right-of-use assets, machinery and equipment, net | 7,370 | 8,711 | |
Construction in progress | 518 | 2,140 | |
Right-of-use assets, machinery and equipment, net, and construction in progress | 7,888 | 10,851 | |
Right-of-use assets, machinery and equipment, net, and construction in progress from discontinuing operations | 211 | ||
Right-of-use assets, machinery and equipment, net, and construction in progress | $ 7,888 | $ 11,062 | |
[1]Oncocyte recorded certain right-of-use assets and liabilities for operating leases in accordance with ASC 842 (see Note 10). |
Right-of-use assets, machiner_3
Right-of-use assets, machinery and equipment, net, and construction in progress (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 435,000 | $ 384,000 | $ 885,000 | $ 671,000 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information Related to Operating and Financing Lease (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 538 | $ 564 |
Operating cash flows from financing leases | 5 | 12 |
Financing cash flows from financing leases | $ 57 | $ 51 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information Related to Operating and Financing Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Right-of-use assets, net | [1] | $ 4,036 | $ 3,499 | |
Machinery and equipment, net | 1,891 | $ 2,088 | ||
Total financing lease liabilities | 60 | |||
Operating and Financing Leases [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Right-of-use assets, net | 1,855 | $ 2,343 | ||
Right-of-use lease liabilities, current | 677 | 728 | ||
Right-of-use lease liabilities, noncurrent | 2,398 | 3,075 | ||
Total operating lease liabilities | 3,075 | 3,803 | ||
Machinery and equipment | 536 | 537 | ||
Accumulated depreciation | (500) | (391) | ||
Machinery and equipment, net | 36 | 146 | ||
Current liabilities | 60 | 110 | ||
Noncurrent liabilities | 60 | |||
Total financing lease liabilities | $ 60 | $ 170 | ||
Weighted average remaining lease term, Operating lease | 4 years 1 month 6 days | 4 years 10 months 24 days | ||
Weighted average remaining lease term, Financing lease | 6 months | 1 year 6 months | ||
Operating lease | 11.28% | 11.20% | ||
Financing lease | 11.55% | 11.55% | ||
[1]Oncocyte recorded certain right-of-use assets and liabilities for operating leases in accordance with ASC 842 (see Note 10). |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Commitments for Operating and Financing Leases (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
2023 | $ 510 |
2024 | 903 |
2025 | 869 |
2026 | 899 |
2027 | 695 |
Total minimum lease payments | 3,876 |
Less amounts representing interest | (801) |
Present value of net minimum lease payments | 3,075 |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
2023 | 62 |
2024 | |
2025 | |
2025 | |
2026 | |
Total minimum lease payments | 62 |
Less amounts representing interest | (2) |
Total financing lease liabilities | $ 60 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 23, 2019 USD ($) ft² | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Aug. 27, 2021 ft² | Dec. 31, 2019 | |
Severance costs | $ 300,000 | $ 1,900,000 | ||||
Laboratory Equipment [Member] | ||||||
Payment obligation amount. | $ 62,000 | $ 62,000 | ||||
Executive Officers [Member] | ||||||
Severance costs | 3,100,000 | |||||
Office Lease Agreement [Member] | ||||||
Area of Land | ft² | 26,800 | |||||
Payments for rent | $ 61,640 | |||||
Total tenant improvement allowance | $ 1,300,000 | |||||
Percentage of administrative fee paid on original cost of equipment | 1.50% | |||||
Security Deposit | $ 150,000 | |||||
Line of Credit, Current | $ 1,700,000 | |||||
Office Lease Agreement [Member] | Landlord [Member] | ||||||
Total tenant improvement allowance | $ 1,300,000 | |||||
Office Lease Agreement [Member] | Monthly Rent [Member] | ||||||
Interest rate on lease agreement | 3.50% | |||||
Obligated to pay expenses and taxes percentage | 43.70% | |||||
Office Lease Agreement [Member] | First Ten Calendar [Member] | ||||||
Interest rate on lease agreement | 50% | |||||
Lease Agreement [Member] | ||||||
Area of Land | ft² | 1,928 | |||||
Development Agreement [Member] | Oncocyte Corp [Member] | ||||||
Outstanding equity | 25% |
Workforce Reduction (Details Na
Workforce Reduction (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Workforce Reduction | ||
Employee severance | $ 0.3 | $ 1.9 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Apr. 03, 2023 | Apr. 13, 2022 | Apr. 13, 2022 | Apr. 12, 2022 | Apr. 05, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Warrant to purchase common stock | 819,767 | 819,767 | |||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts | $ 32,423,000 | $ 32,453,000 | |||||||
Stock issued during period, value conversion of units | |||||||||
Total compensation paid | $ 834,000 | $ 2,232,000 | $ 1,668,000 | $ 4,242,000 | |||||
Arno [Member] | |||||||||
Total compensation paid | $ 200,000 | ||||||||
Maximum [Member] | |||||||||
Warrant exercise price | $ 109.20 | $ 109.20 | |||||||
Common Stock [Member] | |||||||||
Offering shares | 1,313,000 | 1,314,000 | |||||||
Issuance of shares | 2,266,000 | 2,266,000 | |||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts | $ 32,423,000 | $ 32,453,000 | |||||||
Stock issued during period, value conversion of units | |||||||||
Broadwood Capital LP [Member] | Underwritten Offering [Member] | |||||||||
Warrant to purchase common stock | 300,187 | 300,187 | |||||||
Warrant exercise price | $ 30.60 | $ 30.60 | |||||||
Broadwood Capital LP [Member] | Underwritten Offering [Member] | Underwriters [Member] | |||||||||
Warrant to purchase common stock | 39,154 | 39,154 | |||||||
Broadwood Capital LP [Member] | Underwritten Offering [Member] | Maximum [Member] | |||||||||
Sale of stock, shares | 143,292 | ||||||||
Broadwood Capital LP [Member] | Underwritten Offering [Member] | Common Stock [Member] | |||||||||
Sale of stock, shares | 261,032 | ||||||||
Pura Vida Investments LLC [Member] | Underwritten Offering [Member] | |||||||||
Warrant to purchase common stock | 286,585 | 286,585 | |||||||
Pura Vida Investments LLC [Member] | Underwritten Offering [Member] | Underwriters [Member] | |||||||||
Issuance of shares | 37,380 | ||||||||
Pura Vida Investments LLC [Member] | Underwritten Offering [Member] | Maximum [Member] | |||||||||
Warrant to purchase common stock | 150,093 | 150,093 | |||||||
Pura Vida Investments LLC [Member] | Underwritten Offering [Member] | Common Stock [Member] | |||||||||
Sale of stock, shares | 249,204 | ||||||||
Issuance of shares | 286,585 | ||||||||
Halle Special Situations Fund L L C [Member] | Underwritten Offering [Member] | |||||||||
Warrant to purchase common stock | 356,472 | 356,472 | |||||||
Halle Special Situations Fund L L C [Member] | Underwritten Offering [Member] | Underwriters [Member] | |||||||||
Issuance of shares | 46,496 | ||||||||
Halle Special Situations Fund L L C [Member] | Underwritten Offering [Member] | Maximum [Member] | |||||||||
Warrant to purchase common stock | 178,236 | 178,236 | |||||||
Halle Special Situations Fund L L C [Member] | Underwritten Offering [Member] | Common Stock [Member] | |||||||||
Sale of stock, shares | 309,976 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Stock issued during period, shares, conversion of units | 11,765 | 588.23529 | |||||||
Stock issued during period, value conversion of units | $ 618,672.34 | ||||||||
Securities Purchase Agreement [Member] | Series A Preferred Stock [Member] | Broadwood Capital LP [Member] | |||||||||
Offering shares | 1,176.48 | 5,882.35 | |||||||
Legal fees | $ 85,000 | ||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||
Offering shares | 2,274,709 | ||||||||
Related party transaction, description | (i) $6.03 to investors who are not considered to be “insiders” of the Company pursuant to Nasdaq Listing Rules (“Insiders”), which amount reflects the average closing price of the Common Stock on Nasdaq during the five trading day period immediately prior to pricing, and (ii) $7.08 to Insiders, which amount reflects the final closing price of the Common Stock on Nasdaq on the last trading day immediately prior to pricing (the “2023 Registered Direct Offering”) | ||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Arno [Member] | |||||||||
Offering shares | 21,162 | ||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts | $ 150,000.51 | ||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Mr Gutfreund [Member] | |||||||||
Offering shares | 85,250 | ||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts | $ 604,252 | ||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Broadwood Partners LP [Member] | |||||||||
Offering shares | 1,341,381 | ||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts | $ 8,093,361.84 | ||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Pura Vida [Member] | |||||||||
Offering shares | 33,150 | ||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts | $ 200,013.84 | ||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | AVM [Member] | |||||||||
Offering shares | 472,354 | ||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts | $ 2,849,999.92 |
Loan Payable to Silicon Valle_2
Loan Payable to Silicon Valley Bank (Details Narrative) - USD ($) | Apr. 02, 2020 | Oct. 17, 2019 | Jun. 30, 2023 | Oct. 31, 2019 | Dec. 31, 2017 | Mar. 23, 2017 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Interest rate | 5.50% | |||||
Purchase of warrant | 819,767 | |||||
Warrant [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Purchase of warrant | 412 | 366 | ||||
Warrant exercise price, per share | $ 97 | $ 109.20 | ||||
Amended Loan Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Interest rate | 5% | |||||
Amended Loan Agreement [Member] | Bank Warrant [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Debt instrument, final payment | $ 200,000 | |||||
Purchase of warrant | 4,928 | |||||
Warrant exercise price, per share | $ 33.80 | |||||
Amended Loan Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Line of credit, current | $ 3,000,000 | |||||
Repayments of lines of credit | 400,000 | |||||
Debt instrument, final payment | 116,000 | |||||
Amended Loan Agreement [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Line of credit, current | 2,000,000 | |||||
Additional paid in capital | $ 20,000,000 | |||||
Line of credit facility, maximum borrowing capacity | $ 2 | |||||
Amended Loan Agreement [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Bank Warrant [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Percentage for warrant exercise price per share | 0.02% | |||||
Diluted equity outstanding | $ 1,000,000 | |||||
Loan Deferral Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Debt instrument maturity date description | Under the Loan Deferral Agreement, the Bank agreed to (i) extend the scheduled maturity date of the Amended Loan Agreement from March 31, 2022 to September 30, 2022, and (ii) deferred the principal payments by an additional 6 months whereby payments of interest only on the Bank loan principal balance will be due monthly from May 1, 2020 through October 1, 2020, followed by 23 monthly payments of principal and interest beginning on November 1, 2020, all provided at no additional fees to Oncocyte |
Co-Development Agreement with_2
Co-Development Agreement with Life Technologies Corporation (Details Narrative) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Life Technologies Corporation [Member] | |
Development costs | $ 749,000 |
Equity Offerings (Details Narra
Equity Offerings (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||
Apr. 05, 2023 | Apr. 03, 2023 | Jul. 15, 2022 | Jun. 01, 2022 | Apr. 19, 2022 | Apr. 13, 2022 | Apr. 05, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Proceeds from issuance of common stock | $ 13,848,000 | $ 32,812,000 | |||||||||
Conversion of stock description | The holder will be prohibited from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the shares of common stock then issued and outstanding (provided a holder may elect, at the first closing, to increase such beneficial ownership limitation solely as to itself up to 19.99% of the number of shares of common stock outstanding immediately after giving effect to the conversion, provided further that following the receipt of shareholder approval required by applicable Nasdaq rules with respect to the issuance of common stock that would exceed the beneficial ownership limitation, such beneficial ownership limitation will no longer apply to the holder if the holder notified the Company that the holder wishes the Company to seek such shareholder approval) | A holder is prohibited from converting shares of Series A Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the shares of our common stock then issued and outstanding (provided a holder may elect, at the first closing, to increase such beneficial ownership limitation solely as to itself up to 19.99% of the number of shares of our common stock outstanding immediately after giving effect to the conversion, provided further that following the receipt of shareholder approval required by applicable Nasdaq rules with respect to the issuance of common stock that would exceed the beneficial ownership limitation, such beneficial ownership limitation will no longer apply to the holder if the holder notified the Company that the holder wishes the Company to seek such shareholder approval) | |||||||||
Percentage of issued and outstanding shares | 4.99% | ||||||||||
Conversion price percentage | 140% | ||||||||||
Net proceeds to immediately redeem | |||||||||||
Purchase of warrant | 819,767 | 819,767 | |||||||||
Maximum [Member] | |||||||||||
Warrant exercise price per share | $ 109.20 | $ 109.20 | |||||||||
Over-Allotment Option [Member] | |||||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts, shares | 196,998 | ||||||||||
Proceeds from issuance initial public offering | $ 32,800,000 | ||||||||||
April 2022 Warrants [Member] | Over-Allotment Option [Member] | |||||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts, shares | 1,313,320 | ||||||||||
April 2022 Warrants [Member] | IPO [Member] | |||||||||||
Purchase of warrant | 1,313,320 | ||||||||||
Sale of stock, price per share | $ 26.65 | ||||||||||
Common Stock [Member] | |||||||||||
Net proceeds to immediately redeem | |||||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts, shares | 1,313,000 | 1,314,000 | |||||||||
Shares issued price per share | $ 0.20 | ||||||||||
Common Stock [Member] | IPO [Member] | |||||||||||
Purchase of warrant | 656,660 | ||||||||||
Shares issued price per share | $ 26.45 | ||||||||||
Warrant [Member] | IPO [Member] | |||||||||||
Warrant exercise price per share | $ 0.20 | ||||||||||
Registered Direct Offering [Member] | |||||||||||
Proceeds from issuance of common stock | $ 13,900,000 | ||||||||||
Registered Direct Offering [Member] | Board Members [Member] | |||||||||||
Shares issued price per share | $ 7.08 | ||||||||||
Registered Direct Offering [Member] | Other Investors [Member] | |||||||||||
Shares issued price per share | $ 6.03 | ||||||||||
Registered Direct Offering [Member] | Maximum [Member] | |||||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts, shares | 2,278,121 | ||||||||||
Registered Direct Offering [Member] | Maximum [Member] | Board Members [Member] | |||||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts, shares | 2,278,121 | ||||||||||
Underwriting Agreement [Member] | |||||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts, shares | 196,998 | ||||||||||
Shares issued price per share | $ 24.85 | ||||||||||
Underwriting Agreement [Member] | April 2022 Warrants [Member] | |||||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts, shares | 196,998 | ||||||||||
Underwriting Agreement [Member] | Common Stock [Member] | |||||||||||
Purchase of warrant | 98,499 | ||||||||||
Underwriting Agreement [Member] | Warrant [Member] | |||||||||||
Purchase of warrant | 196,998 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Stock issued during period, shares, conversion of units | 11,765 | 588.23529 | |||||||||
Preferred stock, convertible, shares issuable | 384,477 | ||||||||||
Preferred stock, convertible, conversion price | $ 30.60 | ||||||||||
Purchase price | 850 | ||||||||||
Stated value | $ 1,000 | ||||||||||
Proceeds from issuance of preferred stock and preference stock | $ 10,000,000 | ||||||||||
Preferred stock outstanding percentage | 51% | ||||||||||
Cash in hand | $ 8,000,000 | ||||||||||
Indebtedness expenses | $ 15,000,000 | ||||||||||
Preferred stock, dividend rate, percentage | 6% | ||||||||||
Dividends, preferred stock | $ 321,000 | ||||||||||
Number of shares issued | 4,818 | 4,818 | |||||||||
Number of shares outstanding | 4,818 | 4,818 | |||||||||
Series A Preferred Stock [Member] | Oncocyte Corp [Member] | |||||||||||
Equity method investment description | if the daily volume weighted average price of our common stock for 20 out of 30 trading days exceeds 140% of the conversion price and on 20 out of the same 30 trading days the daily trading volume equals or exceeds 20,000 shares of our common stock | if the daily volume weighted average price of our common stock for 20 out of 30 trading days exceeds 140% of the conversion price and on 20 out of the same 30 trading days the daily trading volume equals or exceeds 20,000 shares of our common stock | |||||||||
Series A Preferred Stock [Member] | Oncocyte Corp [Member] | Preferred Stock [Member] | |||||||||||
Ownership percentage | 50% | ||||||||||
Series A Preferred Stock [Member] | Security [Member] | Preferred Stock [Member] | |||||||||||
Ownership percentage | 50% | ||||||||||
Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||
Proceeds from issuance of common stock | $ 4,900,000 | ||||||||||
Series A Preferred Stock [Member] | Registered Direct Offering [Member] | |||||||||||
Net proceeds to immediately redeem | $ 1,100,000 | $ 1,100,000 | |||||||||
Number of stock redeem | 1,064 | ||||||||||
Series A Preferred Stock [Member] | Two Equal Tranches [Member] | |||||||||||
Proceeds from issuance of preferred stock and preference stock | $ 5,000,000 | ||||||||||
Series B Preferred Stock [Member] | Registered Direct Offering [Member] | |||||||||||
Net proceeds to immediately redeem | $ 1,100,000 | ||||||||||
Number of stock redeem | 1,064 |
Schedule of Discontinued Operat
Schedule of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Net revenue | $ 1,830 | $ 421 | $ 2,874 | |
Cost of revenues | 2,175 | 507 | 3,999 | |
Research and development | 3,130 | 702 | 6,251 | |
Sales and marketing | 3,395 | 498 | 6,366 | |
General and administrative | 66 | 329 | 72 | |
Loss from impairment of held for sale assets | 1,311 | |||
Net loss from discontinued operations | $ (6,936) | $ (2,926) | $ (13,814) |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities of Disposal Group Held for Sale (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
CURRENT ASSETS | |||
TOTAL ASSETS | $ 87,540 | $ 100,091 | |
LIABILITIES | |||
Total current liabilities | 7,667 | 12,106 | |
TOTAL LIABILITIES | 39,215 | 60,497 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net cash used in operating activities | (4,357) | $ (10,549) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Net cash used in investing activities | $ (96) | ||
Discontinued Operations, Held-for-Sale [Member] | |||
CURRENT ASSETS | |||
Cash and cash equivalents | 1,510 | ||
Prepaid expenses and other current assets | 346 | ||
Machinery and equipment, net, and construction in progress | 211 | ||
Intangible assets, net | 25,920 | ||
Impairment of held for sale assets | (25,866) | ||
TOTAL ASSETS | 2,121 | ||
LIABILITIES | |||
Accounts payable | 135 | 492 | |
Accrued compensation | 248 | ||
Accrued expenses and other current liabilities | 1,265 | ||
Total current liabilities | 135 | 2,005 | |
TOTAL LIABILITIES | $ 135 | $ 2,005 |
Assets Held for Sale and Disc_3
Assets Held for Sale and Discontinued Operations (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2023 | Feb. 16, 2023 | Feb. 16, 2023 | Jan. 31, 2023 | Dec. 15, 2022 | Mar. 31, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | |
Assets held for sale | $ 191,000 | ||||||||||
Common Stock [Member] | |||||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts, shares | 1,313,000 | 1,314,000 | |||||||||
Razor Stock Purchase Agreement [Member] | Razor [Member] | |||||||||||
Equity interest | 30% | 30% | |||||||||
Razor Stock Purchase Agreement [Member] | Common Stock [Member] | |||||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts, shares | 1,366,364 | ||||||||||
Razor Stock Purchase Agreement [Member] | Common Stock [Member] | Razor [Member] | |||||||||||
Consideration transferred | $ 115,660 | ||||||||||
Razor Stock Purchase Agreement [Member] | Common Stock [Member] | Razor [Member] | |||||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts, shares | 1,366,364 | ||||||||||
Equity interest | 30% | 30% | |||||||||
Loss on disposal | $ 1,300,000 | $ 27,200,000 | |||||||||
Razor Stock Purchase Agreement [Member] | Common Stock [Member] | Dragon [Member] | |||||||||||
Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts, shares | 3,188,181 | ||||||||||
Razor Stock Purchase Agreement [Member] | Common Stock [Member] | Dragon [Member] | Razor [Member] | |||||||||||
Equity interest | 70% | 70% | 70% | ||||||||
Laboratory Equipment Agreement [Member] | |||||||||||
Proceeds from sale of equipment | $ 200,000 | $ 200,000 | |||||||||
Assets held for sale | $ 200,000 | ||||||||||
Proceeds from sale of equipment | 200,000 | ||||||||||
Impairment loss | $ 1,000,000 | ||||||||||
Auction Equipment Agreement [Member] | |||||||||||
Proceeds from sale of equipment | $ 100,000 | ||||||||||
Loss on disposal and held-for-sale assets | $ 300,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - shares shares in Thousands | Jul. 24, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Common stock, shares authorized | 230,000 | 230,000 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Reverse stock split | 1-for-20 reverse stock split | ||
Common stock, shares authorized | 230,000 |