UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 28, 2024
Oncocyte Corporation
(Exact name of registrant as specified in its charter)
| California | | 1-37648 | | 27-1041563 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
15 Cushing
Irvine, California 92618
(Address of principal executive offices)
(949) 409-7600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common Stock, no par value | | OCX | | The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
General
On June 28, 2024, Oncocyte Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) virtually via live webcast at https://web.lumiconnect.com/259974801. Present at the Annual Meeting virtually or by proxy were holders of 10,894,536 shares of common stock of the Company, which represented 81.52% of the voting power of all shares of common stock of the Company as of April 29, 2024, the record date for the Annual Meeting.
Proposals
The shareholders of the Company voted on the following proposals at the Annual Meeting, as more fully described in the definitive proxy statement on Schedule 14A relating to the Annual Meeting, which was originally filed with the Securities and Exchange Commission on April 29, 2024 (the “Proxy Statement”):
| | 1. | To elect the following four (4) director nominees to hold office until the next Annual Meeting of Shareholders or until their earlier death, resignation, or removal: Joshua Riggs, Andrew Arno, Andrew J. Last and Louis E. Silverman; |
| | | |
| | 2. | To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and |
| | | |
| | 3. | To approve, on a non-binding advisory basis, the Company’s named executive officer compensation for the year ended December 31, 2023. |
Voting Results
The final voting results for each of these proposals at the Annual Meeting are detailed below.
1. Election of Directors
| | | Shares Voted |
| Director Nominee | | For | | Withheld | | Broker Non-Votes |
| Joshua Riggs | | 7,979,657 | | 5,669 | | 2,738,143 |
| Andrew Arno | | 7,977,289 | | 6,829 | | 2,738,143 |
| Andrew J. Last | | 7,829,881 | | 5,669 | | 2,738,143 |
| Louis E. Silverman | | 7,995,123 | | 5,669 | | 2,738,143 |
Based on the votes set forth above, each director nominee was duly elected to serve until the annual meeting of shareholders to be held in 2025 or until his earlier death, resignation, or removal.
2. Ratification of Appointment of Accounting Firm
| Shares Voted |
| For | | Against | | Abstained | | Broker Non-Votes |
| 10,827,419 | | 10,940 | | 11,175 | | 2,515,103 |
Based on the votes set forth above, the shareholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
3. Say On Pay Proposal
| Shares Voted |
| For | | Against | | Abstained | | Broker Non-Votes |
| 8,124,929 | | 20,342 | | 11,123 | | 4,208,243 |
Based on the votes set forth above, the shareholders approved, on a non-binding advisory basis, the Company’s named executive officer compensation for the year ended December 31, 2023.
Item 8.01. Other Events.
On July 1, 2024, the Board of Directors of the Company (the “Board”) determined that Mr. Arno qualifies as “independent” in accordance with Rule 5605(a)(2) of The Nasdaq Stock Market LLC (“Nasdaq”), as well as the additional independence standards for audit committee and compensation committee members, under Nasdaq Rule 5605(c)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and under Nasdaq Rule 5605(d)(2), respectively.
As such, the Company’s Chairman of the Board, Mr. Arno, is independent, and, as of July 1, 2024, the members of each standing committee are as follows:
| Name | | Audit Committee | | Compensation Committee | | Nominating/Corporate Governance Committee |
| Andrew Arno | | ✔ | | ✔ | | Chair |
| Andrew J. Last | | Chair | | ✔ | | ✔ |
| Louis E. Silverman | | ✔ | | Chair | | ✔ |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ONCOCYTE CORPORATION |
| | |
| Date: July 5, 2024 | By: | /s/ Joshua Riggs |
| | | Joshua Riggs |
| | | President and Chief Executive Officer |
