0001493152-18-007062.txt : 20180515 0001493152-18-007062.hdr.sgml : 20180515 20180515161038 ACCESSION NUMBER: 0001493152-18-007062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180515 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180515 DATE AS OF CHANGE: 20180515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OncoCyte Corp CENTRAL INDEX KEY: 0001642380 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 271041563 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37648 FILM NUMBER: 18836538 BUSINESS ADDRESS: STREET 1: 1010 ATLANTIC AVENUE STREET 2: SUITE 102 CITY: ALAMEDA STATE: CA ZIP: 94501 BUSINESS PHONE: 510-775-0515 MAIL ADDRESS: STREET 1: 1010 ATLANTIC AVENUE STREET 2: SUITE 102 CITY: ALAMEDA STATE: CA ZIP: 94501 8-K 1 form8-k.htm

 

 

 

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): May 15, 2018

 

OncoCyte Corporation

(Exact name of registrant as specified in its charter)

 

California   1-37648   27-1041563
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

1010 Atlantic Avenue

Suite 102

Alameda, California 94501

(Address of principal executive offices)

 

(510) 775-0515

(Registrant’s telephone number, including area code)

 

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))
   
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. ☒

 

 

 

   
 

 

Forward-Looking Statements

 

Any statements that are not historical fact (including, but not limited to statements that contain words such as “may,” “will,” “believes,” “plans,” “intends,” “anticipates,” “expects,” “estimates”) should also be considered to be forward-looking statements. Additional factors that could cause actual results to differ materially from the results anticipated in these forward-looking statements are contained in OncoCyte Corporation’s Form 10 filed with the Securities and Exchange Commission (“SEC”) under the heading “Risk Factors” and other filings that OncoCyte may make with the SEC. Undue reliance should not be placed on these forward-looking statements which speak only as of the date they are made, and the facts and assumptions underlying these statements may change. Except as required by law, OncoCyte disclaims any intent or obligation to update these forward-looking statements.

 

References to “OncoCyte,” “we” or “us” are references to OncoCyte Corporation

 

This Report and the accompanying Exhibit 99.1 shall be deemed “furnished” and not “filed” under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by OncoCyte under the Securities Act of 1933, as amended, or the Exchange Act except as may be expressly set forth by specific reference in such filing.

 

Section 2 - Financial Information

 

Item 2.02 - Results of Operations and Financial Condition

 

On May 15, 2018, OncoCyte issued a press release announcing its financial results for the three months ended March 31, 2018. A copy of the press release is attached as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.

 

Section 9 - Financial Statements and Exhibits

 

Item 9.01 - Financial Statements and Exhibits.

 

Exhibit Number   Description
99.1   Press release dated May 15, 2018

 

   
 

 

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: May 15, 2018 By: /s/ William Annett
    William Annett
    President and Chief Executive Officer

 

   
 

 

EX-99.1 2 ex99-1.htm

 

 

OncoCyte Reports First Quarter 2018 Financial Results

 

Conference Call Today at 4:30 pm ET

 

ALAMEDA, Calif., May 15, 2018 (GLOBE NEWSWIRE) — OncoCyte Corporation (NYSE American:OCX), a developer of novel, non-invasive tests for the early detection of cancer, today reported financial and operating results for the first quarter ended March 31, 2018.

 

“We have completed initial sample testing and begun analyzing the data collected in the confirmation study of our DetermaVu™ lung cancer diagnostic test. This study is being conducted on alternative diagnostic testing platforms using newly discovered biomarkers and seeks to confirm previous results,” said William Annett, President and Chief Executive Officer. “We are on track to meet our mid-year timeline for the results of this study. If the remaining DetermaVu™ studies are successful, our goal remains to complete the final Clinical Validation study in 2018.”

 

As recently reported, OncoCyte discovered and filed patent applications for an additional 190 novel lung cancer biomarkers that may enable DetermaVu™ to provide better differentiation between malignant and benign lung nodules for improved lung cancer diagnosis. Our current study is analyzing a combination of the biomarkers OncoCyte used in earlier studies and newly discovered biomarkers. All 160 study samples have now been run on two established commercial diagnostic testing platforms and the data are being analyzed.

 

The outcome of the study will determine whether the 190 novel biomarkers will further increase the accuracy of DetermaVu™ and whether the diagnostic testing platforms being tested will provide consistent and robust support for the further clinical development studies that are necessary for commercialization.

 

Timeline and Upcoming Milestones

 

Data analysis from all 160 samples is expected to be completed by mid-year, at which time a decision will be made as to the diagnostic testing platform the Company will use going forward. Once the appropriate platform is selected, OncoCyte will work to optimize and lock a new algorithm based on the diagnostic testing platform and the new panel of biomarkers selected for the test, and then conduct an R&D Validation Study which will include an Analytic Validation Study. All samples necessary for carrying out these studies are in-house, enabling rapid advancement through each study. If these studies are successful, the Company will conduct a Clinical Validation study, which it expects to complete in 2018.

 

Other Recent Developments

 

  Bolstered the balance sheet through a $10 million private placement of common stock with two current investors.
     
  Discovered and filed patent applications for 190 novel lung cancer biomarkers that may enhance OncoCyte’s lung cancer test and enable better differentiation of malignant from benign lung nodules for improved lung cancer diagnosis.

 

   
 

 

 

  Enhanced abilities to rapidly prototype, evaluate, and develop lung cancer diagnostic products through the continued growth of our well-characterized lung cancer clinical sample bank.
     
  Strengthened the Board of Directors by adding Ronald Andrews, Jr., an executive with over 30 years’ experience in the molecular diagnostics and genomics industries. In addition, Cavan Redmond, a Director since 2015, was appointed Chairman of the Board.

 

First Quarter 2018 Financial Results

 

For the first quarter ended March 31, 2018, OncoCyte incurred a net loss of $3.8 million, or $0.12 per share, compared to a net loss of $4.7 million, or $0.16 per share, in the first quarter of 2017.

 

Operating expenses for the three months ended March 31, 2018 were $3.9 million, and were $3.4 million on an as adjusted basis.

 

Research and development expenses for the quarter ended March 31, 2018 were $1.5 million compared to $1.8 million for the same period in 2017, a decrease of $0.3 million. This decrease is primarily attributable to decreases in compensation and related expenses, including stock-based compensation expenses.

 

General and administrative expenses for the three months ended March 31, 2018 were $1.8 million compared to $2.0 million for the same period in 2017, a decrease of $0.2 million. This decrease is mainly attributable to a $1.1 million shareholder noncash expense for the issuance of certain warrants during the three months ended March 31, 2017. The decrease was partially offset by increases in legal, compliance and business development costs, and compensation related expenses, including noncash stock-based compensation expense primarily related to stock options granted to an executive hired in the fourth quarter of 2017.

 

At March 31, 2018, OncoCyte had cash and cash equivalents of $12.6 million and marketable securities valued at $0.95 million. An additional $2 million was received on May 10, 2018 as the final installment of a stock purchase commitment in a private placement of common stock during March 2018. The Company believes its resources, coupled with prudent expense management, are sufficient to execute its near-term strategies.

 

Cash used in operations was approximately $2.75 million for the first quarter of 2018, as reported, or just over $900,000 per month, which represents a reduced annualized cash used in operations compared to 2017. 

 

Conference Call

 

OncoCyte will host a conference call today, May 15, 2018, at 4:30 p.m. ET / 1:30 p.m. PT to discuss financial results.

 

The dial-in number in the U.S./Canada is 800-263-0877; for international participants, the number is +1-323-794-2094. For all callers, please refer to Conference ID 6365614. To access the live webcast, go to the investor relations section on the Company’s website, http://investors.oncocyte.com/events-and-presentations.

 

   
 

 

 

A replay of the conference call will be available for seven business days beginning about two hours after the conclusion of the live call, by calling 888-203-1112 toll-free (from U.S./Canada); international callers dial +1-719-457-0820. Use the Conference ID 6365614. Additionally, the archived webcast will be available at http://investors.oncocyte.com/events-and-presentations.

 

About OncoCyte Corporation

 

OncoCyte is focused on the development and commercialization of novel, non-invasive blood and urine (“liquid biopsy”) diagnostic tests for the early detection of cancer. Early detection of cancer can improve health outcomes, reduce the cost of care, and improve patients’ quality of life. Liquid biopsy diagnostic tests like those OncoCyte is developing may reduce the need for costlier and riskier diagnostic procedures such as invasive biopsy and cystoscopic procedures. OncoCyte’s development pipeline is focused on non-invasive confirmatory diagnostic tests for lung, breast, and bladder cancer. OncoCyte’s tests are being developed using proprietary sets of genetic and protein molecular markers that differentially express in specific types of cancer. OncoCyte conducts ongoing research to identify additional molecular markers, acquire or license markers and related technology, and develop tests based on those markers.

 

Forward Looking Statements

 

Any statements that are not historical fact (including, but not limited to statements that contain words such as “will,” “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) are forward-looking statements. These statements include those pertaining to the implementation and results of research, development, clinical trials and studies, commercialization plans, future financial and/or operating results, and future opportunities for OncoCyte, along with other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management. Forward-looking statements involve risks and uncertainties, including, without limitation, risks inherent in the development and/or commercialization of potential diagnostic tests or products, uncertainty in the results of clinical trials or regulatory approvals, the capacity of our third-party supplied blood sample analytic system to provide consistent and precise analytic results on a commercial scale, the need and ability to obtain future capital, and maintenance of intellectual property rights, and the need to obtain third party reimbursement for patients’ use of any diagnostic tests we commercialize. Actual results may differ materially from the results anticipated in these forward-looking statements and accordingly as such statements should be evaluated together with the many uncertainties that affect the business of OncoCyte, particularly those mentioned in the “Risk Factors” and other cautionary statements found in OncoCyte’s Securities and Exchange Commission filings. OncoCyte disclaims any intent or obligation to update these forward-looking statements, except as required by law.

 

Investor Contacts

 

EVC Group LLC

Matt Haines / Michael Polyviou

917-733-9297 / 732-933-2754

mhaines@evcgroup.com / mpolyviou@evcgroup.com

 

   
 

 

 

ONCOCYTE CORPORATION

CONDENSED BALANCE SHEETS

(IN THOUSANDS)

 

   March 31, 2018    
   (unaudited)   December 31, 2017 
ASSETS          
CURRENT ASSETS          
Cash and cash equivalents  $12,612   $7,600 
Marketable equity securities   950    760 
Prepaid expenses and other current assets   492    168 
Total current assets   14,054    8,528 
           
NONCURRENT ASSETS          
Intangible assets, net   686    746 
Equipment and furniture, net   722    822 
Deposits   120    120 
TOTAL ASSETS  $15,582   $10,216 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Amount due to BioTime and affiliates  $2,105   $2,099 
Accounts payable   307    175 
Accrued expenses and other current liabilities   1,909    1,042 
Loan payable, current   800    800 
Capital lease liability, current   346    338 
Total current liabilities   5,467    4,454 
           
LONG-TERM LIABILITIES          
Loan payable, net of deferred financing costs, noncurrent   893    1,070 
Capital lease liability, noncurrent   200    289 
TOTAL LIABILITIES   6,560    5,813 
           
Commitments and contingencies          
           
STOCKHOLDERS’ EQUITY          
Preferred stock, no par value, 5,000 shares authorized; none issued and outstanding   -    - 
Common stock, no par value, 50,000 shares authorized; 37,818 and 31,452 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively   68,366    59,968 
Accumulated other comprehensive loss   -    (888)
Accumulated deficit   (59,344)   (54,677)
Total stockholders’ equity   9,022    4,403 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $15,582   $10,216 

 

   
 

 

 

ONCOCYTE CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)

 

   Three Months Ended 
   March 31, 
   2018   2017 
EXPENSES          
Research and development  $1,461   $1,834 
General and administrative   1,787    2,043 
Sales and marketing   658    655 
Total operating expenses   3,906    4,532 
           
Loss from operations   (3,906)   (4,532)
           
OTHER INCOME (EXPENSES), NET          
Interest expense, net   (60)   (13)
Unrealized gain on marketable equity securities   190    - 
Other expense, net   (2)   (159)
Total other income (expenses), net   128    (172)
           
NET LOSS  $(3,778)  $(4,704)
           
Basic and diluted net loss per share  $(0.12)  $(0.16)
           
Weighted average common shares outstanding: basic and diluted   31,676    28,965 

 

   
 

 

 

ONCOCYTE CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(IN THOUSANDS)

 

   Three Months Ended 
   March 31, 
   2018   2017 
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(3,778)  $(4,704)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation expense   103    67 
Amortization of intangible assets   61    61 
Stock-based compensation   346    350 
Loss on sale of BioTime shares   -    159 
Unrealized gain on BioTime shares   (190)   - 
Warrants issued to certain shareholders as inducement of exercise of warrants   -    1,084 
Amortization of debt issuance costs   23    3 
Changes in operating assets and liabilities:          
Amount due to BioTime and affiliates   7    (244)
Prepaid expenses and other current assets   (324)   (166)
Accounts payable and accrued liabilities   999    100 
Net cash used in operating activities   (2,753)   (3,290)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Net proceeds from sale of BioTime shares   -    502 
Purchase of equipment   (5)   (16)
Net cash provided by (used in) investing activities   (5)   486 
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from exercise of options   51    16 
Proceeds from exercise of warrants   -    2,031 
Proceeds from sale of common shares   8,000    - 
Proceeds from issuance of loan payable, net of financing costs   -    1,982 
Repayment of loan payable   (200)   - 
Repayment of capital lease obligations   (81)   (47)
Net cash provided by financing activities   7,770    3,982 
           
NET INCREASE IN CASH AND CASH EQUIVALENTS   5,012    1,178 
CASH AND CASH EQUIVALENTS:          
At beginning of the period   7,600    10,174 
At end of the period  $12,612   $11,352 

 

   
 

 

 

Non-GAAP Financial Measures

 

This earnings release includes operating expenses prepared in accordance with accounting principles generally accepted in the United States (GAAP) and includes certain historical non-GAAP operating expenses. In particular, OncoCyte has provided non-GAAP total operating expenses, adjusted to exclude noncash stock-based compensation and depreciation and amortization expense. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable financial measures prepared in accordance with GAAP. However, OncoCyte believes the presentation of non-GAAP total operating expenses, when viewed in conjunction with our GAAP total operating expenses, is helpful in understanding OncoCyte’s ongoing operating expenses and its programs.

 

Furthermore, management uses these non-GAAP financial measures in the aggregate to establish budgets and operational goals, to manage OncoCyte’s business and to evaluate its performance and its programs.

 

OncoCyte Corporation

Reconciliation of Non-GAAP Financial Measure

Adjusted Operating Expenses

 

   Amounts In Thousands 
   For the Three Months Ended March 31, 2018 (unaudited) 
GAAP Operating Expenses - as reported  $3,906 
Stock-based compensation expense   (346)
Depreciation and amortization expense   (164)
Non-GAAP Operating Expenses, as adjusted  $3,396 

 

   
 

 

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