0001493152-24-024981.txt : 20240624 0001493152-24-024981.hdr.sgml : 20240624 20240624164933 ACCESSION NUMBER: 0001493152-24-024981 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240620 FILED AS OF DATE: 20240624 DATE AS OF CHANGE: 20240624 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: James Andrea S. CENTRAL INDEX KEY: 0002027010 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37648 FILM NUMBER: 241065013 MAIL ADDRESS: STREET 1: C/O ONCOCYTE CORPORATION STREET 2: 15 CUSHING CITY: IRVINE STATE: CA ZIP: 92618 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Oncocyte Corp CENTRAL INDEX KEY: 0001642380 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 271041563 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 15 CUSHING CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-409-7600 MAIL ADDRESS: STREET 1: 15 CUSHING CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: OncoCyte Corp DATE OF NAME CHANGE: 20200213 FORMER COMPANY: FORMER CONFORMED NAME: Oncocyte Corp DATE OF NAME CHANGE: 20200205 FORMER COMPANY: FORMER CONFORMED NAME: OncoCyte Corp DATE OF NAME CHANGE: 20150513 4 1 ownership.xml X0508 4 2024-06-20 0 0001642380 Oncocyte Corp OCX 0002027010 James Andrea S. C/O ONCOCYTE CORPORATION 15 CUSHING IRVINE CA 92618 0 1 0 0 Chief Financial Officer 0 Option to Purchase Common Stock 2.87 2024-06-20 4 A 0 200000 0.00 A Common Stock 200000 200000 D Restricted Stock Units 2024-06-20 4 A 0 100000 0.00 A Common Stock 100000 300000 D Granted on June 20, 2024 (the "Grant Date"), but such award is subject to shareholder approval of an increase in the number of shares available for issuance under the Oncocyte 2018 Equity Incentive Plan. Following such shareholder approval, an additional Form 4 will be filed with respect to the grant in accordance with pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended. The Option shall vest as follows, subject to the Reporting Person's continued compliance with any restrictive covenants by which the Reporting Person may be bound and continuous service as an employee of the Issuer or a Subsidiary from June 17, 2024, through the applicable vesting date: (A) twenty-five percent (25%) of the shares subject to the Option will vest and thereby become exercisable upon the one-year anniversary of the Grant Date, and (B) 75% of the shares subject to the Option will vest in thirty-six (36) substantially equal monthly installments thereafter. See Exhibit 99 attached hereto. /s/ Andrea James 2024-06-24 EX-99 2 ex99.htm

Exhibit 99

The Restricted Stock Units (the “RSUs”) shall be subject to both time vesting and performance vesting. Subject to the Reporting Person’s continued compliance with any restrictive covenants by which the Reporting Person may be bound and continuous service as an employee of the Issuer or a Subsidiary from June 17, 2024, through the applicable vesting date, the RSUs will, with respect to a Performance Vesting Condition (as defined below), vest on the last day of the month in which such Performance Vesting Condition is met, as follows: (A) fifty percent (50%) will vest upon the Issuer’s achievement of an aggregate market value of voting and non-voting common equity held by non-affiliates of the Issuer of $75 million or more, such that the Issuer is no longer subject to the “Baby Shelf Rules” of Form S-3 (the “Baby Shelf Performance Vesting Condition”), and (B) fifty percent (50%) will vest upon the Issuer’s achievement of a market capitalization of $200 million, which shall be determined based on the 30-day volume weighted average price of the Issuer’s common stock measured as of the end of each full calendar month following the Grant Date (the “Market Cap Performance Vesting Condition” and together with the Baby Shelf Performance Vesting Condition, “the Performance Vesting Conditions”); provided, that (X) for the avoidance of doubt, no RSUs will vest solely based on the passage of time, (Y) no RSUs will vest prior to the date that is one year after the Grant Date, and (Z) any RSUs that are not performance vested on December 31, 2026 shall automatically be forfeited.