UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Notice of Prior Noncompliance and Subsequent Compliance with Nasdaq Listing Rules
On July 8, 2024, Oncocyte Corporation (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Staff (“Staff”) of The Nasdaq Stock Market LLC (the “Nasdaq”) stating that the Company was previously not in compliance, and subsequently regained compliance, with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2). Specifically, the Notice stated that, as a result of the previously disclosed passing away of director Alfred D. Kingsley on April 25, 2024, the Company no longer complied with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2), which, in relevant parts, require a majority of the Company’s board of directors (the “Board”) to be comprised of independent directors under the Nasdaq Listing Rules and require the audit committee of the Board to consist of at least three members, each of whom must be an independent director under the Nasdaq Listing Rules and meet the heightened independence standards for audit committee members under the Nasdaq Listing Rules and the Securities Exchange Act of 1934, as amended.
The Notice further indicated that, subsequent to the occurrence of such noncompliance but prior to the date of the Notice, the Staff determined that the Company regained compliance with the Rules as a result of the Company’s determination, effective July 1, 2024, that existing director and newly appointed audit committee member Andrew Arno qualifies as “independent” in accordance with Nasdaq Listing Rule 5605(a)(2), as well as the additional independence standards for audit committee and compensation committee members, under Nasdaq Listing Rule 5605(c)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and under Nasdaq Listing Rule 5605(d)(2), respectively, which independence determination by the Company was previously disclosed in the Company’s Current Report on Form 8-K filed on July 5, 2024.
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 12, 2024 | By: | /s/ Joshua Riggs |
| Joshua Riggs | ||
| President and Chief Executive Officer | ||