Oncocyte Corp Files Definitive Proxy Statement

TL;DR

Oncocyte Corp filed its DEF 14A. No fee. Standard stuff.

AI Summary

Oncocyte Corp filed a Definitive Proxy Statement (DEF 14A) on September 25, 2024. The filing indicates no fee was required for this submission. The company, previously known as OncoCyte Corp, is incorporated in California and headquartered in Irvine.

Why It Matters

This filing is a standard regulatory requirement for public companies, providing shareholders with information related to upcoming meetings and voting matters.

Risk Assessment

Risk Level: low — A DEF 14A filing is a routine disclosure and does not inherently present new risks.

Key Numbers

• 001-37648 — SEC File Number (Identifies the company's filings with the SEC.)

Key Players & Entities

• Oncocyte Corp (company) — Registrant
• OncoCyte Corp (company) — Former Company Name
• 20240925 (date) — Filing Date
• 15 Cushing, Irvine, CA 92618 (address) — Business Address

FAQ

Filing Documents

• formdef14a.htm (DEF 14A) — 387KB
• formdef14a_001.jpg (GRAPHIC) — 17KB
• formdef14a_002.jpg (GRAPHIC) — 7KB
• formdef14a_003.jpg (GRAPHIC) — 277KB
• formdef14a_004.jpg (GRAPHIC) — 408KB
• formdef14a_005.jpg (GRAPHIC) — 279KB
• 0001493152-24-038106.txt ( ) — 1750KB

From the Filing

DEF 14A 1 formdef14a.htm UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(S2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 Oncocyte Corporation (Name of Registrant as Specified in Its Charter) N/A (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11 September 25, 2024 Dear Shareholder: You are cordially invited to attend a Special Meeting of Shareholders (the “Meeting”) of Oncocyte Corporation, which will be held virtually on Friday, October 11, 2024, at 10:00 a.m. Pacific Time online through https://web.lumiconnect.com/259974801. The Notice and Proxy Statement on the following pages contain details concerning the business to come before the Meeting or any postponement or adjournment thereof, and instructions on how to gain admission to the Meeting online. Please sign and return your proxy card in the enclosed envelope to ensure that your shares will be represented and voted at the virtual Meeting even if you cannot attend. You are urged to sign and return the enclosed proxy card even if you plan to attend the virtual Meeting. Peter Hong Secretary and General Counsel NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To Be Held Friday, October 11, 2024 NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Oncocyte Corporation (the “Meeting”) will be held virtually online through https://web.lumiconnect.com/259974801 for the following purposes: 1. To approve the amendment and restatement of our 2018 Equity Incentive Plan (as previously amended, the “Incentive Plan”) to: (a) provide for an additional 1,250,000 shares of our common stock to be available for the issuance of equity awards thereunder, such that the total number of shares of common stock that have been made available for issuance since the inception of the Incentive Plan is 2,300,000, (b) provide that the Board, or applicable Committee of the Board, may delegate, in its discretion, to one or more of our executive officers, the limited authority to grant awards under the Incentive Plan, subject to the limitations under the Incentive Plan with respect to the participants eligible to receive such awards and any other limitations and guidelines established by the Board, or applicable Committee of the Board, with respect to the exercise of such delegated authority, (c) eliminate “fungible share counting” in order to provide that any shares of our common stock granted in connection with any awards will be counted against the number of shares available for the grant of awards under the Incentive Plan as one share for every award, (d) eliminate the limitations on “share recycling” in order to provide that any shares of our common stock tendered in payment of an option, delivered or withheld by us to satisfy any tax withholding obligation, covered by a stock-settled award that were not issued upon the settlement of the award, or repurchased by us using the proceeds from option exercises, will again be made available for issuance under the Incentive Plan, and (e) eliminate the restrictions in the Incentive Plan that prohibit the terms of any award to provide for vesting, in whole or in part, prior to the date that is one year from the date on which the award is granted, in each case, as contemplated by an Amended and Restated 2018 Equity Incentive Plan (the “Amended and Restated Incentive Plan”); 2. To approve an adjournment of the Meeting in the event a quorum is not achieved; and 3. To transact such other business as may properly come before the Meeting or any postponement or adjournment thereof. The Board of Directors has fixed the close of business on September 16, 2024, as the record date for determining shareholders entitled to receive notice of and to vote at the Meeting or any postponement or adjournment thereof. We have made arrangements for our shareholders to attend and participate at the Meeting through an online electronic video screen communication at https://web.lumiconnect.com/259974801. If you wish to attend the Meeting online you will need to gain admission in the manner described in the Proxy Statement. Although the Meeting will not be held in person, shareholders will, to the extent possible, be afforded the same rights and opportunitie

View Full Filing

View this DEF 14A filing on SEC EDGAR