Full Press Release Details
Announces $10.7 Million Registered Offering
strengthens balance sheet to support ongoing commercial and development activities
Calif., April 24, 2020 -- Oncocyte Corporation (NYSE American: OCX), a molecular diagnostics company with a mission to provide
actionable answers at critical decision points across the cancer care continuum, today announced that it has entered into definitive
agreements with, among other institutional investors, Blackcrane Capital, LLC, an investment management company employing an unconstrained,
change-oriented investment approach, to purchase approximately $10.7 million of Oncocyte's common shares in a
registered offering priced "at market", which was the closing price immediately preceding the offering. This
offering was completed directly with the institutional investors and the Company incurred no placement agent fees.
continued ability to attract support from healthcare focused funds stems from our remarkable progress in advancing our expanding
suite of tests which now address treatment stratification and immunotherapy response prediction for lung cancer and liquid biopsy
to rule out malignancy in lung nodules," said Ron Andrews, Chief Executive Officer of Oncocyte. "Our strengthened
balance sheet will facilitate our continued progress and execution, now as a commercial stage company, as we work to grow our
market and further expand our offerings in lung and beyond."
Kim, founder and chief executive of Blackcrane Capital, LLC, said "We are excited to partner with Oncocyte as they work
to provide decisive answers for patients across the lung cancer care continuum. We see tremendous potential at Oncocyte based
on their deep clinical and commercial expertise and proven track record of success. We are very excited to support Oncocyte's
management team as it continues to work towards improving lung cancer diagnosis, treatment and patient outcomes."
connection with the offering, the Company will sell an aggregate of 4,733,700 shares of its common stock at a purchase price of $2.27 per
share, the closing price of the stock on April 23, 2020, the day prior to the execution of the agreement with the investors. The
registered offering is subject to customary closing conditions and is expected to close during the week of April 27, 2020.
from the registered offering provide the strategic capital to accelerate and support the commercial launch of DetermaRx ,
OncoCyte's lung cancer treatment stratification test, DetermaIO , a research use only gene expression test to identify
immune checkpoint inhibitor responders, and the continued development of DetermaDx a liquid biopsy test to rule out malignancies
in lung nodules as well as general corporate and working capital purposes. The Company may also use proceeds to invest in or acquire
businesses or technologies that it believes are complementary, although the Company has no binding agreements with respect to
any strategic transactions or acquisitions as of the date of this press release.
press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be
any offer, solicitation or sale of these securities in any state or other jurisdiction in which such an offer, solicitation or
sale would be unlawful.
Oncocyte Corporation
is a molecular diagnostics company whose mission is to provide actionable answers at critical decision points across the cancer
care continuum, with the goal of improving patient outcomes by accelerating and optimizing diagnosis and treatment. The Company
recently launched DetermaRx , a treatment stratification test that enables the identification of early-stage lung cancer
patients at high risk for recurrence post-resection, allowing them to be treated when their cancer may be more responsive to adjuvant
chemotherapy. DetermaDx , the company's liquid biopsy test in development, utilizes a proprietary immune system interrogation
approach to clarify if a patients' lung nodules are benign, which may enable them to avoid potentially risky invasive diagnostic
procedures. Oncocyte is also developing DetermaIO , a gene expression test that identifies patients more likely to respond
to checkpoint immunotherapies.
DetermaRx and DetermaIO are trademarks of Oncocyte Corporation.
Forward Looking Statements
cautions you that this press release contains 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," "may," and similar expressions) are forward-looking statements. These
statements include those pertaining to the commercial launch of DetermaRx, development of DetermaDx and DetermaIO, the impact
of COVID-19 on our operations, unexpected expenditures or assumed liabilities or other unanticipated difficulties resulting from
acquisitions, implementation and results of research, development, clinical trials and studies, commercialization plans including
but not limited to distribution arrangements in markets outside the United States, 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, reliance on third party distributors or sales organizations to process orders for our diagnostic
tests especially in over-seas markets, the capacity of our third-party supplied blood sample analytic system to provide consistent
and precise analytic results on a commercial scale, potential interruptions to our supply chain, the need and ability to obtain
future capital, maintenance of intellectual property rights, and the need to obtain third party reimbursement for patients'
use of any diagnostic tests we commercialize, and risks inherent in acquisitions such as failure to realize the anticipated benefits
of the acquisition, unexpected expenditures or assumed liabilities that may be incurred as a result of the acquisition, unanticipated
difficulties in conforming business practices, including accounting policies, procedures and internal controls, greater than estimated
allocations of Oncocyte resources to develop and commercialize technologies or failure to maintain any laboratory accreditation
or certification. Actual results may differ materially from the results anticipated in these forward-looking statements and accordingly
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, which are available from the SEC's website. You are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date on which they were made. Oncocyte undertakes no obligation to update such statements
to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.