Full Press Release Details
Closes Merger Agreement to Acquire Insight Genetics
broadens suite of molecular diagnostic tests to include potentially transformative immunotherapy response prediction test demonstrated
to outperform PD-L1 and TMB
significant pharma services opportunity including immunotherapy trials and development of companion diagnostics in lung cancer
and other solid tumors
Calif., February 5, 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 closed its
previously announced merger agreement with Insight Genetics (IG). The acquisition expands the decision points addressed by Oncocyte's
portfolio of tests with the addition of a potentially transformative immuno-oncology diagnostic test and will also add diverse
technology and pharma service offerings including targeted therapeutic panels and a pharma trial lab compliant with 21 C.F.R Parts
Insight Genetics' IM Score test was an ideal addition to the Oncocyte portfolio, and while our current focus is on lung
cancer, this acquisition significantly expands our suite of proprietary tests to manage key decision points potentially across
multiple stages and types of cancers," said Ron Andrews, CEO of Oncocyte. "With immunotherapies currently approved
for thirteen solid tumors and additional clinical trials in progress to advance these treatments to earlier stages of cancer,
there is a growing need for accurate immunotherapy response prediction tests. Data presented at SITC in November show our new
IM Score test outperforms two currently marketed tests for immunotherapy selection suggesting this may be a transformative test
to identify immunotherapy responders. This acquisition is an important step in the evolution of Oncocyte as it not only expands
our impact to a broader patient population but also provides us access to a CLIA certified lab with the certifications required
to submit data to regulatory agencies around the world. Having the ability to truly partner with pharma companies and assist in
their global regulatory approvals will help us grow significant new opportunities for pharma services in the expanding immunotherapy
and companion diagnostic markets. We are proud of our exceptional progress and look forward to continued growth as we establish
Oncocyte as leaders in lung cancer diagnostics and beyond."
closing, Oncocyte delivered $6.4 million in cash, which was net of a $0.6 million cash holdback, plus 1.9 million shares of Oncocyte
common stock valued at $5 million.
general description is qualified in its entirety by the terms of the Agreement and Plan of Merger that will be filed as an exhibit
to Oncocyte's Form 8-K on or about February 5, 2020.
Genetics is dedicated to improving the lives of cancer patients through advanced molecular diagnostics that enable precision cancer
care. The company specializes in the discovery, development and commercialization of molecular diagnostics that detect specific
cancer biomarkers in triple negative breast cancer and lung cancer to assist in guiding the effective diagnosis, treatment and
monitoring of cancer. Insight Genetics partners with leading academic researchers, pharmaceutical and biotechnology companies,
clinical reference laboratories, and IVD kit manufacturers to create new standards of care for cancer patients worldwide.
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
is currently preparing to launch 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.
and DetermaRx are trademarks of Oncocyte Corporation.
Forward Looking Statements
cautions you that this press release contains forward-looking statements concerning, but not limited to, the acquisition of Insight
Genetics. 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 development of DetermaDx
and the ongoing Clinical Validation study, the impact of the anticipated commercial launch of DetermaRx, unexpected expenditures
or assumed liabilities or other unanticipated difficulties resulting from the acquisition of Insight Genetics, 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, 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, and financial records of Insight Genetics with Oncocyte,
inability to accurately forecast the performance of Insight Genetics resulting in unforeseen adverse effects on Oncocyte's
operating results, failure to retain or integrate Insight Genetics personnel, greater than estimated allocations of Oncocyte resources
to develop and commercialize Insight Genetics 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.
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