8-K
Insight Molecular Diagnostics Inc. (IMDX)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 24, 2023
OncocyteCorporation
(Exact name of registrant as specified in its charter)
| California | 1-37648 | 27-1041563 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
15Cushing
Irvine,California 92618
(Address of principal executive offices)
(949)409-7600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, no par value | OCX | The<br> Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
Effective February 24, 2023, the Board of Directors of Oncocyte Corporation (“Oncocyte” or the “Company”) appointed Joshua Riggs as Chief Executive Officer of the Company. Mr. Riggs has also been appointed President and joined the Company’s Board of Directors effective February 28, 2023. The compensation of Mr. Riggs was previously disclosed in a Form 8-K filed with the Securities and Exchange Commission on December 5, 2022.
Mr. Riggs, age 40, has served as the Company’s Interim Chief Executive Officer since December 2022. Mr. Riggs previously served as the Company’s General Manager, Transplant from July 2022, and the Company’s Senior Director Business Development from August 2020 until September 2022. From January 2015 to August 2020, Mr. Riggs was the founder and principal of Intelliger Consulting, an organization devoted to consumer driven healthcare, and from January 2016 to July 2020, he was a principal at Bethesda Group, LLC, a boutique consulting group focused on helping small and mid-stage diagnostic companies and investment groups move emerging diagnostic content and platforms to market.
There have been no transactions with Oncocyte and there are currently no proposed transactions with Oncocyte that would require disclosure under Item 404(a) of Regulation S-K. No arrangement or understanding exists between Mr. Riggs and any other person pursuant to which Mr. Riggs was selected as an officer of the Company. No “family relationship,” as that term is defined in Item 401(d) of Regulation S-K, exists between Riggs, on the one hand, and any of the Company’s directors or executive officers, on the other hand.
Item7.01 Regulation FD Disclosure.
On March 2, 2023, Oncocyte issued a press release announcing that Mr. Riggs has been appointed as the Company’s President and Chief Executive Officer, and that Mr. Riggs has joined the Company’s Board of Directors. A copy of the press release is furnished as Exhibit 99.1.
The information under this Item 7.01 and the accompanying Exhibit 99.1 shall be deemed “furnished” and not “filed” under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by Oncocyte under the Securities Act of 1933, as amended, or the Exchange Act except as may be expressly set forth by specific reference in such filing.
Item9.01 Financial Statements and Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press release dated March 2, 2023. |
| 104 | Cover Page Interactive<br> Data File (embedded within the Inline XBRL document) |
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:<br> March 2, 2023 | By: | /s/ Anish John |
| Anish John | ||
| Chief Financial Officer |
Exhibit 99.1
OncocyteAppoints Joshua Riggs as President and Chief Executive Officer
IRVINE,Calif., March 02, 2023 (GLOBE NEWSWIRE) — Oncocyte Corporation (Nasdaq: OCX), a precision diagnostics company, today announced that Joshua Riggs has been appointed as its Chief Executive Officer effective February 24, 2023. Since being named interim CEO in December, Riggs has successfully led the process of restructuring the Company by refocusing product strategy and reducing costs across the organization. Riggs also serves as President and joins the Company’s Board of Directors.
“Since his appointment as Interim CEO, Josh has worked quickly, collaboratively, and effectively to significantly reduce the Company’s spend rate, has driven the restructuring of a number of strategic initiatives that were no longer consistent with the Company’s forward strategy, and has engaged with the Board to define and begin to implement the strategic imperatives that will guide the Company’s future path. The Board of Directors unanimously supports Josh’s appointment,” said Andy Arno, Board Chair.
“Oncocyte has differentiated technology in multiple $1B+ clinical and research markets.” said Joshua Riggs. “As a company, we remain committed to serving patients, clinicians, and researchers with our innovative portfolio. We believe that capital efficiency, tightly focused product development, and milestone achievement will accelerate our path to sustainable revenue growth and value creation for our shareholders. I look forward to working with the Board and leading the Oncocyte team to achieve our goals.”
Riggs joined the Company in August 2020 and served as the Company’s General Manager, Transplant and Senior Director of Business Development prior to stepping into the Interim CEO role in December of 2022. Prior to joining Oncocyte, Riggs was a business development strategist with significant experience working with growth-stage molecular diagnostics companies, serving as a principal at Bethesda Group, LLC, a boutique consulting group focused on assisting early and mid-stage diagnostic companies and investment groups moving emerging diagnostic content and platforms to market.
AboutOncocyte
Oncocyte is a precision diagnostics company. The Company develops and markets assays that are designed to help enable groundbreaking research and provide clarity and confidence to physicians and their patients. The Company is currently focused on development and commercialization activities in three areas. DetermaIO™ is a gene expression test that assesses the tumor microenvironment to predict response to immunotherapies, VitaGraft™ is a blood-based solid organ transplantation monitoring test, and pipeline test DetermaCNI™ is blood-based monitoring tool for monitoring therapeutic efficacy in cancer patients.
DetermaIO™, DetermaCNI™, and VitaGraft™ are trademarks of Oncocyte Corporation.
Forward-LookingStatements
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, among other things, the expectation that the Company will be on its path to sustainable revenue growth and value creation for its shareholders, and other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management. Forward-looking statements involve risks and uncertainties, including, without limitation, the potential impact of COVID-19 on Oncocyte or its subsidiaries’ financial and operational results, risks inherent in the development and/or commercialization of diagnostic tests or products, uncertainty in the results of clinical trials or regulatory approvals, the capacity of Oncocyte’s third-party supplied blood sample analytic system to provide consistent and precise analytic results on a commercial scale, potential interruptions to supply chains, the need and ability to obtain future capital, maintenance of intellectual property rights in all applicable jurisdictions, obligations to third parties with respect to licensed or acquired technology and products, the need to obtain third party reimbursement for patients’ use of any diagnostic tests Oncocyte or its subsidiaries commercialize in applicable jurisdictions, and risks inherent in strategic transactions such as the potential failure to realize anticipated benefits, legal, regulatory or political changes in the applicable jurisdictions, accounting and quality controls, potential greater than estimated allocations of resources to develop and commercialize technologies, or potential 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 (SEC) 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.
Investor & Media Contact
Caroline Corner
ICR Westwicke
Tel: 415.202.5678
caroline.corner@westwicke.com