On November 13, 2019, OncoCyte Corporation (the "Company") reported that it has entered into a series of Subscription Agreements (collectively, the "Subscription Agreement") with select institutional investors and other parties ("Investors"), whereby the Company agreed to issue and sell to the Investors, and the Investors agreed to purchase, an aggregate of 5,058,824 shares of the Company’s common stock (the "Common Stock") at a price per share of $1.70, for an aggregate cash purchase price of approximately $8.6 million (the "Financing") (Filing, 8-K, Oncocyte, NOV 13, 2019, View Source [SID1234551297]). The Subscription Agreement provides that the closing will occur no later than November 15, 2019. Broadwood Partners, L.P., which beneficially owns 22.9% of our common stock (pursuant to its Schedule 13D/A, as filed on September 13, 2019), has agreed to purchase 1,176,471 shares of our common stock in the Financing.
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The description of the terms and conditions of the Subscription Agreement and the rights and obligations of the Company and the Investors in connection therewith are qualified by reference in their entirety to the definitive terms and conditions of the Subscription Agreement, the form of which is attached hereto as Exhibit 10.1 hereto and incorporated herein by reference.
The Subscription Agreement is being filed in order to provide investors and the Company’s stockholders with information regarding its terms and in accordance with applicable rules and regulations of the Securities and Exchange Commission (the "Commission"). Pursuant to the Subscription Agreement, each of the Company and the Investors made customary representations, warranties and covenants to each other. The representations, warranties and covenants were made by the parties to and solely for the benefit of each other in the context of all of the terms and conditions of the Subscription Agreement, the Financing, and the specific relationship between the parties. Accordingly, investors and stockholders should not rely on the representations, warranties and covenants. Furthermore, investors and stockholders should not rely on the representations, warranties and covenants as characterizations of the actual state of facts or continuing intentions of the parties, since they were only made as of the date of the Subscription Agreement. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Subscription Agreement, which subsequent information may or may not be fully reflected in the Company’s reports or other filings with the Commission.
The Financing is being made pursuant to the registration statement on Form S-3, declared effective by the Commission on June 18, 2019 (Registration No. 333-231980), a base prospectus dated June 18, 2019 and a prospectus supplement to be filed prior to closing. A copy of the opinion of DLA Piper LLP (US) relating to the legality of the shares of common stock to be issued in the Financing is attached as Exhibit 5.1 to this Current Report on Form 8-K.