On June 11, 2021, OncoCyte Corporation (the "Company") reported that it entered into an at-the-market sales agreement (the "Agreement") with BTIG, LLC, as sales agent and/or principal (the "Agent") pursuant to which the Company may sell up to an aggregate of $50,000,000 of shares of Company common stock (the "Shares") from time to time through the Agent (the "ATM Offering") (Filing, 8-K, Oncocyte, JUN 11, 2021, View Source [SID1234583944]). If the Company determines to sell Shares directly to BTIG, as principal (each such transaction, a "Principal Transaction"), the Company and BTIG will enter into a separate agreement that governs such Principal Transaction.
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Under the Agreement, the Company will set the parameters for the sale of Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, limitations on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Stock Market LLC or sales made to or through a market maker other than on an exchange. The Company will pay the Agent a commission equal to 3.0% of the gross proceeds of any Shares sold through the Agent under the Agreement. The Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agent, other obligations of the parties and termination provisions. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement.
Offers and sales of the Shares by the Company under the Agreement, if any, will be made pursuant to the Company’s previously filed Registration Statement on Form S-3 (File No. 333-256650) that was declared effective by the Securities and Exchange Commission (the "SEC") on June 8, 2021, as supplemented by a prospectus supplement related to the ATM Offering filed with the SEC on June 11, 2021.