Cash Payments of Loan Payable
of December 31, 2017, principal and interest payments due on the loan payable in each of the next three years are as follows (in
|Year Ending December 31,||
|| ||835|| |
|| ||386|| |
|Total payments of principal and interest||
|| ||2,097|| |
|Less: amounts representing interest||
|Total payments of principal before deferred financing costs||
|| ||1,983|| |
|Less: deferred financing costs||
|Total loan payable, net of deferred financing costs||
is authorized to issue up to 5,000,000 shares of no par value preferred stock. As of December 31, 2017, no preferred shares were
issued or outstanding.
has up to 50,000,000 shares of no par value common stock authorized. The holders of OncoCyte’s common stock are entitled
to receive ratably dividends when, as, and if declared by the Board of Directors out of funds legally available. Upon liquidation,
dissolution, or winding up, the holders of OncoCyte common stock are entitled to receive ratably the net assets available after
the payment of all debts and other liabilities and subject to the prior rights of OncoCyte outstanding preferred shares, if any.
holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of OncoCyte stockholders.
The holders of common stock have no preemptive, subscription, or redemption rights. The outstanding shares of common stock are
fully paid and non-assessable.
of Common Stock and Warrants
August 29, 2016, OncoCyte sold an aggregate of 3,246,153 immediately separable units, with each unit consisting of one share of
OncoCyte common stock and one warrant to purchase one share of OncoCyte common stock (the “2016 Warrants”), at a price
of $3.25 per unit (the “Offering”). The sales were made pursuant to the terms and conditions of certain Purchase Agreements
between OncoCyte and the purchasers in the Offering. The purchasers included certain OncoCyte existing shareholders other than
BioTime. At the close of the Offering, BioTime’s percentage ownership of the outstanding
common stock of OncoCyte declined to 51.2% through which BioTime retained a controlling interest in OncoCyte. OncoCyte
received $9.8 million in net proceeds after discounts, commissions and expenses from the Offering. OncoCyte will use the proceeds
from the Offering for funding its operations or for working capital or other general corporate purposes.
to the terms of the Purchase Agreements, OncoCyte agreed (i) to file a resale registration statement with the Securities and Exchange
Commission, or SEC, to register for sale under the Securities Act of 1933, as amended, or the Securities Act, the shares of OncoCyte
common stock sold in the Offering and the shares of OncoCyte common stock, or Warrant Shares, that may be issued if the Warrants
are exercised, and (ii) to use commercially reasonable efforts to maintain the effectiveness of the resale registration statement
under the Securities Act until the earlier of (a) the date that all shares of its common stock covered by the Resale Registration
Statement have been sold or can be sold publicly without restriction or limitation under Rule 144 (including, without limitation,
the requirement to be in compliance with Rule 144(c)(1)), or (b) August 29, 2018.
Warrants and New Warrants
2016 Warrants have an exercise price of $3.25 per Warrant Share, and may be exercised for five years from October 17, 2016, the
date the 2016 Warrants became exercisable. The 2016 Warrants may be exercised on a net “cashless exercise” basis,
meaning that the value of a portion of Warrant Shares may be used to pay the exercise price (rather than payment in cash), in
certain circumstances, including if the Resale Registration Statement is not effective when and as required by the Purchase Agreements.
The exercise price and the number of Warrant Shares will be adjusted to account for certain transactions, including stock splits,
dividends paid in common stock, combinations or reverse splits of common stock, or reclassifications of common stock.