of December 31, 2017, OncoCyte has an aggregate of 2,779,221 warrants issued and outstanding at exercise prices ranging from $3.25
and $5.50 per warrant.
the years ended December 31, 2017 and 2016, 323,019 and 99,496 shares of common stock were issued upon the exercise of stock options,
from which OncoCyte received $610,000 and $218,000 in cash proceeds, respectively.
has adopted a 2010 Stock Option Plan (the “Plan”) under which 5,200,000 shares of common stock were made available
for the grant of stock options or the sale of restricted stock. The Plan also permits OncoCyte to issue such other securities
as its Board of Directors or the Compensation Committee administering the Plan may determine.
options may be granted under the Plan more than ten years after the date upon which the Plan was adopted by the Board of Directors,
and no options granted under the Plan may be exercised after the expiration of ten years from the date of grant. Under the Plan,
options to purchase common stock may be granted to employees, directors and certain consultants at exercise prices not less than
the fair market value of common stock at date of grant, subject to certain limited exceptions for options granted in substitution
of other options. Options may be fully exercisable immediately, or may be exercisable according to a schedule or conditions specified
by the Board of Directors or the Compensation Committee. Generally, OncoCyte stock options have service related vesting conditions
based on the continued performance of services for OncoCyte. The Plan also permits OncoCyte to award restricted stock for services
rendered or to sell common stock to employees subject to vesting provisions under restricted stock agreements that provide for
forfeiture of unvested shares upon the occurrence of specified events. OncoCyte may permit employees or consultants, but not officers
or directors, who purchase stock under restricted stock purchase agreements, to pay for their shares by delivering a promissory
note that is secured by a pledge of their shares. To date, only stock options have been issued under the Plan.
discussed in Note 4, OncoCyte may grant stock options to employees of BioTime, or employees of other BioTime subsidiaries, who
perform services for OncoCyte. OncoCyte records stock-based compensation expense in the accompanying statements of operations
for those services performed in the periods presented.
granted under the Plan may be either “incentive stock options” within the meaning of Section 422(b) of the Internal
Revenue Code of 1986, as amended (the “Code”), or non-qualified stock options. Incentive stock options may be granted
only to OncoCyte employees and employees of its subsidiaries, if any. The exercise price of stock options granted under the Plan
must be equal to the fair market value of OncoCyte common stock on the date the option is granted. In the case of an optionee
who, at the time of grant, owns more than 10% of the combined voting power of all classes of OncoCyte stock, the exercise price
of any incentive stock option must be at least 110% of the fair market value of the common stock on the grant date, and the term
of the option may be no longer than five years. The aggregate fair market value of OncoCyte common stock (determined as of the
grant date of the option) with respect to which incentive stock options become exercisable for the first time by an optionee in
any calendar year may not exceed $100,000.
options’ exercise price may be payable in cash or in common stock having a fair market value equal to the exercise price,
or in a combination of cash and common stock, or other legal consideration for the issuance of stock as the Board of Directors
or Compensation Committee may approve.
stock options granted under the Plan are nontransferable except by will or the laws of descent and distribution and may be exercised
only during employment or within three months after termination of such employment, subject to certain exceptions in the event
of the death or disability of the optionee.
other than incentive stock options under the Code are also nontransferable except by will or the laws of descent and distribution,
except to the extent that the Board of Directors or Committee permits the optionee to transfer an option to a family member, a
trust for family members, or other persons approved by the Board of Directors or Committee in its discretion.
options will be exercisable only while the optionee remains an employee, director or consultant, or during a specific period thereafter
as approved by the Board of Directors or Committee, but in the case of the termination of an employee, director, or consultant’s
services due to death or disability, the period for exercising a vested option shall be extended to the earlier of 12 months after
termination or the expiration date of the option.