Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously reported in its Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on August 15, 2023, Oncocyte
Corporation (the "Company") received a letter (the "Notice") from The Nasdaq
Stock Market LLC ("Nasdaq") on August 9, 2022 indicating that Nasdaq had
determined that the Company no longer meets the minimum bid price requirement of
Nasdaq Listing Rule 5450(a)(1), as the minimum closing bid price for the
Company's common stock was less than $1.00 for the previous 30 consecutive
business days. The Notice provided that the Company may consider applying to
transfer the listing of the Company's common stock to The Nasdaq Capital Market,
subject to the Company submitting an online transfer application, paying the
requisite fee, satisfying such market's continued listing requirement for the
market value of publicly held shares and all other initial listing standards,
with the exception of the bid price requirement, and providing written notice of
its intention to cure the deficiency period during the additional compliance
period. Following a transfer to The Nasdaq Capital Market, under Nasdaq Listing
Rule 5810(c)(3)(A)(ii), the Company may be eligible for an additional 180
calendar day compliance period.
On January 24, 2023, the Company applied to transfer the listing of its common
stock from the Nasdaq Global Market to The Nasdaq Capital Market (the
"Transfer"). The Nasdaq Capital Market operates in substantially the same manner
as The Nasdaq Global Market, with issuers listed on The Nasdaq Capital Market
tier required to meet certain financial and corporate governance requirements to
qualify for continued listing. The Company currently expects that, upon
consummation of the Transfer, the common stock will continue to trade under the
symbol "OCX", and the Company expects to file a Current Report on Form 8-K at
such time as it can confirm the date of the Transfer.
Forward-Looking Statements
Certain matters discussed in this Current Report on Form 8-K constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements relating to the Transfer.
These forward-looking statements involve many risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by
such statements, including, without limitation, that the common stock will
continue to trade under the symbol "OCX". These forward-looking statements speak
only as of the date hereof, and the Company expressly disclaims any obligation
or undertaking to disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in its expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based. Please refer to the publicly filed documents of the Company,
including its most recent Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q, for risks and uncertainties related to the Company's business which
may affect the statements made in this this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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