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Oncocyte Prices $35M Stock, Warrant Public Offering

NEW YORK – Oncocyte late on Wednesday priced an approximately $35 million public offering of stocks and warrants.

The Irvine, California-based company will offer 26,266,417 shares of its common stock, together with warrants to purchase up to an aggregate of 13,133,208.5 common shares.

Oncocyte is selling each common share together with one warrant to purchase 0.5 common shares at a combined offering price of $1.3325. Warrants expire five years from their date of issuance and can be exercised immediately at $1.53 per share.

The company has also granted underwriters a 30-day option to purchase up to an additional 3,939,962 common shares and/or the same number of additional warrants to purchase 1,969,981 common shares in any combination, on the same terms and conditions, and at the public offering price, minus any underwriting discounts and commissions used to cover over-allotments.

The offering is expected to close on or about April 19, subject to the satisfaction or waiver of customary closing conditions, with BTIG and Needham & Company acting as its joint book-running managers.

In a filing with the US Securities and Exchange Commission, Oncocyte said that it primarily intends to use the net proceeds from the offering to further the commercialization, sales, and marketing of DetermaRx, including conducting additional clinical studies to support the test's clinical adoption.

Proceeds will also be used to complete development of DetermaIO for predicting patient response to immunotherapy, as well as to complete the development and begin commercialization of the TheraSure transplant monitoring test. Proceeds will also be used to develop other tests in the company's pipeline, including the cancer monitoring assay DetermaCNI; DetermaTx for informing personalized cancer treatment strategies; and DetermaMx for monitoring cancer recurrence.

Oncocyte also expects net proceeds to help pay for development costs associated with its collaboration with Thermo Fisher Scientific subsidiary Life Technologies.

Finally, proceeds from the offering may also go toward certain future milestone and other payments to former shareholders of companies that Oncocyte has acquired. These include Chronix Biomedical and Insight Genetics.