Securities Registration (section 12(b)) (8-a12b)
01 Marzo 2021 - 3:34PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
OncoCyte
Corporation
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(Exact
name of registrant as specified in its charter)
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California
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27-1041563
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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15
Cushing, Irvine, California
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92618
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(Address
of principal executive offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class to be so registered
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Name
of each exchange on which each class is to be registered
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Common
Stock, no par value
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The
Nasdaq Stock Market LLC
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If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c) or (e), check the following box. ☒
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following
box. ☐
Securities
Act registration statement or Regulation A offering statement file number to which this form relates: _________________(if applicable)
Securities
to be registered pursuant to Section 12(g) of the Act:
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1. Description of Registrant’s Securities to be Registered.
The
following description of certain terms of OncoCyte Corporation (“Oncocyte”) common stock is a summary and is qualified
in its entirety by reference to (i) Oncocyte’s Articles of Incorporation, as amended, (ii) Oncocyte’s Amended and
Restated Bylaws, and (iii) the California General Corporation Law.
Common
Stock
The
Oncocyte Articles of Incorporation currently authorize the issuance of up to 150,000,000 shares of common stock, no par value.
Each holder of record of common stock is entitled to one vote for each outstanding share owned, on every matter properly submitted
to the shareholders for their vote; provided, that if any shareholder entitled to vote at a meeting at which directors are to
be elected gives timely notice of their intention to cumulate votes in the election of directors, shareholders may cumulate votes
for the election of directors.
Subject
to the dividend rights of holders of any preferred stock that may be issued from time to time, holders of common stock are entitled
to any dividend declared by the Oncocyte Board of Directors out of funds legally available for that purpose.
Subject
to the prior payment of the applicable liquidation preference to holders of any preferred stock that may be issued from time to
time, holders of common stock are entitled to receive on a pro rata basis all remaining assets available for distribution to the
holders of common stock in the event of the liquidation, dissolution, or winding up of Oncocyte’s operations.
Holders
of common stock do not have any preemptive, subscription, redemption, or conversion rights. There are no redemption or sinking
fund provisions applicable to the common stock. The rights, powers, preferences and privileges of holders of Oncocyte common stock
will be subject to those of the holders of any shares of Oncocyte preferred stock that may be issued in the future.
Item
2. Exhibits.
Pursuant
to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed because no other securities of the Registrant
are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURE
Pursuant
to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
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ONCOCYTE
CORPORATION
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Date:
March 1, 2021
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By:
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/s/
Mitchell Levine
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Mitchell
Levine
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Chief
Financial Officer
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