ONCOCYTE CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Leadership Changes
On
release announcing that
and Chief Executive Officer and director of the Board of Directors of the
Company (the "Board"), effective as of
and incorporated herein by reference.
CEO Separation and Release Agreement
In connection with
into a separation agreement and general release of all claims, dated
2022
Andrews
installments following
payment of twelve (12) months of premium costs of group health plan continuation
coverage in the total amount of
on the thirtieth day following the Andrews Effective Date, (iii) accelerated
vesting of
unit awards that were scheduled to vest based solely on the passage of time
during the twelve (12) month period following the Andrews Effective Date, and
(iv) accelerated vesting of 481,250 performance-based stock options and 200,000
performance-based restricted stock units.
As part of the Separation Agreement,
all claims against the Company and certain related entities. The Separation
Agreement confirms that (x) certain provisions contained in
and severance plan agreement, effective as of
(12) month post-Andrews Effective Date non-solicit covenant, and (y)
Andrews'
with the Company, effective
force and effect. The Separation Agreement also contains customary terms
applicable to the departure of an executive of the Company, including mutual
non-disparagement.
In addition, to ensure a smooth transition, the Company and
into a consulting agreement, dated as of
Agreement"), pursuant to which
and advisory services to the Company, on a non-exclusive basis, from
2022
consideration of the services, on the third business day following
2022
shares of the Company's common stock, issued in accordance with the Company's
2018 Equity Incentive Plan, as amended from time to time (the "Plan"), which
options shall vest in three equal monthly installments over the consulting term,
subject to
which he may be bound and continued provision of services on each applicable
vesting date; provided, that if the if the Company terminates the Consulting
Agreement prior to
party may terminate the Consulting Agreement for any reason upon ten (10) days'
written notice
The Consulting Options will be granted at an exercise price per share equal to
[the closing market price of the Company's common stock on the day preceding the
grant date]. Except to the extent that provisions of the Plan relating to
termination of continuous service as a service provider apply to the termination
of options, to the extent not exercised, the options will expire ten years from
the effective date of grant. The Consulting Options will be subject to the terms
and conditions of a stock option agreement and the Plan.
Interim CEO Appointment and Agreement
2020
founder and principal of
consumer driven healthcare, and from
principal at
small and mid-stage diagnostic companies and investment groups move emerging
diagnostic content and platforms to market.
In connection with
employment agreement (the "Employment Agreement") with
Company. The Employment Agreement has a one-year term (the "Term"), unless
terminated earlier. After the Term,
be considered "at-will". During the Term, the Employment Agreement provides for
(i) a base salary of
to fifty percent (50%) of
grant of stock options to purchase 250,000 shares of the Company's common stock,
issued in accordance with the Plan, which will vest on the one-year anniversary
of the Riggs Effective Date, subject to
restrictive covenants by which he may be bound and continued employment with the
Company through such date (the "Equity Grant").
to participate in employee benefit programs and plans offered by the Company.
The Equity Grant will be granted on the third business day following the Riggs
Effective Date, at an exercise price per share equal to the fair market value of
a share of the Company's common stock on the applicable effective date of grant,
determined in accordance with the Plan. Except to the extent that provisions of
the Plan relating to termination of continuous service as an employee apply to
the termination of options, to the extent not exercised, the options will expire
ten years from the effective date of grant. The options will be incentive stock
options to the extent permitted by Section 422 of the Internal Revenue Code. The
Equity Grant will be subject to the terms and conditions of a stock option
agreement, the Plan, and
In the event
without Cause (excluding due to death or disability) or by
Reason (as each such term is defined in the Severance Agreement), in addition to
any benefits provided pursuant to
execution of a release of claims and
restrictive covenants by which he may be bound,
receive a pro-rated annual bonus for the year of termination (the "Pro-Rated
Bonus"). The Employment Agreement also contains customary restrictive covenants,
including restrictions related to non-solicitation, competitive activities,
non-publicity, non-disparagement and cooperation. In addition, in connection
with entering into the Employment Agreement, effective as of
assignment agreement, the form of which is attached as Exhibit B to the
Employment Agreement.
The Company also entered into an amended and restated change in control and
executive severance plan agreement, effective as of
"Severance Agreement") pursuant to which, if
for any reason, he will be entitled to receive (i) payment for all accrued but
unpaid salary or bonuses actually earned, (ii) vacation or paid time off
accrued, (iii) business expenses incurred in accordance with the Company's
expense reimbursement policy and (iv) any other unpaid amounts arising under any
employee benefit plans payable as of the date of termination of his employment
(the "Accrued Obligations"). If the Company terminates
without Cause or he resigns for Good Reason (each as defined in the Severance
Agreement) at any time, subject to the execution of a release and certain other
conditions, in addition to the Accrued Obligations and Pro-Rated Bonus pursuant
to the terms and conditions of the Employment Agreement, he will be entitled to
receive (i) six months base salary, (ii) a lump sum payment up to six (6)
months, the specific number of months to be determined by the Company in its
discretion, of the premium costs of any health insurance benefits that he was
receiving at the time of termination of his employment under an employee health
insurance plan subject to the Consolidated Omnibus Budget Reconciliation Act of
1985, and (iii) his unvested equity awards that were scheduled to vest based on
the passage of time during the twelve months following the date of termination
of his employment shall vest. If the Company terminates
without Cause or if he resigns for Good Reason within three (3) months prior to
or twelve (12) months following a Change of Control (as defined in the Severance
Agreement), he will be entitled to the benefits that apply for termination
without Cause or resignation for Good Reason, except that he will receive an
additional payment of six (6) months of his target cash bonus, and all of his
unvested equity awards will vest rather than just those that would were
scheduled to vest during the twelve (12) months following termination of his
employment.
The foregoing descriptions of the Separation Agreement, the Consulting
Agreement, the Employment Agreement, and the Severance Agreement are not
intended to be complete and are qualified in their entirety by the Separation
Agreement, the Employment Agreement and the Severance Agreement filed herewith
as Exhibits 10.1, 10.2, 10.3, and 10.4 to this Current Report on Form 8-K and
incorporated herein by reference.
Appointment of Board Director
On
of
filed as Exhibit 99.2 hereto and incorporated herein by reference.
Effective
serve as a director on the Board with a term that expires at the Annual Meeting
of Shareholders of the Company to be held in 2023 or until his earlier
resignation or removal. The Board has approved
member of the Compensation Committee and the
Committee
Since
Executive Officer of privately held
patient monitoring services to hospitals. From 2014 to 2022,
designs, develops, manufactures, and sells implantable lenses for the eye and
companion delivery systems used to deliver the lenses into the eye. From
2012
advisor for private equity investors and others regarding health care technology
and health care technology service companies, and health care services portfolio
investments. From
Executive Officer of
management company serving ER physicians nationally. From
Qualcomm-backed health care start-up LifeComm. From
2008
practice management and patient records software. From 1993 through 2000, he
served in multiple positions, including Chief Operations Officer, of CorVel
Corporation, a publicly traded national managed care services/technology
company.
In
participate in the director compensation plans and arrangements available to the
Company's other independent directors. The Company's director compensation
program is described under the caption "Director Compensation" in the Company's
proxy statement for its 2022 Annual Meeting of Shareholders filed with the
Other than the aforementioned items, there are no arrangements or understandings
between
elected as a director. There are no family relationships between
direct or indirect material interest in any "related party" transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
Number
10.1 Separation Agreement and General Release of All Claims, by and
between the Company and Ronald Andrews , dated December 1, 2022
10.2 Consulting Agreement, by and between the Company and Ronald
Andrews , dated as of December 1, 2022
10.3 Employment Agreement, by and between the Company and Joshua
Riggs , effective as of December 2, 2022
10.4 Amended & Restated Change in Control and Executive Severance Plan
Agreement, by and between the Company and Joshua Riggs , effective
as of December 2, 2022 .
99.1 Press release announcing Executive Leadership Changes, dated
November 30, 2022 .
99.2 Press release announcing Board Appointment, dated November 30,
2022 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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