Insight Molecular Diagnostics Inc.

DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Oncocyte Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Dear Shareholder:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “Meeting) of Oncocyte Corporation (“Oncocyte”) which will be held virtually on Friday, June 28, 2024, at 10:00 a.m. Pacific Time online throughhttps://web.lumiconnect.com/259974801.

The Notice and Proxy Statement on the following pages contain details concerning the business to come before the Meeting and instructions on how to gain admission online. Management will report on current operations, and there will be an opportunity for discussion concerning Oncocyte and its activities. Please sign and return your proxy card in the enclosed envelope to ensure that your shares will be represented and voted at the virtual Meeting even if you cannot attend. You are urged to sign and return the enclosed proxy card even if you plan to attend the virtual Meeting.

NOTICE OF VIRTUAL ANNUAL MEETING OF SHAREHOLDERS

To Be Held Friday, June 28, 2024

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Shareholders (the “Meeting”) of Oncocyte Corporation (“Oncocyte,” “we,” or “our”) will be held virtually on Friday, June 28, 2024, at 10:00 a.m. Pacific Time online throughhttps://web.lumiconnect.com/259974801for the following purposes:

1. To elect the following four (4) director nominees to hold office until the next Annual Meeting of Shareholders or until their earlier death, resignation, or removal: Joshua Riggs, Andrew Arno, Andrew J. Last and Louis E. Silverman;

2. To ratify the appointment of Marcum LLP as Oncocyte’s independent registered public accounting firm for the year ending December 31, 2024; and

3. To approve, on a non-binding advisory basis, Oncocyte’s named executive officer compensation for the year ended December 31, 2023.

We may also transact such other business as may properly come before the Meeting or any postponements or adjournments thereof.

The Board of Directors has fixed the close of business on April 29, 2024 as the record date for determining shareholders entitled to receive notice of and to vote at the Meeting or any postponements or adjournments thereof.

This year we have made arrangements for our shareholders to attend and participate at the Meeting through an online electronic video screen communication athttps://web.lumiconnect.com/259974801. If you wish to attend the Meeting online you will need to gain admission in the manner described in the Proxy Statement. Although the Meeting will not be held in person, shareholders will, to the extent possible, be afforded the same rights and opportunities to participate at the virtual Meeting similarly to how they would participate at an in-person meeting.

Whether or not you expect to attend the Meeting online, you are urged to sign and date the enclosed form of proxy and return it promptly so that your shares may be represented and voted at the Meeting. If you should be present at the virtual Meeting, your proxy will be returned to you if you so request.

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY PROMPTLY BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD.

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held June 28, 2024.

The Letter to Shareholders, Notice of Meeting and Proxy Statement, and Annual Report on Form 10-K,

**are available at:**https://www.astproxyportal.com/ast/27464

By Order of the Board of Directors,

Irvine, California

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