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)

N/A

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

Dear Shareholder:

You are cordially invited to attend a Special Meeting of Shareholders (the “Meeting”) of Oncocyte Corporation, which will be held virtually on Friday, October 11, 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 or any postponement or adjournment thereof, and instructions on how to gain admission to the Meeting online. 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 SPECIAL MEETING OF SHAREHOLDERS

To Be Held Friday, October 11, 2024

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Oncocyte Corporation (the “Meeting”) will be held virtually online throughhttps://web.lumiconnect.com/259974801 for the following purposes:

1. To approve the amendment and restatement of our 2018 Equity Incentive Plan (as previously amended, the “Incentive Plan”) to: (a) provide for an additional 1,250,000 shares of our common stock to be available for the issuance of equity awards thereunder, such that the total number of shares of common stock that have been made available for issuance since the inception of the Incentive Plan is 2,300,000, (b) provide that the Board, or applicable Committee of the Board, may delegate, in its discretion, to one or more of our executive officers, the limited authority to grant awards under the Incentive Plan, subject to the limitations under the Incentive Plan with respect to the participants eligible to receive such awards and any other limitations and guidelines established by the Board, or applicable Committee of the Board, with respect to the exercise of such delegated authority, (c) eliminate “fungible share counting” in order to provide that any shares of our common stock granted in connection with any awards will be counted against the number of shares available for the grant of awards under the Incentive Plan as one share for every award, (d) eliminate the limitations on “share recycling” in order to provide that any shares of our common stock tendered in payment of an option, delivered or withheld by us to satisfy any tax withholding obligation, covered by a stock-settled award that were not issued upon the settlement of the award, or repurchased by us using the proceeds from option exercises, will again be made available for issuance under the Incentive Plan, and (e) eliminate the restrictions in the Incentive Plan that prohibit the terms of any award to provide for vesting, in whole or in part, prior to the date that is one year from the date on which the award is granted, in each case, as contemplated by an Amended and Restated 2018 Equity Incentive Plan (the “Amended and Restated Incentive Plan”);

2. To approve an adjournment of the Meeting in the event a quorum is not achieved; and

3. To transact such other business as may properly come before the Meeting or any postponement or adjournment thereof.

The Board of Directors has fixed the close of business on September 16, 2024, as the record date for determining shareholders entitled to receive notice of and to vote at the Meeting or any postponement or adjournment thereof.

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 Special Meeting of Shareholders to be held on Friday, October 11, 2024.

The Letter to Shareholders, Notice of Special Meeting of Shareholders and Proxy Statement

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

By Order of the Board of Directors,

Irvine, California

Approximate mailing date of proxy materials: September 25, 2024

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