Insight Molecular Diagnostics Inc.

DEF 14A 1 formdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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)

Payment of Filing Fee (Check the appropriate box):

Dear Shareholder:

You are cordially invited to attend the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Oncocyte Corporation, a California corporation (“Oncocyte”) which will be held virtually on Friday, June 27, 2025, at 10:00 a.m. Pacific Time online throughhttps://web.lumiconnect.com/259974801.

You will be able to listen to the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the Annual Meeting by visitinghttps://web.lumiconnect.com/259974801and entering the control number included on the proxy card or voting instruction form, as applicable. Please check in early to ensure that you can access the Annual Meeting on your computer or other electronic device. There is no physical location for the Annual Meeting. The Notice of Annual Meeting of Shareholders and Proxy Statement on the following pages contain details concerning the business to come before the Annual Meeting and instructions on how to gain admission online.

We are distributing our proxy materials to certain shareholders via the Internet under the U.S. Securities and Exchange Commission “Notice and Access” rules. We believe this approach allows us to provide shareholders with a timely and convenient way to receive proxy materials and vote, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. We are mailing to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”), rather than a paper copy of the proxy statement, the proxy card and our Annual Report for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). The Notice of Internet Availability contains instructions on how to access the proxy materials, vote and obtain, if desired, a paper copy of the proxy materials.

Your vote is very important, regardless of the number of shares of our voting securities that you own. As an alternative to voting online during the Annual Meeting, you may vote in advance of the Annual Meeting, via the Internet, email or facsimile, or by signing, dating and returning the proxy card that is mailed to those that request paper copies of the proxy statement and the other proxy materials. Whether or not you expect to attend the virtual Annual Meeting, please read the Proxy Statement carefully, and then vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting.

If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Annual Meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting.

Thank you for your support of our company. I look forward to your virtual participation at the Annual Meeting.

**15 Cushing

Irvine, California 92618** **

(949) 409-7600

NOTICE OF VIRTUAL ANNUAL MEETING OF SHAREHOLDERS

To Be Held Friday, June 27, 2025

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Oncocyte Corporation, a California corporation (“Oncocyte,” “we,” or “our”) will be held virtually on Friday, June 27, 2025, at 10:00 a.m. Pacific Time online throughhttps://web.lumiconnect.com/259974801 for the following purposes:

1. To elect the following four (4) director nominees, each to serve until the 2026 annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal: Joshua Riggs, Andrew Arno, Andrew J. Last and Louis E. Silverman;

2. To ratify the appointment of CBIZ CPAs P.C. as Oncocyte’s independent registered public accounting firm for the year ending December 31, 2025;

3. To approve, on a non-binding advisory basis, Oncocyte’s named executive officer compensation for the year ended December 31, 2024; and

4. To approve an amendment to the Oncocyte Corporation Amended and Restated 2018 Equity Incentive Plan to increase the total number of shares of the Company’s common stock authorized for issuance under such plan by 1,500,000, to a total of 3,800,000 shares.

We may also transact such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof. The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

After careful consideration, the board of directors recommends a vote “FOR” each director nominee listed in Proposal No. 1 and “FOR” Proposal Nos 2, 3 and 4.

The Board has fixed the close of business on May 12, 2025 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any postponements or adjournments thereof.

This year we have made arrangements for our shareholders to attend and participate at the Annual Meeting through an online electronic video screen communication athttps://web.lumiconnect.com/259974801. If you plan on attending the Annual Meeting online, please read the “HOW TO ATTEND THE ANNUAL MEETING” section at the end of this Proxy Statement for information about how to attend and participate in the Annual Meeting online. Although the Annual 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 Annual Meeting similarly to how they would participate at an in-person meeting.

YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.

Whether or not you expect to attend the virtual Annual Meeting, please read the Proxy Statement carefully, and then vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. If you should be present at the virtual Annual Meeting, your proxy will be returned to you if you so request.

Beginning on or around May 16, 2025, we will send a Notice Regarding the Availability of Proxy Materials to all shareholders entitled to vote at the Annual Meeting, together with instructions on how to access our proxy materials over the internet and how to vote.**The Notice of Internet Availability is not a proxy card and cannot be used to vote your shares.**If you received this Notice and would prefer to receive paper copies of the proxy materials at no charge, you may notify us at info@oncocyte.com or (949) 409-7600.

**Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held June 27, 2025.

The Letter to Shareholders, Notice of Meeting and Proxy Statement, and 2024 Annual Report on Form 10-K,

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

By Order of the Board of Directors,

Irvine, California

ONCOCYTE CORPORATION

Proxy Statement

For the Annual Meeting of Shareholders

To be Held on June 27, 2025

Table of Contents

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VIRTUAL ANNUAL MEETING OF SHAREHOLDERS

To Be Held on Friday, June 27, 2025

PROXY STATEMENT

This proxy statement (this “Proxy Statement”) is solicited on behalf of the Board of Directors of Oncocyte Corporation, a California corporation (the “Company,” “Oncocyte,” “we,” “us,” or “our”) for use at our 2025 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually via a live webcast on Friday, June 27, 2025, at 10:00 a.m. Pacific Time, or at any postponements or adjournments thereof. The Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), or this Proxy Statement and the accompanying proxy card, Notice and Annual Report for the year ended December 31, 2024 (the “Annual Report”), as applicable, are expected to be first sent or given to shareholders on or about May 16, 2025.

You can attend the Annual Meeting online, submit your questions and vote your shares virtually online throughhttps://web.lumiconnect.com/259974801.

The executive offices of the Company are located at, and the mailing address of the Company is, 15 Cushing, Irvine, California 92618.