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Subsequent Events | 3 Months Ended
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Mar. 31, 2021
Subsequent Events [Abstract] |
Subsequent Events | 15. Subsequent Events Merger Agreement with Chronix Biomedical, Inc. On April 15, 2021 (the “Closing Date”), OncoCyte completed its acquisition of Chronix pursuant to an Agreement and Plan of Merger dated February 2, 2021, amended February 23, 2021, and amended and restated as of April 15, 2021 (as amended and restated, the “Chronix Merger Agreement”), by and among OncoCyte, CNI Monitor Sub, Inc., a Delaware corporation and wholly-owned subsidiary of OncoCyte (“Merger Sub”), Chronix, the stockholders party to the Chronix Merger Agreement (the “Stockholders”) and a party named as equityholder representative. Pursuant to the Chronix Merger Agreement, Merger Sub merged with and into Chronix, with Chronix surviving as a wholly-owned subsidiary of OncoCyte (the “Chronix Merger”). Prior to the Chronix Merger, Chronix was a privately-held molecular diagnostics company, developing blood tests for use in cancer treatment and organ transplantation. Merger Consideration Pursuant to the Chronix Merger Agreement, OncoCyte agreed to deliver closing consideration consisting of approximately (i) 591,000 shares of OncoCyte common stock (the “Closing Shares”), which represents approximately $1.13 million of Closing Shares issued to Chronix stockholders and approximately $1.87 million of Closing Shares issued to payoff assumed liabilities, based on the $5.09 closing price per share of OncoCyte common stock on the NYSE American on February 1, 2021; (ii) $4.25 million in cash; and (iii) $2.5 million of assumed liabilities of Chronix payable in installments through July 2022. The closing consideration, milestones, and earnout consideration include amounts payable to certain directors, officers and employees of Chronix, including officers and employees who are expected to continue to provide services to Chronix following the Chronix Merger. Milestones & Earnout Consideration As consideration for holders of certain classes and series of Chronix capital stock, the Chronix Merger Agreement provides for OncoCyte to pay (i) up to $14 million in any combination of cash or OncoCyte common stock if certain milestones are achieved, (ii) earnout consideration during the five to ten-year earnout periods of up to 15% of net collections for sales of specified tests and products, and (iii) up to 75% of net collections from the sale or license to a third party of Chronix’s patents for use in transplantation medicine during a seven-year earnout period. Liabilities Pursuant to the Chronix Merger Agreement, to the extent that OncoCyte or any of its subsidiaries, including Chronix, pays, performs or discharges an amount of liabilities of Chronix in excess of $8.25 million (the “Excess Liabilities”), OncoCyte may set off the Excess Liabilities against any additional payments that subsequently become due and payable pursuant to the Chronix Merger Agreement. Chronix had Excess Liabilities approximating $4.6 million as of the Closing Date. Prior to Chronix equity holders receiving any additional payments, all or a partial amount of any such additional payments may be used to pay Excess Liabilities.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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