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Shareholders' Equity
 3 Months Ended
Mar. 31, 2021
Equity [Abstract]  
Shareholders' Equity

10. Shareholders’ Equity

 

Preferred Stock

 

Oncocyte is authorized to issue 5,000,000 shares of no par value preferred stock. As of March 31, 2021, no preferred shares were issued or outstanding.

 

Common Stock

 

Oncocyte has 150,000,000 shares of common stock, no par value, authorized. As of March 31, 2021 and December 31, 2020, respectively, Oncocyte had 88,914,128 and 69,116,802 shares of common stock issued and outstanding.

 

Common Stock Purchase Warrants

 

As of March 31, 2021, Oncocyte had an aggregate of 3,135,662 common stock purchase warrants issued and outstanding with exercise prices ranging from $1.69 to $5.50 per warrant. The warrants will expire on various dates through October 17, 2029. Certain warrants have “cashless exercise” provisions meaning that the value of a portion of warrant shares may be used to pay the exercise price rather than payment in cash, which may be exercised under any circumstances in the case of the 2017 Bank Warrants and 2019 Bank Warrants or, in the case of certain other warrants, only if a registration statement for the warrants and underlying shares of common stock is not effective under the Securities Act or a prospectus in the registration statement is not available for the issuance of shares upon the exercise of the warrants.

 

Oncocyte has considered the guidance in ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. This liability classification guidance also applies to financial instruments that may require cash or other form of settlement for transactions outside of the company’s control and, in which the form of consideration to the warrant holder may not be the same as to all other shareholders in connection with the transaction. However, if a transaction is not within the company’s control but the holder of the financial instrument can solely receive the same type or form of consideration as is being offered to all the shareholders in the transaction, then equity classification of the financial instrument is not precluded, if all other applicable equity classification criteria are met. Based on the above guidance and, among other factors, the fact that the warrants cannot be cash settled under any circumstance but require share settlement, all of the outstanding warrants meet the equity classification criteria and have been classified as equity.

 

Reconciliation of Changes in Shareholders’ Equity

 

The following tables show changes in components of shareholders’ equity for the three months ended March 31, 2021 (unaudited and in thousands).

 

    Common Stock    

Accumulated Other

Comprehensive

     Accumulated    

Total

Shareholders’

  
    Shares     Amount     Loss     Deficit     Equity  
BALANCE AT JANUARY 1, 2021     69,117     $ 157,160     $                 -     $ (123,677)     $ 33,483  
Net loss     -       -       -       (3,919)       (3,919)  
Stock-based compensation     -       1,290       -       -       1,290  
Sale of common shares, including at-the-market transactions     18,427       71,746       -       -       71,746  
Financing costs paid to issue common shares, including at-the-market transactions     -       (2,878)       -       -       (2,878)  
Exercise of stock options     140       348       -       -       348  
Exercise of warrants     248       802       -       -       802  
Issuance of common stock to Razor Genomics     982       5,756       -       -       5,756  
BALANCE AT MARCH 31, 2021     88,914     $ 234,224     $ -     $ (127,596)     $ 106,628  

 

The following table shows changes in components of shareholders’ equity for the three months ended March 31, 2020 (unaudited and in thousands).

 

    Common Stock     Accumulated Other Comprehensive     Accumulated    

Total

Shareholders’

  
    Shares     Amount     Loss     Deficit     Equity  
BALANCE AT JANUARY 1, 2020     57,032     $ 124,583     $                  -     $ (93,745)     $ 30,838  
Net loss     -       -       -       (7,732)       (7,732)  
Stock-based compensation     -       937       -       -       937  
Sale of common shares     3,523       7,597       -       -       7,597  
Financing costs paid to issue common shares     -       (1)       -       -       (1)  
Shares issued upon vesting of RSU, net of shares retired to pay employees’ taxes     13       (14)       -       -       (14)  
Issuance of common stock for Insight Genetics acquisition     1,916       5,000       -       -       5,000  
BALANCE AT MARCH 31, 2020     62,484     $ 138,102     $ -     $ (101,477)     $ 36,625