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Assets Held for Sale and Discontinued Operations

6 Months Ended

Jun. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Assets Held for Sale and Discontinued Operations

16. Assets Held for Sale and Discontinued Operations

Razor Disposal

On December 15, 2022, the Company entered into the Razor Stock Purchase Agreement with Dragon and Razor. Pursuant to the Razor Stock Purchase Agreement, Oncocyte agreed to sell, and Dragon agreed to purchase, 3,188,181 shares of common stock of Razor, which constitutes approximately 70% of the issued and outstanding equity interests of Razor on a fully-diluted basis. On February 16, 2023, Oncocyte completed the Razor Sale Transaction. In connection with the Razor Closing, Oncocyte transferred to Razor all of the assets and liabilities related to DetermaRx. While no monetary consideration was received for the sale of 70% of the equity interests of Razor, the transaction allows the Company to eliminate all development and commercialization costs with respect to DetermaRx. Following the Razor Closing, Oncocyte continues to own 1,366,364 shares of common stock of Razor, which constitutes approximately 30% of the issued and outstanding equity interests of Razor on a fully-diluted basis.

In addition to the transfer of 70% of the equity interests of Razor, the Razor Stock Purchase Agreement provided that Dragon would purchase furniture, fixtures, and equipment from the Company for a cash consideration of $115,660. Upon the Razor Closing, the Company deconsolidated the assets and liabilities of Razor as control of Razor has transferred to Dragon.

The Company recorded the final adjustment related to the disposal, including final working capital adjustments, and recognized a loss of $1.3 million during the first quarter of 2023. Including the impairment losses we recognized as of December 31, 2022 related to this transaction, we recorded an overall loss of $27.2 million. The operating results for Razor have been recorded in discontinued operations of the accompanying unaudited condensed consolidated statements of operations for all periods presented, and we have reclassified their assets and liabilities as held for sale for the year ended December 31, 2022.

Laboratory equipment sold and held for sale

On January 31, 2023, the Company entered into an agreement to sell laboratory equipment for $0.2 million. As of June 30, 2023, the Company classified the equipment not yet sold as held for sale in current assets in the unaudited condensed consolidated balance sheet, as all the criteria of ASC subtopic 360-10, Property, Plant, and Equipment (“ASC 360-10”) have been met and the transaction was qualified as assets held for sale. The balance included in current assets held for sale related to this transaction was $0.2 million.

In March 2023, the Company entered into an agreement to auction equipment for $0.1 million net proceeds. The auction was finalized on March 21, 2023, and the Company recorded a loss of $0.3 million which is included in the loss on disposal and held-for-sale assets, on the unaudited condensed consolidated statement of operations.

On March 31, 2023, the Company entered into an agreement to sell laboratory equipment for $0.2 million. As a result, the Company classified the equipment as held for sale as current assets, in the unaudited condensed consolidated balance sheet, as all the criteria of ASC subtopic 360-10, Property, Plant, and Equipment (“ASC 360-10”) have been met and the transaction was qualified as assets held for sale. This equipment was written down to its fair value, less cost to sell, to $0.2 million in the unaudited condensed consolidated balance sheet. As a result of the expected sale, the Company recorded an impairment loss and loss on disposal of $1.0 million on held-for-sale assets, in the unaudited condensed consolidated statement of operations.

The Company classified its results of operations as discontinued operations for all periods presented in the accompanying unaudited condensed consolidated statements of operations. We have retrospectively adjusted the amounts reported for the period ended June 30, 2022, in the following table to give effect to such reporting of discontinued operations. For the period ended June 30, 2023, discontinued operations reflect operating results of Razor up to the closing of the sale.

The Company’s unaudited condensed consolidated balance sheets and consolidated statements of operations report discontinued operations separate from continuing operations. Our unaudited condensed consolidated statements of comprehensive loss, statements of shareholders’ equity and statements of cash flows combined continuing and discontinued operations. A summary of financial information related to the Company’s discontinued operations is as follows.

ONCOCYTE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table represents the results of the discontinued operation of Razor (in thousands):

Schedule of Discontinued Operations


		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2023				2022				2023				2022
Net revenue		$	-			$	1,830			$	421			$	2,874

Cost of revenues			-				2,175				507				3,999
Research and development			-				3,130				702				6,251
Sales and marketing			-				3,395				498				6,366
General and administrative			-				66				329				72
Loss from impairment of held for sale assets			-				-				1,311				-
Net loss from discontinued operations		$	-			$	(6,936	)		$	(2,926	)		$	(13,814	)

The following table represents the carrying amounts of the held for sale related assets and liabilities as of June 30, 2023 and carrying amounts of the held for sale related assets and liabilities of discontinued operations as of December 31, 2022 (in thousands):

		June 30,				December 31,
		2023				2022

ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	-			$	1,510
Prepaid expenses and other current assets			-				346
Machinery and equipment, net, and construction in progress			-				211
Intangible assets, net			-				25,920
Impairment of held for sale assets			-				(25,866	)
TOTAL ASSETS		$	-			$	2,121

LIABILITIES
Accounts payable		$	135			$	492
Accrued compensation			-				248
Accrued expenses and other current liabilities			-				1,265
Total current liabilities			135				2,005

TOTAL LIABILITIES		$	135			$	2,005

The following table summarizes cash used related to Razor as of and for the six months ended June 30, 2023 and 2022 (in thousands):


		Six Months Ended
		June 30,
		2023				2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash used in operating activities		$	(4,357	)		$	(10,549	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities		$	-			$	(96	)