SEC Comment Letter for Oncocyte Corp (OCX) (CIK 0001642380) (IMDX) — Dec 15, 2015
Oncocyte Corp (OCX) (CIK 0001642380)
Date: Dec. 15, 2015 · CIK: 0001642380 · Accession: 0000000000-15-057969
AI Filing Summary & Sentiment
File numbers found in text: 001-37648
Letter
Mail Stop 4720 December 15 , 2015 Via Email William Annett Chief Executive Officer OncoCyte Corporation 1301 Harbor Bay Parkway, Suite 100 Alameda, California 94502
Re: OncoCyte Corporation Form 10-12B Filed November 23 , 2015 File No. 001-37648
Dear Mr. Annett :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Manner of Effecting the Distribution, page 29
1. We note your response to our prior comment 7 including your position that providing cash in lieu of shares to shareholders in “excluded jurisdictions ” should be considered a part of a pro rata distribution . However, we are unable to concur that this distribution is pro rata as contemplated by Staff Legal Bulletin No. 4 because the relative interest of shareholders who reside in “restricted jurisdictions” will change a s a result of the distribution. Accordingly, please confirm that you will distribute your shares to all BioTime holders or withdraw your Form 10 and register the distribution of OncoCyte shares under the Securities Act of 1933.
Sponsored Resea rch Agreement with the Wistar Institute of Anatomy and Biology, page 52
2. We note your response to our prior comment 12. However, we deem the total amount of funding you may be required to pay to Wistar to be material information to an investor.
William Annett OncoCyte Corporation December 1 5, 2015 Page 2
Please re vise the description of your agreement with Wistar to d isclose the aggregate payments you may be required to make pursuant to the agreement.
Notes to Financial Statements
2. Summary of Significant Accounting Policies Accounting for BioTime shares, pag e F-10
3. Refer to your response to our prior comment 14. You state on page F -10 that your 2014 sales of BioTime common stock occurred in the open market. Please confirm whether these transactions were between OncoCyte and unrelated third parties whose assets and liabilities are not consolidated into OncoCyte’s financial statements. If so, tell us why under your analogy to ASC 860 -10-55-78 you do not account for the transaction as a sale in OncoCyte’s separate entity f inancial statements, with gain or loss recognized in the statement of operations.
3. Selected Balance Sheet Components Intangible assets, net, page F -14
4. Refer to your response to our prior comment 10. Given the change in focus of your product developmen t and business plans to cancer diagnostic tests, please provide us an analysis supporting the recoverability of the carrying value of your intangible assets related to cancer therapy.
You may contact Rolf Sundwall at (202) 551 -3105 or James Rosenberg at (202) 551 - 3679 if you have questions regarding comments on the financial statements and re lated matters. Please contact Alla Berenshteyn at (202) 551 -4325 or me at (202) 551 -3675 with any other questions.
Sincerely,
/s/ Suzanne Hayes
Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance
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Mail Stop 4720 December 15 , 2015 Via Email William Annett Chief Executive Officer OncoCyte Corporation 1301 Harbor Bay Parkway, Suite 100 Alameda, California 94502 Re: OncoCyte Corporation Form 10-12B Filed November 23 , 2015 File No. 001-37648 Dear Mr. Annett : We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Manner of Effecting the Distribution, page 29 1. We note your response to our prior comment 7 including your position that providing cash in lieu of shares to shareholders in “excluded jurisdictions ” should be considered a part of a pro rata distribution . However, we are unable to concur that this distribution is pro rata as contemplated by Staff Legal Bulletin No. 4 because the relative interest of shareholders who reside in “restricted jurisdictions” will change a s a result of the distribution. Accordingly, please confirm that you will distribute your shares to all BioTime holders or withdraw your Form 10 and register the distribution of OncoCyte shares under the Securities Act of 1933. Sponsored Resea rch Agreement with the Wistar Institute of Anatomy and Biology, page 52 2. We note your response to our prior comment 12. However, we deem the total amount of funding you may be required to pay to Wistar to be material information to an investor. William Annett OncoCyte Corporation December 1 5, 2015 Page 2 Please re vise the description of your agreement with Wistar to d isclose the aggregate payments you may be required to make pursuant to the agreement. Notes to Financial Statements 2. Summary of Significant Accounting Policies Accounting for BioTime shares, pag e F-10 3. Refer to your response to our prior comment 14. You state on page F -10 that your 2014 sales of BioTime common stock occurred in the open market. Please confirm whether these transactions were between OncoCyte and unrelated third parties whose assets and liabilities are not consolidated into OncoCyte’s financial statements. If so, tell us why under your analogy to ASC 860 -10-55-78 you do not account for the transaction as a sale in OncoCyte’s separate entity f inancial statements, with gain or loss recognized in the statement of operations. 3. Selected Balance Sheet Components Intangible assets, net, page F -14 4. Refer to your response to our prior comment 10. Given the change in focus of your product developmen t and business plans to cancer diagnostic tests, please provide us an analysis supporting the recoverability of the carrying value of your intangible assets related to cancer therapy. You may contact Rolf Sundwall at (202) 551 -3105 or James Rosenberg at (202) 551 - 3679 if you have questions regarding comments on the financial statements and re lated matters. Please contact Alla Berenshteyn at (202) 551 -4325 or me at (202) 551 -3675 with any other questions. Sincerely, /s/ Suzanne Hayes Suzanne Hayes Assistant Director Office of Healthcare and Insurance