Sheppard, Mullin, Richter & Hampton LLP represented OncoCyte Corporation in the acquisition.
OncoCyte Corporation (NYSE American: OCX), a molecular diagnostics company with a mission to provide actionable answers at critical decision points across the lung cancer care continuum, announced that it has entered into an agreement to acquire, through a subsidiary, all of the outstanding capital stock of privately-held Insight Genetics, Inc. (IG), which has a history of impactful discoveries in the areas of lung and breast cancer.
Upon closing, OncoCyte will deliver closing consideration of approximately $12 million, consisting of $7 million in cash and $5 million of OncoCyte common shares, less deductions for transaction expenses and other liabilities.
The merger agreement provides for OncoCyte to pay a 10-year revenue share of not more than 10% of net collected revenues for current IG pharma service offerings and a tiered revenue share percentage of net collected revenues through the end of the lifecycle if certain new cancer tests are developed using IG technology. OncoCyte may pay contingent consideration of up to $6 million, in any combination of cash or OncoCyte common shares if certain milestones are achieved.
The closing of the merger with IG is subject to a number of conditions, including approval of the merger by IG’s stockholders. OncoCyte will issue the shares in a private placement and has agreed to register the shares for resale.
The Sheppard Mullin team, led by partner Kandace Watson (Picture), included partners Dmitiry Chelnitsky, Jing Liu, Jamie Mercer, and Robert Wernli; associates Cedric Powell, Danielle Moore and Andrea Ramos; and attorney Shane Killeen.
Involved fees earner: Dmitriy Chelnitsky – Sheppard Mullin; Jing Liu – Sheppard Mullin; James Mercer III – Sheppard Mullin; Danielle Moore – Sheppard Mullin; Cedric Powell – Sheppard Mullin; Andrea Ramos – Sheppard Mullin; Kandace Watson – Sheppard Mullin; Robert Wernli Jr. – Sheppard Mullin;
Law Firms: Sheppard Mullin;
Clients: OncoCyte Corporation;