UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A-1



☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2019



OR



☐ TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from ___________ to __________



Commission
file number 1-37648



OncoCyte
Corporation

(Exact
name of registrant as specified in its charter)



|California                                                                                                              |  | 27-1041563                                                                                   
|----------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------
|(State
                                         or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
                                         Employer
        Identification
        No.)



15
Cushing

Irvine,
California 92618

(Address
of principal executive offices) (Zip Code)



Registrant’s
telephone number, including area code (949) 409-7600



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class        |  | Trading
    Symbol |  | Name
    of each exchange on which registered
|------------------------------ |  | ------------------ |  | ---------------------------------------------
|Common
    Stock, no par value |  | OCX                |  | NYSE
    American                            



Securities
registered pursuant to Section 12(g) of the Act:

None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
No ☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
No ☒



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes ☒ No ☐



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer ☐ | Accelerated
    filer ☐        
|----------------------------- | -------------------------------
|Non-accelerated
    filer ☒   | Smaller
    reporting company ☒
|                              | Emerging
    growth company ☒  



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. ☒



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
☒



The
approximate aggregate market value of shares of voting common stock held by non-affiliates computed by reference to the price
at which shares of common stock were last sold as of June 30, 2019 was approximately $47.0 million. Shares held by each executive
officer and director and by each person who beneficially owns more than 5% of the outstanding common stock have been excluded
in that such persons may under certain circumstances be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.



As
of March 4, 2020, there were outstanding 62,471,122 shares of common stock, no par value.



DOCUMENTS
INCORPORATED BY REFERENCE



None
















References
to “Oncocyte,” “our” or “us” mean OncoCyte Corporation.



The
description or discussion, in this Form 10-K/A-1, of any contract or agreement is a summary only and is qualified in all respects
by reference to the full text of the applicable contract or agreement.



References
to this Report mean our Annual Report on Form 10-K for the year ended December 31, 2019, as amended by this Amendment No. 1.



We
are filing this Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) to amend our Annual Report on Form 10-K for
the year ended December 31, 2019, originally filed with the Securities and Exchange Commission (the “SEC”) on March
26, 2020, to include the information required by Items 10 through 14 of Part III of Form 10-K. We previously omitted this information
from our Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits that information to be incorporated in
the Form 10-K by reference from a definitive proxy statement if the proxy statement is filed no later than 120 days after our
fiscal year-end. We are filing this Amendment No. 1 solely to provide the information required in Part III of Form 10-K because
our definitive proxy statement containing this information will not be filed until a later date. The reference on the cover of
the Form 10-K to the incorporation by reference to portions of our definitive proxy statement into Part III of the original Form
10-K is hereby deleted.



PART
III



Item
10. Directors, Executive Officers, and Corporate Governance



Directors



The
names and ages of our directors are:



Ronald
Andrews, 60, joined our Board of Directors in April 2018 and has served as our President and Chief Executive Officer since
July 1, 2019. Mr. Andrews is the founder and former principal of the Bethesda Group, a consulting firm that advises companies
in the molecular diagnostics and genomics fields. Prior to founding the Bethesda Group in 2015, Mr. Andrews served as President,
Genetic Sciences Division of Thermo Fisher Scientific from September 2013 to December 2014, and as President, Medical Sciences
Venture for Life Technologies from February 2012 to September 2013 when Life Technologies was acquired by Thermo Fisher. From
2004 to December 2010, Mr. Andrews was the Chief Executive Officer and Vice Chairman of the Board of Clarient, Inc., a cancer
diagnostics company, and from December 2010 to February 2012 he served as CEO of GE Molecular Diagnostics after Clarient was acquired
by GE Healthcare. Mr. Andrews also held management positions with companies in diagnostics and related medical fields, including
Roche Molecular Diagnostics, Immucor, Inc. and Abbott Labs. Mr. Andrews also serves as a director of Oxford ImmunoTec. Mr. Andrews
is also a member of the Board of Governors of CancerLinQ LLC, a wholly-owned non-profit subsidiary of the American Society of
Clinical Oncology.



Andrew
Arno, 60, joined our Board of Directors in June 2015 and has 30 years of experience working with emerging growth companies.
He is currently Vice Chairman of “The Special Equities Group” at Bradley Woods, a privately held investment banking
firm, after serving as a Vice Chairman at Chardan Capital Markets, LLC. From June 2013 until July 2015 Mr. Arno served as Managing
Director of Emerging Growth Equities, an investment bank, and Vice President of Sabr, Inc., a family investment group. He was
previously President of LOMUSA Limited, an investment banking firm. From 2009 to 2012, Mr. Arno served as Vice Chairman and Chief
Marketing Officer of Unterberg Capital, LLC, an investment advisory firm that he co-founded. He was also Vice Chairman and Head
of Equity Capital Markets of Merriman Capital LLC, an investment banking firm, and served on the board of the parent company,
Merriman Holdings, Inc. Mr. Arno currently serves on the boards of directors of Smith Micro Software, Inc. and served as a director
of Asterias Biotherapeutics, Inc. from August 2014 until it was acquired by Lineage Cell Therapeutics, Inc. in March 2019.



2







Melinda
Griffith, 65, joined our Board of Directors in July 2019. Ms. Griffith has been Vice President of Strategic Alliance Management
and Chief Legal Counsel at the Parker Institute for Cancer Immunotherapy since 2016. Since 2015, Ms. Griffith has served as the
Chair of the Board of Directors of Thrive Networks, a non-profit organization supporting healthcare, water and sanitation, and
education projects in Vietnam, Cambodia and Laos. Previously, Ms. Griffith worked at Clarient, Inc., a CLIA-certified cancer testing
lab, where she served as Senior Vice President from 2010 through 2013, as General Counsel from 2010 to 2011, and as Chief Compliance
Officer and head of Business Development and Product Strategy from 2011 to 2013, where she aided the company through the public
tender offer and sale process to GE Healthcare. Ms. Griffith previously served in executive roles at Axys Pharmaceuticals from
1992 to 1995, Genelabs Technologies from 1995 to 1998, Tethys Bioscience from 2008 to 2009, and CardioDx from 2014 to 2015. Additionally,
Ms. Griffith served as the global head of licensing and law for Hoffmann La-Roche’s molecular diagnostic business from 1998
to 2007, where she oversaw the worldwide PCR licensing programs and directed its IP strategy and litigation in U.S. and foreign
courts and agencies. Ms. Griffith directed GE Healthcare’s Congressional and Medicare lobbying efforts to address CMS coverage
and reimbursement determinations for in vitro diagnostic tests from 2011 to 2013, and was on the Board of Directors
of the California Clinical Laboratory Association from 2012 to 2013. Ms. Griffith received a JD from the University of California,
Hastings College of the Law, and a Bachelor of Science degree in Business Administration from the University of California, Berkeley.
She is admitted to practice law in New York and California.



Alfred
D. Kingsley, 77, joined the Board of Directors during September 2009 and served as Chairman of the Board from December 2010
until April 2018. Mr. Kingsley is also the Chairman of the Board of Directors of Lineage Cell Therapeutics, Inc. (Lineage), formerly
BioTime, Inc.. Mr. Kingsley has been general partner of Greenway Partners, L.P., a private investment firm, and President of Greenbelt
Corp., a business consulting firm, since 1993. Greenbelt Corp. served as Lineage’s financial advisor from 1998 until June
30, 2009. Mr. Kingsley was Senior Vice-President of Icahn and Company and its affiliated entities for more than 25 years. Mr.
Kingsley served as a director of Asterias Biotherapeutics, Inc. from September 2012 until it was acquired by Lineage in March
2019. Mr. Kingsley holds a BS degree in economics from the Wharton School of the University of Pennsylvania, and a J.D. degree
and LLM in taxation from New York University Law School.



Andrew
J. Last, 60, joined the Board of Directors during December 2015. In April 2019, Dr. Last was appointed as Executive Vice President
and Chief Operating Officer of Bio-Rad Laboratories, Inc. Dr. Last previously served as Chief Commercial Officer at Berkeley Lights
Inc. and as Chief Operating Officer of Intrexon Corporation. From 2010 to 2016, Dr. Last was Executive Vice President and Chief
Operating Officer of Affymetrix. Before joining Affymetrix, Dr. Last served as Vice President, Global and Strategic Marketing
of BD Biosciences and as General Manager of Pharmingen from 2004 to 2010. From 2002 to 2004, Dr. Last held management positions
at Applied Biosystems, Inc., including as Vice President and General Manager from 2003-2004 and Vice President of Marketing 2002-2003.
Earlier in his career, he served in a variety of management positions at other companies, including Incyte Genomics and Monsanto.
Dr. Last holds Ph.D. and MS degrees with specialization in Agrochemical Chemicals and Bio-Aeronautics, respectively, from Cranfield
University, and a BS degree in Biological Sciences from the University of Leicester in the United Kingdom.



Cavan
Redmond, 59, joined our Board of Directors in August of 2015 and was appointed Chairman of the Board during April 2018. Since
2014, Mr. Redmond has served as Partner for Zarsy, LLC. Mr. Redmond served as Chief Executive Officer of WebMD from May 2012 until
May 2013. From August 2011 until May 2012, Mr. Redmond served as Group President, Animal Health, Consumer Healthcare and Corporate
Strategy of Pfizer Inc., a pharmaceutical company. He served as Pfizer’s Group President, Animal Health, Consumer Healthcare,
Capsugel and Corporate Strategy from December 2010 until August 2011 and as its Senior Vice President and Group President, Pfizer
Diversified Businesses from October 2009 until December 2010. Prior to Pfizer’s acquisition of Wyeth, a pharmaceutical company,
Mr. Redmond served as President, Wyeth Consumer Healthcare and Animal Health Business. Before that, he held the positions of President,
Wyeth Consumer Healthcare from December 2007 until May 2009 and served on Wyeth Parmaceuticals’ Executive Leadership Team.
At Wyeth, Mr. Redmond served as General Manager and Executive Vice President of Wyeth Bioparhma which grew into a leading global
biotech company under his leadership. Mr. Redmond also served as a director of Lineage Cell Therapeutics, Inc. from February 2018
through July 2019 and has served on the boards of directors of The Wistar Institute of Anatomy and Biology and the Arthritis Foundation.



3







Code
of Ethics



We
have adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to our principal executive officers,
our principal financial officer and accounting officer, our other executive officers, and our directors. The purpose of the Code
of Ethics is to promote (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reports and
documents that we file with or submit to the SEC and in our other public communications; (iii) compliance with applicable governmental
rules and regulations; (iv) prompt internal reporting of violations of the Code of Ethics to an appropriate person or persons
identified in the Code of Ethics; and (v) accountability for adherence to the Code of Ethics. A copy of our Code of Ethics has
been posted on our internet website and can be found at www.oncocyte.com. We intend to disclose any future amendments
to certain provisions of our Code of Ethics, and any waivers of those provisions granted to our principal executive officers,
principal financial officer, principal accounting officer or controller or persons performing similar functions, by posting the
information on our website within four business days following the date of the amendment or waiver.



Audit
Committee



The
Board of Directors has an Audit Committee, the members of which are independent in accordance with Section 803(A) of the NYSE
American Company Guides and Section 10A-3 under the Exchange Act. The members of the Audit Committee must also meet the independence
tests applicable to members of audit committees under the NYSE American Company Guide.



The
members of the Audit Committee are Andrew Arno (Chair), Andrew J. Last, and Cavan Redmond. Ronald Andrews also served as a member
of the Audit Committee until July 2019. The purpose of the Audit Committee is to recommend the engagement of our independent
registered public accountants, to review their performance and the plan, scope, and results of the audit, and to review and approve
the fees we pay to our independent registered public accountants. The Audit Committee also will review our accounting and financial
reporting procedures and controls.



Our
Board of Directors has determined that Andrew Arno meets the criteria of an “audit committee financial expert” within
the meaning of the SEC’s regulations based on his many years of experience in the investment banking industry, and his audit
committee service at another company, including the evaluation of financial statements.



Executive
Officers



Ronald
Andrews, Chief Executive Officer and President, Mitchell Levine, Chief Financial Officer, Albert Parker, Chief Operating Officer,
Lyndal K. Hesterberg, Chief Scientific Officer, Douglas Ross, M.D., Chief Medical Officer, Tony Kalajian, Sr. Vice President and
Chief Accounting Officer, and Padma Sundar, Sr. Vice President-Marketing and Market Access, are our other executive officers.
William Annett served as our Chief Executive Officer until June 30, 2019.



Mitchell
Levine joined Oncocyte as Chief Financial Officer in November 2017. In 2000, Mr. Levine founded Enable Capital Management.
LLC, the general partner of Enable Growth Partners, L.P. which provided growth capital to private and publicly traded companies,
catalyzing transformative corporate innovation, job growth, and economic expansion in technology, life sciences, consumer products,
and energy. Prior to founding Enable, Mr. Levine was a founding member of The Shemano Group, a leading San Francisco-based investment
bank that focused on the capital needs of growth companies. He has also worked at Bear Stearns and Lehman Brothers. Mr. Levine
received his BA from the University of California, Davis.



Albert
P. Parkerjoined Oncocyte as Chief Operating Officer during August 2018. Prior to joining Oncocyte, Mr. Parker was the managing
shareholder of GC Legal Advisors, a law firm established to provide or supplement in-house legal support on an interim, part-time,
or project basis for companies operating across various industries. Mr. Parker also served as Executive Vice President, General
Counsel and Corporate Secretary of Sunovion Pharmaceuticals from 2013 to 2014. From 2000-2010, Mr. Parker served in a number of
management and legal positions at the Vice President or Senior Vice President and Chief Counsel level at Wyeth Pharmaceuticals
(now a part of Pfizer). Before joining Wyeth Pharmaceuticals, Mr. Parker served as an Assistant General Counsel at Warner-Lambert
Company, and was a partner in a Philadelphia law firm. Mr. Parker holds a J.D. from the University of Pennsylvania Law School
and a B.A. from Pennsylvania State University



4







Lyndal
K. Hesterberg, Ph.D. was appointed Chief Scientific Officer during March 2019 after serving as our Senior Vice President-Research
and Development since November 2016. Dr. Hesterberg began providing consulting services to Oncocyte in 2015 and was named Vice
President of Development in February of 2016. Dr. Hesterberg also provided counsel on clinical trial design, product development,
and corporate strategy as a consultant to medical and biotech companies. Until 2012, Dr. Hesterberg was the Chief Technology Officer
of Crescendo Biosciences where he was responsible for clinical trial, laboratory operations, manufacturing and quality systems
and helped bring to market Vectra DA. Previously, he was the president and Chief Executive Officer of Barofold, Inc., where he
led the company from product conception through its clinical stage, and recruited a senior leadership team that developed a pipeline
of proprietary drug candidates. Dr. Hesterberg received his Ph.D. in biochemistry from the University of St. Louis and a Bachelor
of Sciences from the University of Illinois.



Douglas
Ross, M.D.was appointed Chief Medical Officer during March 2020. Prior to joining Oncocyte, Dr. Ross was a principal of the
Bethesda Group, LLC, biomedical consulting company that he co-founded in 2015. From 2014, until founding Bethesda Group, Dr. Ross
served as Chief Scientific Officer of CardioDx, Inc. In 2011 Dr. Ross joined the Medical Science Division of Life Technologies
and served as its Chief Scientific Officer on a consulting basis until that company was acquired by Thermo Fisher Scientific in
2013. Dr. Ross’s private sector career started in 2000 as Chief Scientific Officer of Applied Genomics, Inc. (AGI), a company
he co-founded after post-doctoral training at Stanford University. AGI translated insights from gene expression patterns into
immunohistochemistry multivariate assays targeted to actionable clinical problems. In 2009, Clarient, Inc., a national pathology
reference laboratory, acquired AGI and Dr. Ross continued his role as Chief Scientific Officer. General Electric Healthcare acquired
Clarient in December 2010, and Dr. Ross continued as Chief Scientific Officer, working with the business development and partnership
teams at Clarient and capital teams at GE Healthcare. Dr. Ross obtained his M.D. and his Ph.D. in Pathology from the University
of Washington while studying at the Fred Hutchinson Cancer Research Center in Seattle, Washington.



Tony
Kalajian was appointed Sr. Vice President and Chief Accounting Officer during August 2019. Prior to joining Oncocyte, Mr.
Kalajian, served as Vice President and Chief Accounting Officer for Oncocyte’s former parent company Lineage Cell Therapeutics,
Inc. (formerly known as BioTime, Inc.). While at Lineage from May 2016 to August 2019, Mr. Kalajian concurrently managed and oversaw
the financial reporting, compliance and accounting for three other public companies spun off from Lineage, including Oncocyte,
Asterias Biotherapeutics, Inc. and AgeX Therapeutics, Inc. Prior to joining Lineage, Mr. Kalajian was the Senior Director of Finance
at STAAR Surgical Company, a publicly traded multi-national medical-device developer and manufacturer. Mr. Kalajian is a certified
public accountant (CPA) with the State of California and brings over 20 years of finance and public accounting experience, including
domestic and international financial reporting, initial public offerings, management, business consulting and tax services in
various industries including medical devices, ophthalmic, diagnostic, start-ups, ecommerce, alternative energy, manufacturing
and retail. Mr. Kalajian held various positions at the public accounting firm of PricewaterhouseCoopers (PwC), where he was a
Senior Manager in Audit and Advisory Services. Mr. Kalajian holds a B.S. in accounting, theory and practice from California State
University, Northridge and an M.B.A. from the University of Southern California Marshall School of Business



Padma
Sundar joined Oncocyte as Senior Vice President—Marketing and Market Access in May 2019. Before joining Oncocyte, Ms.
Sundar served as Vice President of Strategy and Market Access at CellMax Life, a liquid biopsy company, from 2017 until 2019,
and she served as Director of Marketing at Guardant Health, Inc., cancer diagnostics company, from 2016 until 2017. Previously,
Ms. Sundar was Senior Director at Roche Sequencing and was Senior Director for the oncology portfolio at Affymetrix. Ms. Sundar
began her career at McKinsey and Company, and received her M.B.A. and M.P.H. from the University of California, Berkeley, and
her B.A. in Chemistry from the University of Delhi.



Delinquent
Section 16(a) Reports



Section
16(a) of Exchange Act, requires our directors and executive officers and persons who own more than ten percent (10%) of a registered
class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common
stock and other Oncocyte equity securities.



To
our knowledge, based solely on our review of the copies of Forms, 3 and 4 and amendments thereto filed during the last fiscal
year, and Forms 5 and amendments thereto filed with respect to the last fiscal year, by the Reporting Persons, or written representation
from the Reporting Persons that no Form 5 was required, Aditya Mohanty was delinquent in filing one Form 4 late and Tony Kalajian
was delinquent in filing a Form 3.



5







Item
11. Executive Compensation



Director
Compensation



Directors
and members of committees of the Board of Directors who are salaried employees of Oncocyte are entitled to receive compensation
as employees but are not compensated for serving as directors or attending meetings of the Board or committees of the Board. All
directors are entitled to reimbursements for their out-of-pocket expenses incurred in attending meetings of the Board or committees
of the Board.



Non-employee
directors, other than the Chairman of the Board of Directors, received an annual fee of $35,000 in cash during 2019. In addition
to cash fees, non-employee directors received options to purchase 45,000 shares of common stock under our 2018 Equity Incentive
Plan (the “Incentive Plan”) during 2019. In 2019, our Chairman received an annual cash fee of $70,000 and an annual
award of options to purchase 50,000 shares of Oncocyte common stock.



The
annual fee of cash was paid, and the stock options granted vested and became exercisable one year from the date of grant, subject
to the non-employee director’s continued service as a director of Oncocyte or a subsidiary from the date of grant until
the vesting date or, if earlier, until the next annual meeting of shareholders. The options will expire if not exercised ten years
from the date of grant.



Directors
who served on the Audit Committee, the Compensation Committee, the Nominating/Corporate Governance Committee, Science and Technology
Committee or the Finance Committee during 2019 received, in addition to other fees payable to them as directors, the following
annual fees:



| | ● | Audit
    Committee Chairman: $15,000                                           
| | - | --------------------------------------------------------------------------------
| | ● | Audit
    Committee Member other than Chairman: $7,500                          
| | ● | Compensation
    Committee Chairman: $10,000                                    
| | ● | Compensation
    Committee Member other than Chairman: $5,000                   
| | ● | Nominating/Corporate
    Governance Committee Chairman: $10,000                 
| | ● | Nominating/Corporate
    Governance Committee Member other than Chairman: $5,000
| | ● | Science
    and Technology Committee Chairman: $10,000                          
| | ● | Science
    and Technology Committee Member other than Chairman: $5,000         
| | ● | Finance
    and Strategy Committee Chairman: $10,000                            
| | ● | Finance
    and Strategy Committee Member other than Chairman: $5,000           



The
following table summarizes certain information concerning the compensation paid during the past fiscal year to each of the persons
who served as directors during the year ended December 31, 2019 and who were not our employees on the date the compensation was
earned.



|Name               |  | Fees Earned Or Paid in Cash |        |  | OptionAwards (1) |   |         | Total  | 
|------------------ |  | --------------------------- | ------ |  | ---------------- | - | ------- | ------ | 
|Ronald Andrews(2)  |  | $                           | 36,250 |  |                  | $ | -       |        | 
|Andrew Arno        |  | $                           | 65,000 |  |                  | $ | 65,341  | (3)    | 
|Melinda Griffith   |  | $                           | 25,000 |  |                  | $ | 65,341  | (3)    | 
|Alfred D. Kingsley |  | $                           | 40,000 |  |                  | $ | 65,341  | (3)    | 
|Andrew J. Last     |  | $                           | 72,500 |  |                  | $ | 65,341  | (3)    | 
|Aditya Mohanty     |  | $                           | 35,000 |  |                  | $ | 150,510 | (3)(4) | 
|Cavan Redmond      |  | $                           | 82,500 |  |                  | $ | 72,602  | (5)    | 
|                   |  |                             |        |  |                  |   |         |        | 



|(1) | Options
    granted will vest and become exercisable one year from the date of grant, subject to the non-employee director’s continued
    service as a director of Oncocyte or a subsidiary from the date of grant until the vesting date or, if earlier, until the
    next annual meeting of shareholders, but must be reported here at the aggregate grant date fair value, as if all options were
    fully vested and exercisable at the date of grant. Values are computed in accordance with FASB Accounting Standards Codification
    (ASC) Topic 718, Compensation - Stock Compensation. We used the Black-Scholes Pricing Model to compute option fair
    values based on applicable exercise and stock prices, an expected option term, volatility assumptions, and risk-free interest
    rates.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6







|(2) | Mr.
    Andrews became our President and Chief Executive Officer on July 1, 2019 and no longer receives compensation as a non-employee
    director. The cash fees and value of option awards shown in this table do not include other compensation that Mr. Andrews
    received in his capacity as President and Chief Executive Officer, which is shown the in Summary Compensation Table in the
    Executive Compensation section of this Report.                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(3) | Mr.
    Arno, Ms. Griffith, Mr. Kingsley, Mr. Last and Mr. Mohanty each received 45,000 stock options on July 17, 2019. The options
    are exercisable at an exercise price of $2.12 per share.                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(4) | Mr.
    Mohanty received 33,750 stock options on February 15, 2019 as compensation for continuing to serve as a director of Oncocyte
    after his departure from Lineage Cell Therapeutics, Inc. in September 2018. Mr. Mohanty did not receive compensation as a
    director of Oncocyte while he concurrently served as Co-Chief Executive Officer of Lineage. The options are exercisable at
    an exercise price of $3.80 per share. Mr. Mohanty’s term as a director will expire at the Meeting.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(5) | Mr.
    Redmond received 50,000 stock options on July 17, 2019. The options are exercisable at an exercise price of $2.12 per share.                                                                                                                                                                                                                                                                                                                                                                    



Executive
Compensation



Emerging
Growth Company and Smaller Reporting Company



We
are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and a “smaller
reporting company” as defined in the rules and regulations of the SEC. As an emerging growth company and as a smaller reporting
company we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general,
to public companies that are not emerging growth companies or smaller reporting companies. Accordingly, this Report includes reduced
disclosure about our executive compensation arrangements.



The
following tables show certain information relating to the compensation of our President and Chief Executive Officer, the two highest
paid individuals who were serving as executive officers at year end whose total individual compensation exceeded $100,000 during
2019, and our former Chief Executive Officer. We refer to such executive officers referred to as our “Named Executive Officers.



Summary
Compensation Table



|Name and principal position                          |  | Year |  | Salary |         |     | Bonus |   |         | Stock Awards(1) |  |   | OptionAwards(1) |     |  | All OtherCompensation(2) |           |      | Total |  
|---------------------------------------------------- |  | ---- |  | ------ | ------- | --- | ----- | - | ------- | --------------- |  | - | --------------- | --- |  | ------------------------ | --------- | ---- | ----- | -
|Ronald Andrews President and Chief Executive Officer |  | 2019 |  | $      | 276,250 | (3) |       | $ | —       |                 |  | $ | 163,150         | (4) |  | $                        | 1,626,562 | (4)  |       | $
|                                                     |  |      |  |        |         |     |       |   |         |                 |  |   |                 |     |  |                          |           |      |       |  
|Lyndal K. Hesterberg                                 |  | 2019 |  | $      | 298,448 |     |       | $ | 60,000  |                 |  |   |                 |     |  | $                        | 857,112   | (6)  |       | $
|Chief Scientific Officer(5)                          |  | 2018 |  | $      | 216,691 |     |       | $ | 311,820 |                 |  |   |                 |     |  | $                        | 314,940   | (7)  |       | $
|                                                     |  |      |  |        |         |     |       |   |         |                 |  |   |                 |     |  |                          |           |      |       |  
|Mitchell Levine                                      |  | 2019 |  | $      | 343,063 |     |       | $ | 131,670 |                 |  | $ | 70,400          | (8) |  | $                        | 600,142   | (8)  |       | $
|Chief Financial Officer                              |  | 2018 |  | $      | 330,000 | (9) |       | $ | 200,000 |                 |  |   |                 |     |  | $                        | 359,287   | (9)  |       | $
|                                                     |  |      |  |        |         |     |       |   |         |                 |  |   |                 |     |  |                          |           |      |       |  
|William Annett(10)                                   |  | 2019 |  | $      | 275,833 |     |       | $ | 73,500  |                 |  |   |                 |     |  | $                        | 955,545   | (11) |       | $
|Former President and Chief Executive Officer         |  | 2018 |  | $      | 400,000 |     |       | $ | 220,000 |                 |  |   |                 |     |  | $                        | 292,058   | (13) |       | $



7







|(1) | Option
                                         awards granted under our 2010 Employee Stock Option Plan (the “Option Plan”)
                                         or under our Incentive Plan are valued at the aggregate grant date fair value, as if
                                         all options were fully vested and exercisable at the date of grant. Except as otherwise
                                         indicated below, one quarter of the options will vest upon completion of 12 full months
                                         of continuous employment measured from the grant date, and the balance of the options
                                         shall vest in 36 equal monthly installments commencing on the first anniversary of the
                                         date of grant, based upon the completion of each month of continuous employment. Amounts
                                         shown in this column do not reflect dollar amounts actually received by our Named Executive
                                         Officers. Instead, these amounts reflect the aggregate grant date fair value of each
                                         stock option granted, computed in accordance with the provisions of FASB ASC Topic 718.
                                         For stock options that have performance-based (sometimes referred to as milestone-based)
                                         vesting conditions indicated below, although the aggregate grant date fair value is included
                                         in the table above, stock based compensation is recognized in the period only when it
                                         is probable that the vesting condition will be, or has been, met. We used the Black-Scholes
                                         Pricing Model to compute option fair values based on applicable exercise and stock prices,
                                         an expected option term, volatility assumptions, and risk-free interest rates. Our Named
                                         Executive Officers will only realize compensation upon exercise of the stock options
                                         and to the extent the trading price of our common stock is greater than the exercise
                                         price of such stock options at the time of exercise.
        
        Stock
        awards, consisting entirely of restricted stock units, except as otherwise indicated elsewhere in this Report, are valued
        at the aggregate grant date fair value based on the closing price of Oncocyte common stock as quoted on the NYSE American
        as if all stock awards were fully vested.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | Except
    as otherwise indicated below, other compensation consists entirely of employer contributions to employee accounts under our
    401(k) plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | Mr.
    Andrews was appointed President and Chief Executive Officer effective July 1, 2019. Amounts shown as salary in the table above
    includes $36,250 of cash fees that Mr. Andrews received for services as a non-employee director prior to July 1, 2019, which
    is also included in the Director Compensation table elsewhere in this Report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(4) | In
    July 2019, Mr. Andrews was granted (i) options to purchase 950,000 shares of common stock, effective on the date his employment
    commenced, at an exercise price of $2.51 per share, (ii) options to purchase 50,000 shares of common stock effective on upon
    completion of one year of continuous service as an employee which are not included in the table as the grant of the options
    will not be effective until and unless Mr. Andrews completes a year of continuous service as an employee, and (iii) restricted
    stock units (RSUs) with respect to 65,000 shares of common stock, effective upon his completion of one year of continuous
    service as an employee. The fair value of the RSUs, measured as of July 1, 2019, is shown in the table above under Stock Awards.
    In accordance with ASC 718, the RSUs were considered granted on July 1, 2019 and Oncocyte is recognizing stock based compensation
    over its effective two-year vesting period beginning on July 1, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(5) | Dr.
    Hesterberg served as our Sr. Vice President of Research & Development during 2018 and was appointed Chief Scientific Officer
    during March 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(6) | In
    March 2019, Dr. Hesterberg was granted 350,000 stock options exercisable at an exercise price of $3.52 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



8







|(7)  | In
    May 2018, Dr. Hesterberg was granted 150,000 stock options exercisable at an exercise price of $2.35 per share. One third
    of the options shall vest when a clinical validation study of DetermaDxTM (formerly known as DetermaVuTM) is complete,
    one third shall vest on the filing of a Medicare dossier for a local coverage determination (“LCD Approval”) for
    DetermaDxTM and one third shall vest on the earlier of the third anniversary of the date of grant or the date of LCD
    Approval for DetermaDxTM.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | In
    October 2018, Dr. Hesterberg was granted 54,000 stock options exercisable at an exercise price of $1.95 per share. The options
    shall vest in three equal annual installments from the date of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(8)  | In
    March 2019, Mr. Levine was granted 245,000 stock options exercisable at an exercise price of $3.52 per share and 20,000 RSUs.
    The RSUs vested on March 14, 2020. The fair value of the RSUs, measured as of the March 14, 2019 grant date based on the closing
    price of Oncocyte common stock quoted on the NYSE American, is shown in the table above under Stock Awards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(9)  | In
    May 2018, Mr. Levine was granted 50,000 stock options exercisable at an exercise price of $2.35 per share that will vest as
    follows: one quarter of the options vested upon completion of 12 full months of continuous employment measured from the grant
    date, and the balance of the options shall vest in 36 equal monthly installments thereafter based upon the completion of each
    month of continuous services as an employee. Mr. Levine also was granted 125,000 stock options exercisable at an exercise
    price of $2.35 per share which contain performance-based vesting conditions as follows: one third of the options shall vest
    when a clinical validation study of DetermaDxTM is complete, one third shall vest on the filing of a Medicare dossier
    for LCD Approval for DetermaDxTM and one third shall vest on the earlier of the third anniversary of the date of grant
    or the date of LCD Approval of DetermaDxTM.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | In
    June 2018, Mr. Levine agreed to a 10% salary reduction effective from June 10, 2018 through January 1, 2019. Accordingly,
    Mr. Levine’s actual salary paid in cash for the year ended December 31, 2018 was $314,008. In consideration of his agreement
    to the salary reduction, Mr. Levine was granted 45,000 performance-based stock options exercisable at an exercise price of
    $2.55 per share. One half of the options shall vest upon acceptance for publication of a clinical validation study manuscript
    for DetermaDxTM, and one-half of the options shall vest upon the commencement of a clinical utility study of DetermaDxTM.
    As of December 31, 2019, none of the milestones for vesting had been met.                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(10) | Mr.
    Annett’s service as President and Chief Executive Officer ended on June 30, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(11) | In
    March 2019, Mr. Annett was granted 390,000 stock options exercisable at an exercise price of $3.52 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(12) | Mr.
    Annett received $210,000 in severance payments and $100,000 for consulting services from September through December 31, 2019,
    on which date his consulting services were terminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(13) | During
    2018, Mr. Annett was granted 180,000 stock options exercisable at an exercise price of $2.35 per share. One quarter of the
    options were designated to vest when a clinical validation study of DetermaDxTM is complete and Oncocyte receives a publication
    date for an article describing the results of the study, and the balance of the options were designated to vest when Oncocyte
    receives LCD Approval for DetermaDxTM. As a result of the termination of Mr. Annett’s employment, those options
    will lapse to the extent that the conditions to vesting are not met by June 30, 2020.                                                                                                                                                                                                                                                                                                                                               



Executive
Employment Agreements and Change of Control Provisions



We
have entered into Employment Agreements with our Named Executive Officers.



Pursuant
to his employment agreement, the annual salary of our President and Chief Executive Officer Ronald Andrews, was set at $480,000.
Mr. Andrews is also eligible to receive annual bonuses, to the extent approved by the Board of Directors in its discretion, based
on the achievement of predetermined company and individual objectives set by the Board of Directors or its Compensation Committee
from time to time.



9







Mr.
Andrews received or will receive the following equity awards under the Incentive Plan: (i) options to purchase 950,000 shares
of Oncocyte common stock effective on the date his employment commenced (the “Initial Grant”); (ii) options to purchase
50,000 shares of common stock, effective on upon his completion of one year of continuous service as an employee (the “Second
Grant”); and (iii) restricted stock units (“RSUs”) with respect to 65,000 shares of common stock, effective
upon his completion of one year of continuous service as an employee. The exercise price of the options in the Initial Grant and
Second Grant will be the fair market value of a share of Oncocyte common stock on the applicable effective date of grant, determined
in accordance with the Incentive Plan.



The
options in the Initial Grant will vest and thereby become exercisable as follows: twenty-five percent of the options will vest
upon Mr. Andrew’s completion of one year of continuous service as an employee, and the balance of the options will vest
in 36 equal monthly installments, commencing on the first anniversary of the effective date of the Initial Grant, subject to his
continued service as an employee on the applicable vesting date.



The
options in the Second Grant and the RSUs will vest upon Mr. Andrew’s completion of one year of continuous service as an
employee from the effective date of the Second Grant. Vested RSUs will be settled in shares of common stock, unless Oncocyte elects
to pay cash or part cash and part common stock in lieu of delivering only shares of common stock for vested RSUs.



During
March 2019, the annual salary of Mitchell Levine our Chief Financial Officer was increased from $330,000 to $346,500. Pursuant
to Mr. Levine’s employment agreement he is eligible to receive annual cash incentive bonus awards determined by the Board
of Directors, with a target bonus of not less than 40% of his base salary, based on his achievement of specific, objectively determinable,
performance goals at target levels for the year.



During
March 2019, Dr. Lyndal Hesterberg was promoted from Sr. Vice President-Research & Development to Chief Scientific Officer
and his annual salary was increased from $289,400 to $347,280. Pursuant to his employment agreement, Dr. Hesterberg is eligible
to receive annual cash incentive bonus awards determined by the Board of Directors, with a target bonus of 40% of his base salary,
based on his performance and achievement of goals or milestones set by the Board of Directors. We granted Dr. Hesterberg options
purchase 350,000 shares of Oncocyte common stock at an exercise price of $3.52 per share which will vest and thereby become exercisable
as follows: 25% will vest upon the completion of one year of continuous service as an employee from the date of grant, and the
balance will vest in 36 equal monthly installments commencing on the first anniversary of the date of grant, subject to Dr. Hesterberg’s
continuous service as an officer or employee on the applicable vesting date. We also agreed to provide certain “relocation
benefits” to Dr. Hesterberg consisting of payments for certain expenses related to the relocation of his residence to the
metropolitan area where our principal office, research laboratory or clinical laboratory is located, plus a $5,000 related expense
allowance, and a tax “gross up” payment to the extent the relocation related expenses we pay are taxable to him for
federal income tax purposes. Dr. Hesterberg is obligated to reimburse us for the relocation benefits we pay if within two years
after the relocation of his residence his employment is terminated for “cause” as defined in his employment agreement
or if he resigns other than for “good reason” within one year of a “change of control,” as such terms
are defined in his employment agreement.



Change
in Control and Severance Plan



We
have adopted the OncoCyte Corporation Change in Control and Severance Plan (the “CIC Plan”) which provides change
in control and other severance benefits to a select group of our management or highly compensated employees, including our executive
officers, who have executed a Change in Control and Severance Agreement (“CIC Agreement”) and who otherwise satisfy
the conditions set forth in their CIC Agreement and the provisions of the CIC Plan. Pursuant to the CIC Plan, we have entered
into CIC Agreements with certain employees, including our President and Chief Executive Officer, Ronald Andrews, our Chief Financial
Officer, Mitchell Levine, and our Chief Scientific Officer, Dr. Lyndal Hesterberg. Each of their CIC Agreements has the effect
of modifying the executive’s employment agreement and provides that if we terminate the executive’s employment without
“cause” or if the executive resigns for “good reason”, the executive will receive a severance payment
in the amount of 12 months of his or her base salary and accelerated vesting of stock options, restricted stock units, and any
other equity awards (“Equity Awards”) that were schedule to vest based on the passage of time during the 12 months
following the termination of employment. In addition to those severance benefits, if a termination of the executive’s employment
without “cause” or a resignation for “good reason” occurs within three months before or twelve months
after a “change in control,” the executive will also receive his or her target bonus for the year and the vesting
of all Equity Awards will be fully accelerated. In addition to the foregoing, the terminated executive will receive a lump sum
payment (which shall not be grossed up for applicable income and employment taxes) equal to twelve months of the premium costs
of group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)
to the same extent provided under Oncocyte’s group health plan. In order to receive the severance benefits, the executive
must execute and comply with a separation agreement and general release of all claims against Oncocyte.



10







Transition
Agreement with William Annett



On
July 1, 2019, we entered into a Transition Agreement with our former President and Chief Executive Officer, William Annett in
connection with the termination of his employment. Pursuant to the Transition Agreement, and consistent with the terms of his
former employment agreement, he received (i) a cash payment of $210,000, (ii) his accrued but unpaid salary through June 30, 2019,
(iii) a portion of his “target bonus” under his employment agreement prorated for the period January 1 through June
30, 2019; (iv) a lump-sum payment that represents the value of his accrued unused vacation and all vested benefits under any Oncocyte
retirement, deferred compensation plan or equity plan, and (v) COBRA coverage continuation rights under Oncocyte health care plans,
in accordance with the terms of the plans and applicable law. We also agreed to pay the premium for COBRA coverage for up to six
months. Pursuant to the Transition Agreement, Mr. Annett provided certain consulting services to Oncocyte through December 31,
2019, for which he received aggregate payments of $170,000 for that period.



Mr.
Annett’s unvested Oncocyte stock options continued to vest during the period for which he performed consulting services
under the Transition Agreement (the “Consulting Period”). The Consulting Period ended on December 31, 2019 and, as
of that date, and according to the terms of Mr. Annett’s original employment agreement, Mr. Annett’s unvested stock
options vested with respect to the number of unvested options that would otherwise have vested during the six month period ending
June 30, 2020 had he continued to provide services to Oncocyte during that period, including certain performance based stock options
that may vest to the extent that the performance milestones are attained during that six month period ending June 30, 2020. The
post-employment exercise period of all of Mr. Annett’s vested options was extended until December 31, 2020, which is one
year after the end of the Consulting Period in accordance with his employment agreement.



Equity
Awards Outstanding at Year End



The
following table summarizes certain information concerning stock options and other equity awards granted by us under the Option
Plan and the Incentive Plan held as of December 31, 2019 by our Named Executive Officers:



Equity
Awards Outstanding At Year-End



|Option awards            |  | Stock awards                                                                                                                                     
|------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|Name                     |  | Number
                                         of Securities Underlying Unexercised
                                         Options Exercisable
|Ronald
    Andrews       |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|Lyndal
    K. Hesterberg |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|Mitchell
    Levine      |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|William
    Annett(16)   |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  
|                         |  |                                                                                                                                                  



11







|(1)  | Except
    as otherwise indicated below, one quarter of the options shall vest upon completion of 12 full months of continuous employment
    measured from the date of grant, and the balance of the options will vest in 36 equal monthly installments commencing on the
    first anniversary of the date of grant, based upon the completion of each month of continuous employment.                                                                                                                                                                                                                                                         
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(2)  | The
    date of grants was April 2, 2018 for services of Mr. Andrews as a non-employee director of Oncocyte. The options vested on
    the first anniversary of the grant date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(3)  | The
    date of grant was August 30, 2018 for services of Mr. Andrews as a non-employee director of Oncocyte.  The options
    vested on the first anniversary of the grant date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(4)  | The
    date of grant was July 1, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(5)  | The
    date of grant of the RSUs was July 1, 2019. The RSUs will vest upon completion of two years of continuous service as an employee
    from the grant date. The market value of the RSUs was determined based on the closing price of Oncocyte common stock as quoted
    on the NYSE American on December 31, 2019.                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(6)  | These
    options were granted to Dr. Hesterberg in the capacity of a consultant on February 16, 2016. One quarter of the options vested
    upon completion of 12 full months of continuous service provided to the company measured from the date of grant, the second
    quarterly installment shall vest upon the completion of the validation of a second product (bladder cancer, lung cancer small
    nodule, or lung cancer screening), the third quarterly installment shall vest upon achievement of successful launch of a lung
    cancer test, and the last one quarter vested on the second anniversary of the option grant date.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(7)  | The
    date of grant was November 1, 2016 at which time Dr. Hesterberg became an employee of Oncocyte.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(8)  | The
    date of grant was February 17, 2017.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(9)  | The
    date of grant was May 23, 2018. One third of the options shall vest when a clinical validation study of DetermaDxTM is
    complete, one third shall vest on the filing of a Medicare dossier for a LCD Approval for DetermaDxTM and one third shall
    vest on the earlier of the third anniversary of the date of grant or the date of LCD Approval for DetermaDxTM.                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(10) | The
    date of grant was October 17, 2018. The options shall vest in three equal annual installments from the date of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(11) | The
    date of grant was March 14, 2019.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(12) | These
    options were granted to Mr. Levine upon his appointment as Chief Financial Officer on November 16, 2017.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(13) | The
    date of grant was May 23, 2018.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(14) | The
    date of grant was June 13, 2018. One half of the options shall vest upon completion of a clinical validation study manuscript
    for DetermaDxTM, and one-half of the options shall vest upon the commencement of a clinical utility study of DetermaDxTM.                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(15) | The
    date of the grant was March 14, 2019 and the 20,000 restricted stock units vested one year from the date of grant. The market
    value of the RSUs was determined based on the closing price of Oncocyte common stock as quoted on the NYSE American on December
    31, 2019.                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(16) | Mr.
    Annett’s employment as President and Chief Executive Officer ended on June 30, 2019. As a result of the termination
    of Mr. Annett’s employment, options to purchase 59,377 shares of common stock immediately vested. Mr. Annett’s
    vested options will expire on December 31, 2020.                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(17) | The
    date of grant was June 16, 2015.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(18) | The
    date of grant was February 16, 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(19) | The
    date of grant was May 23, 2018. One quarter of the options were designated to vest when a clinical validation study of DetermaDxTM
    is complete and Oncocyte receives a publication date for an article describing the results of the study, and the remaining
    options were designated to vest when Oncocyte receives LCD Approval for DetermaDxTM. As a result of the termination of
    Mr. Annett’s employment, these options will lapse to the extent that the conditions to vesting are not met by June 30,
    2020.                                                                                                          



12







The
Incentive Plan



The
following summary of the Incentive Plan is a summary only and does not purport to include all of the terms of the Inventive Plan,
and is qualified by the full terms of the Incentive Plan.



We
have adopted the Incentive Plan that permits us to grant awards, or Awards, consisting of stock options, the grant or sale of
restricted stock (“Restricted Stock”), the grant of stock appreciation rights (“SARs”), and the grant
of hypothetical units issued with reference to our common stock (“Restricted Stock Units” or “RSUs”),
for up to 11,000,000 shares of our common stock. The Incentive Plan also permits Oncocyte to issue such other securities as our
Board of Directors (the “Board”) or the Compensation Committee (the “Committee”) administering the Incentive
Plan may determine. Awards of stock options, Restricted Stock, SARs, and RSUs (“Awards”) may be granted under the
Incentive Plan to Oncocyte employees, directors, and consultants.



Awards
may vest and thereby become exercisable or have restrictions on forfeiture lapse on the date of grant or in periodic installments
or upon the attainment of performance goals, or upon the occurrence of specified events. Awards may not vest, in whole or in part,
earlier than one year from the date of grant. Vesting of an Award after the date of grant may be accelerated only in the limited
circumstances specified in the Incentive Plan. In the case of the acceleration of vesting of any performance-based Award, acceleration
of vesting shall be limited to actual performance achieved, pro rata achievement of the performance goal(s) on the basis for the
elapsed portion of the performance period, or a combination of actual and pro rata achievement of performance goals.



No
person shall be granted, during any one-year period, options to purchase, or SARs with respect to, more than 1,000,000 shares
in the aggregate, or any Awards of Restricted Stock or RSUs with respect to more than 500,000 shares in the aggregate. If an Award
is to be settled in cash, the number of shares on which the Award is based shall not count toward the individual share limit.



No
Awards may be granted under the Incentive Plan more than ten years after the date upon which the Incentive Plan was adopted by
the Board, and no options or SARS granted under the Incentive Plan may be exercised after the expiration of ten years from the
date of grant.



Stock
Options



Options
granted under the Incentive Plan may be either “incentive stock options” within the meaning of Section 422(b) of the
Internal Revenue Code of 1986, as amended, or “non-qualified” stock options that do not qualify incentive stock options.
Incentive stock options may be granted only to Oncocyte employees and employees of subsidiaries. The exercise price of stock options
granted under the Incentive Plan must be equal to the fair market of our common stock on the date the option is granted. In the
case of an optionee who, at the time of grant, owns more than 10% of the combined voting power of all classes of Oncocyte stock,
the exercise price of any incentive stock option must be at least 110% of the fair market value of the common stock on the grant
date, and the term of the option may be no longer than five years. The aggregate fair market value of common stock (determined
as of the grant date of the option) with respect to which incentive stock options become exercisable for the first time by an
optionee in any calendar year may not exceed $100,000.



13







The
exercise price of an option may be payable in cash or in common stock having a fair market value equal to the exercise price,
or in a combination of cash and common stock, or other legal consideration for the issuance of stock as the Board or Committee
may approve.



Generally,
options will be exercisable only while the optionee remains an employee, director or consultant, or during a specific period thereafter,
but in the case of the termination of an employee, director, or consultant’s services due to death or disability, the period
for exercising a vested option shall be extended to the earlier of 12 months after termination or the expiration date of the option.



Restricted
Stock and Restricted Stock Units



In
lieu of granting options, we may enter into purchase agreements with employees under which they may purchase or otherwise acquire
Restricted Stock or RSUs subject to such vesting, transfer, and repurchase terms, and other restrictions. The price at which Restricted
Stock may be issued or sold will be not less than 100% of fair market value. Employees or consultants, but not executive officers
or directors, who purchase Restricted Stock may be permitted to pay for their shares by delivering a promissory note or an installment
payment agreement that may be secured by a pledge of their Restricted Stock. Restricted Stock may also be issued for services
actually performed by the recipient prior to the issuance of the Restricted Stock. Unvested Restricted Stock for which we have
not received payment may be forfeited, or we may have the right to repurchase unvested shares upon the occurrence of specified
events, such as termination of employment.



Subject
to the restrictions set with respect to the particular Award, a recipient of Restricted Stock generally shall have the rights
and privileges of a shareholder, including the right to vote the Restricted Stock and the right to receive dividends; provided
that, any cash dividends and stock dividends with respect to the Restricted Stock shall be withheld for the recipient’s
account, and interest may be credited on the amount of the cash dividends withheld. The cash dividends or stock dividends so withheld
and attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to the
recipient in cash or, at the discretion of the Board or Committee, in shares of common stock having a fair market value equal
to the amount of such dividends, if applicable, upon the release of restrictions on the Restricted Stock and, if the Restricted
Stock is forfeited, the recipient shall have no right to the dividends.



The
terms and conditions of a grant of RSUs shall be determined by the Board or Committee. No shares of common stock shall be issued
at the time a RSU is granted. A recipient of Restricted Stock Units shall have no voting rights with respect to the RSUs. Upon
the expiration of the restrictions applicable to a RSU, we will either issue to the recipient, without charge, one share of common
stock per RSU or cash in an amount equal to the fair market value of one share of common stock.



At
the discretion of the Board or Committee, each RSU (representing one share of common stock) may be credited with cash and stock
dividends paid in respect of one share (“Dividend Equivalents”). Dividend Equivalents shall be withheld for the recipient’s
account, and interest may be credited on the amount of cash Dividend Equivalents withheld. Dividend Equivalents credited to a
recipient’s account and attributable to any particular RSU (and earnings thereon, if applicable) shall be distributed in
cash or in shares of common stock having a fair market value equal to the amount of the Dividend Equivalents and earnings, if
applicable, upon settlement of the RSU. If a RSU is forfeited, the recipient shall have no right to the related Dividend Equivalents.



SARs



An
SAR is the right to receive, upon exercise, an amount payable in cash or shares, or a combination of shares and cash, equal to
the number of shares subject to the SAR that is being exercised, multiplied by the excess of (a) the fair market value of a common
share on the date the SAR is exercised, over (b) the exercise price specified in the SAR Award agreement. SARs may be granted
either as free-standing SARs or in tandem with options. No SAR may be exercised later than 10 years after the date of grant.



14







The
exercise price of an SAR shall not be less than 100% of the fair market value of one share of common stock on the date of grant.
An SAR granted in conjunction with an option shall have the same exercise price as the related option, shall be transferable only
upon the same terms and conditions as the related option, and shall be exercisable only to the same extent as the related option;
provided, however, that the SAR by its terms shall be exercisable only when the fair market value per share exceeds the exercise
price per share of the SAR or related option. Upon any exercise of an SAR granted in tandem with an option, the number of shares
for which the related option shall be exercisable shall be reduced by the number of shares for which the SAR has been exercised.
The number of shares for which an SAR issued in tandem with an option shall be exercisable shall be reduced by the number of shares
for which the related option has been exercised.



Repricing
Prohibition



The
Incentive Plan prohibits any modification of the purchase price or exercise price of an outstanding option or other Award if the
change would effect a “repricing’ without shareholder approval. As defined in the Incentive Plan, “repricing”
means a reduction in the exercise price of an outstanding option or SAR or cancellation of an “underwater” or “out-of-the-money”
Award in exchange for other Awards or cash. An “underwater” or “out-of-the-money” Award is defined to
mean an Award for which the exercise price is less than the “fair market value” of Oncocyte common stock. The fair
market value is generally determined by the closing price of Oncocyte common stock on the NYSE American or any other national
securities exchange or inter-dealer quotation system on which Oncocyte common stock is traded.



Limitation
on Share Recycling



Shares
subject to an Award shall not again be made available for issuance or delivery under the Incentive Plan if those shares are (a)
shares tendered in payment of an option, (b) shares delivered or withheld by us to satisfy any tax withholding obligation, (c)
shares covered by a stock-settled SAR or other Award that were not issued upon the settlement of the Award, or (d) shares repurchased
by us using the proceeds from option exercises. Only shares subject to an Award that is cancelled or forfeited or expires prior
to exercise or realization may be regranted under the Incentive Plan.



Other
Compensation Plans



We
do not have any pension plans, defined benefit plans, or non-qualified deferred compensation plans. We do make contributions to
401(k) plans for participating executive officers and other employees.



Risk
Considerations and Recoupment Policies



The
Compensation Committee of our Board of Directors considers, in establishing and reviewing the executive compensation program,
whether the program encourages unnecessary or excessive risk taking. Our executive compensation arrangements include a fixed salary
that provides a steady income so that executives do not feel pressured to focus exclusively on stock price performance or short-term
financial targets to the detriment of our long-term operational and strategic objectives. We supplement fixed salaries with discretionary
bonus awards based on the executive’s performance as well as the performance of Oncocyte. Most of the stock options that
we have granted to our executive officers under our Option Plan vest over four years, assuring that the executives take a long-term
perspective in viewing their equity ownership.



Because
we have not adopted compensation plans, or made incentive awards, based on quantified financial performance measures, we have
not adopted specific policies regarding the adjustment or recovery of awards or payments if the relevant performance measures
are restated or otherwise adjusted in a manner that would reduce the size of an award or payment. We may adopt such policies,
however, if we adopt incentive compensation plans or grant incentive bonuses based on financial performance measures or if we
are required to do by the rules of any national securities exchange or interdealer quotation system on which our common stock
or other equity securities are listed.



15







Item
12. Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters



Principal
Shareholders



The
following table sets forth information as of March 31, 2020 concerning beneficial ownership of our common stock by each shareholder
known by us to be the beneficial owner of 5% or more of our outstanding shares of common stock. Information concerning certain
beneficial owners of more than 5% of the outstanding common stock is based upon information disclosed by such owners in their
reports on Schedule 13D or Schedule 13G.



Security
Ownership of Certain Beneficial Owners



|Shareholder                                                                                                                        |  | Number of Shares |  |  | Percent of Total | 
|---------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- |  |  | ---------------- | 
|                                                                                                                                   |  |                  |  |  |                  | 
|Broadwood Partners, L.P. (1) Broadwood Capital, Inc. Neal Bradsher 724 Fifth Avenue, 9th Floor New York, New York 10019            |  | 14,725,311       |  |  | 23.17%           | 
|                                                                                                                                   |  |                  |  |  |                  | 
|Lineage Cell Therapeutics, Inc. (2)2173 Salk Avenue, Suite 200 Carlsbad,
    CA 92008                                              |  | 6,041,154        |  |  | 9.67%            | 
|                                                                                                                                   |  |                  |  |  |                  | 
|Pura
                                    Vida Investments, LLC(3) Efrem Kamen 150 East 52nd Street, Suite 32001 New York, NY 10022 |  | 5,696,576        |  |  | 9.12%            | 
|                                                                                                                                   |  |                  |  |  |                  | 
|George Karfunkel 126 East 56th Street/15th Floor New York, New York 10022                                                          |  | 5,120,000        |  |  | 8.19%            | 



|(1) | Includes
    14,722,166 shares owned by Broadwood Partners, L.P. and 3,145 shares owned by Neal Bradsher. Broadwood Capital, Inc. is the
    general partner of Broadwood Partners, L.P. Neal Bradsher is the President of Broadwood Capital, Inc. Mr. Bradsher and Broadwood
    Capital, Inc. share voting power over and may be deemed to beneficially own the shares owned by Broadwood Partners, L.P. The
    shares owned by Broadwood Partners, L.P. include 1,055,961 shares that may be acquired upon the exercise of certain warrants.
    Does not include 1,050,000 shares of common stock that Broadwood agreed to purchase from Oncocyte during April 2020.                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(2) | Does not reflect shares sold by Lineage during
    April 2020 as reported by Lineage on April 27, 2020 in an amendment to its report on Schedule 13D, which discloses that as
    of that date Lineage beneficially owned 4,265,904 shares of Oncocyte common stock representing 6.3% of the outstanding common
    stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(3) | Includes
    shares held by Pura Vida Master Fund, Ltd. (the “Pura Vida Master Fund”) and certain separately managed accounts
    (the “Accounts”). Pura Vida Investments, LLC (“Pura Vida”) serves as the investment manager
    to the Pura Vida Master Fund and the Accounts. Efrem Kamen serves as the managing member of Pura Vida. Pura Vida and
    Mr. Kamen may be deemed to have shared voting and dispositive power with respect to the shares owned directly by the Pura
    Vida Master Fund and the Accounts. Pura Vida and Mr. Kamen disclaim beneficial ownership of those shares except to
    the extent of their pecuniary interest therein. Does not include 600,000 shares of common stock that certain funds and
    accounts managed by Pura Vida agreed to purchase from Oncocyte during April 2020.



16







Security
Ownership of Management



The
following table sets forth information as of March 31, 2020 concerning beneficial ownership of our common stock and equity awards
by each member of the Board of Directors, all Named Executive Officers, and all executive officers and directors as a group.





|                                                                      |  | Number
                                         of Shares |  |  | Percent
                                                                                of
                                         Total | 
|--------------------------------------------------------------------- |  | --------------------------------------------------------- |  |  | ----------------------------------------------------------------------------------------------------------------------------------------- | 
|Ronald
    Andrews (1)                                                |  | 145,180                                                   |  |  | *%                                                                                                                                        | 
|                                                                      |  |                                                           |  |  |                                                                                                                                           | 
|Lyndal
    K. Hesterberg (2)                                          |  | 255,405                                                   |  |  | *%                                                                                                                                        | 
|                                                                      |  |                                                           |  |  |                                                                                                                                           | 
|Mitchell
    Levine (3)                                               |  | 251,532                                                   |  |  | *%                                                                                                                                        | 
|                                                                      |  |                                                           |  |  |                                                                                                                                           | 
|William
    Annett (4)                                                |  | 1,176,371                                                 |  |  | 1.85%                                                                                                                                     | 
|                                                                      |  |                                                           |  |  |                                                                                                                                           | 
|Alfred
    D. Kingsley (5)                                            |  | 744,338                                                   |  |  | 1.18%                                                                                                                                     | 
|                                                                      |  |                                                           |  |  |                                                                                                                                           | 
|Andrew
    Arno (6)                                                   |  | 256,414                                                   |  |  | *%                                                                                                                                        | 
|                                                                      |  |                                                           |  |  |                                                                                                                                           | 
|Andrew
    J. Last (7)                                                |  | 115,506                                                   |  |  | *%                                                                                                                                        | 
|                                                                      |  |                                                           |  |  |                                                                                                                                           | 
|Cavan
    Redmond (8)                                                 |  | 211,414                                                   |  |  | *%                                                                                                                                        | 
|                                                                      |  |                                                           |  |  |                                                                                                                                           | 
|Aditya
    Mohanty (9)                                                |  | 33,750                                                    |  |  | *%                                                                                                                                        | 
|                                                                      |  |                                                           |  |  |                                                                                                                                           | 
|Melinda
    Griffith (10)                                             |  | -                                                         |  |  | *%                                                                                                                                        | 
|                                                                      |  |                                                           |  |  |                                                                                                                                           | 
|All
    executive officers and directors as a group (14 persons) (11) |  | 3,438,243                                                 |  |  | 5.27%                                                                                                                                     | 



*Less
than 1%



|(1) | Includes
    65,000 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become
    exercisable within 60 days and 17,482 shares that may be acquired upon the exercise of certain warrants. Excludes 950,000
    shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not
    become exercisable within 60 days. Also excludes shares that may be acquired upon the exercise of 50,000 stock options and
    upon vesting of 65,000 RSUs that Oncocyte has agreed to grant to Mr. Andrews under the terms of his employment agreement upon
    his completion of one year of continuous service as an employee.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(2) | Includes
    253,657 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become
    exercisable within 60 days and 874 shares that may be acquired upon the exercise of certain warrants. Excludes 464,743 shares
    that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become
    exercisable within 60 days.                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(3) | Includes
    221,458 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become
    exercisable within 60 days and 3,495 shares that may be acquired upon the exercise of certain warrants. Excludes 647,542 shares
    that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become
    exercisable within 60 days.                                                                                                                                                                                                                                                                                               



17







|(4)  | Mr.
    Annett’s employment as President and Chief Executive Officer ended on June 30, 2019. Includes 1,169,371 shares that
    may be acquired through the exercise of stock options that are presently exercisable and 3,500 shares that may be acquired
    upon the exercise of certain warrants.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(5)  | Includes
    303,995 shares held solely by Mr. Kingsley, and 75,345 shares held by Greenbelt Corp. and 18,767 shares held by Greenway Partners,
    LP, which are affiliates of Mr. Kingsley. Mr. Kingsley disclaims beneficial ownership of 15,069 shares held by Greenbelt Corp.
    Includes 361,300 shares that may be acquired through the exercise of stock options that are presently exercisable or that
    may become exercisable within 60 days. Excludes 45,000 shares that may be acquired upon the exercise of certain stock options
    that are not presently exercisable and that will not become exercisable within 60 days.                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(6)  | Includes
    101,520 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become
    exercisable within 60 days and 52,447 shares that may be acquired upon the exercise of certain warrants. Excludes 45,000 shares
    that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become
    exercisable within 60 days.                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(7)  | Includes
    101,520 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become
    exercisable within 60 days and 6,993 shares that may be acquired upon the exercise of certain warrants. Excludes 45,000 shares
    that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become
    exercisable within 60 days.                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(8)  | Includes
    106,520 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become
    exercisable within 60 days and 52,447 shares that may be acquired upon the exercise of certain warrants. Excludes 50,000 shares
    that may be acquired upon the exercise of certain stock options that are not presently exercisable and that will not become
    exercisable within 60 days.                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(9)  | Includes
    33,750 shares that may be acquired through the exercise of stock options that are presently exercisable or that may become
    exercisable within 60 days. Excludes 45,000 shares that may be acquired upon the exercise of certain stock options that are
    not presently exercisable and that will not become exercisable within 60 days.                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(10) | Excludes
    45,000 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that
    will not become exercisable within 60 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(11) | Includes
    2,652,429 shares and that may be acquired upon the exercise of certain stock options that are presently exercisable or that
    may become exercisable within 60 days and 137,238 shares that may be acquired upon the exercise of certain warrants. Excludes
    4,096,950 shares that may be acquired upon the exercise of certain stock options that are not presently exercisable and that
    will not become exercisable within 60 days. Also excludes shares that may be acquired upon the exercise of 50,000 stock options
    and upon vesting of 65,000 RSUs that Oncocyte has agreed to grant to Mr. Andrews under the terms of his employment agreement
    upon his completion of one year of continuous service as an employee.



Item
13. Certain Relationships and Related Transactions, and Director Independence



Shared
Facilities Agreement and Relationship with Lineage



During
2009 Oncocyte and Lineage entered into a Shared Facilities Agreement pursuant to which Lineage provided Oncocyte with the use
of office and laboratory facilities, laboratory and office equipment and supplies, utilities, insurance, and the services of Lineage
employees and contractors, for which we have reimbursed Lineage, either through cash payments, shares of our common stock, or
delivering convertible promissory notes. Lineage provided us with the use of its facilities, equipment and supplies, utilities,
and personnel at its cost until 2016, and at its cost plus 5% thereafter. Oncocyte ceased using shared services from Lineage during
October 2019 and ceased using Lineage’s office and laboratory facilities under the Shared Facilities Agreement effective
December 31, 2019 at which time the Shared Facilities Agreement terminated. As of December 31, 2018, Oncocyte had $2.1 million
outstanding and payable to Lineage and affiliates in connection with the costs incurred under the Shared Facilities Agreement
during 2018 and prior periods, which Oncocyte paid in full during February 2019. Total fees incurred under the Shared Facilities
Agreement during 2019 were $1.2 million, which have been paid in full.



18







Alfred
D. Kingsley, who is a member of our Board of Directors, is also a director of Lineage. Broadwood Partners, L.P. and Mr. Kingsley
each beneficially own more than 5% of the outstanding common shares of Lineage. All of our directors and executive officers, and
beneficial owners of more than 5% of our outstanding common stock (“5% Shareholders”) as reported in this Report,
in the aggregate beneficially own more than 20% of the outstanding common shares of Lineage. The fact that certain of our executive
officers and directors and 5% Shareholders own Lineage common shares should not be considered to mean that they constitute or
are acting in concert as a “group” with respect to those shares or that they otherwise share power or authority to
vote or dispose of the shares that each of them own.



Certain
Sales of Equity Securities



During
March 2018, Oncocyte entered into securities purchase agreements with Broadwood Partners, L.P. (“Broadwood”) and George
Karfunkel, each of whom beneficially own more than 5% of our outstanding common stock, pursuant to which Broadwood purchased 3,968,254
shares of common stock, and Mr. Karfunkel purchased 3,968,254 shares of common stock for $1.26 per share. Under the securities
purchase agreements, we agreed to register the shares for resale under the Securities Act of 1933, as amended (the “Securities
Act”), not later than 60 days after the closing of the sale of the shares. We also agreed to pay liquidated damages calculated
in the manner provided in the securities purchase agreement if we did not file the registration statement in a timely manner.
Because the registration statement was not filed as required by the securities purchase agreement, during 2019 we paid $300,000
to Broadwood on account of liquidated damages owed.



On
July 26, 2018, Cavan Redmond and Andrew Arno, who are members of our Board of Directors, each agreed to purchase from Oncocyte
52,447 shares of common stock and warrants to purchase 52,447 shares of common stock for $150,000 pursuant to a Securities Purchase
Agreement. The shares of common stock and warrants were sold in a registered direct offering in “units,” with each
unit consisting of one share of common stock and one warrant, at a price of $2.86 per unit. Each warrant entitles the warrant
holder to purchase one share of common stock at an exercise price of $3.00 per share. The warrants became exercisable six months
after the date of issue and will expire five years after the date they become exercisable.



During
February 2019, Broadwood purchased 533,333 shares of our common stock for $3.75 per share, the same price paid by other investors,
in an underwritten public offering of our common stock.



During
November 2019, we sold a total of 5,058,824 shares of common stock for $1.70 per share in cash in an offering registered under
the Securities Act. Broadwood purchased 1,176,471 shares, and certain funds and accounts managed by Pura Vida Investments, LLC
(“Pura Vida”) purchased 2,941,176 shares, on the same terms as other investors.



During
January 2020, we sold 768,376 shares of common stock to Broadwood, and 2,755,400 shares of common stock to certain funds and accounts
managed by Pura Vida, for $2.156 per share in an offering registered under the Securities Act.



During April 2020,
we agreed to sell a total of 4,733,700 shares of common stock for $2.27 per share in cash in an offering registered under the
Securities Act. Broadwood agreed to purchase 1,050,000 shares, and certain funds and accounts managed by Pura Vida agreed to purchase
600,000 shares, on the same terms as other investors.



Director
Independence



Our
Board of Directors has determined that Andrew Arno, Melinda Griffith, Andrew Last, and Cavan Redmond, qualify as “independent”
in accordance with Section 803(A) of the NYSE American Company Guide. The members of our Audit Committee meet the additional independence
standards under Section 803(B)(2) of the NYSE American Company Guide and Rule 10A-3 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and the members of our Compensation Committee meet the additional independence standards
under Section 805(c)(1) of the NYSE American Company Guide. Our independent directors received no compensation or remuneration
for serving as directors except as disclosed under “Director Compensation” in Item 11 of this Report. None of these
directors, nor any of the members of their respective families, have participated in any transaction with us that would disqualify
them as “independent” directors under the standards described above.

19







Ronald
Andrews does not qualify as “independent” because he is our Chief Executive Officer and President. The Board of
Directors determined that Alfred D. Kingsley does not qualify as “independent” at this time because of his past
service as our Executive Chairman and his service as Chairman of our former parent company Lineage.



Item
14. Principal Accounting Fees and Services



OUM
& Co., LLP (“OUM”) has served as our independent registered public accountants since the fourth quarter of 2015,
and audited our annual financial statements for the fiscal years ended December 31, 2019 and 2018.



Audit
Fees, Audit Related Fees, Tax Fees and Other Fees



The
following table sets forth the aggregate fees billed to us during the fiscal years ended December 31, 2019 and 2018 by OUM:



|                       |  | 2019 |         |  | 2018 |  
|---------------------- |  | ---- | ------- |  | ---- | -
|Audit Fees (1)         |  | $    | 179,780 |  |      | $
|Audit Related Fees (2) |  |      | 80,064  |  |      |  
|Total Fees             |  | $    | 259,844 |  |      | $



|(1) | Audit
    Fees consist of fees billed for professional services rendered for the audit of Oncocyte’s annual financial statements
    included in our Annual Report on Form 10-K, and review of the interim financial statements included in our Quarterly Reports
    on Form 10-Q, as applicable, and services that are normally provided by our independent registered public accountants in connection
    with statutory and regulatory filings or engagements.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(2) | Audit-Related
    Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit
    or review of our consolidated financial statements and are not reported under “Audit Fees.” This category includes
    fees related to non-routine SEC filings.                                                                                                                                                   



Pre-Approval
of Audit and Permissible Non-Audit Services



Our
Audit Committee requires pre-approval of all audit and non-audit services. Other than de minimis services incidental to
audit services, non-audit services shall generally be limited to tax services such as advice and planning and financial due diligence
services. All fees for such non-audit services must be approved by the Audit Committee, except to the extent otherwise permitted
by applicable SEC regulations. The Committee may delegate to one or more designated members of the Committee the authority to
grant pre-approvals, provided such approvals are presented to the Committee at a subsequent meeting. During 2019, all of the fees
paid to OUM were approved by the Audit Committee.



20







PART
IV



Item
15. Exhibits, Financial Statement Schedules



(a-1) Financial Statements.



The
following financial statements of OncoCyte Corporation are filed in the Form 10-K:



Balance
Sheets

Statements
of Operations

Statements
of Comprehensive Loss

Statements
of Shareholders’ Equity

Statements
of Cash Flows



|Exhibit
        Numbers |  | Exhibit
    Description                                                                                                                                                                                                                                                                                                                                                                     
|----------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1                     |  | Subscription and Stock Purchase Agreement, dated September 4, 2019, among OncoCyte Corporation, Encore Clinical, Inc., and Razor Genomics Inc.† (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2019)                                                                                       
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                             
|2.2                     |  | Agreement and Plan of Merger, dated as of January 10, 2020, among OncoCyte Corporation, Cancer DX Sub, Inc., Insight Genetics, Inc., the Shareholders who became a Party to the Merger Agreement and the Equityholder Representative. (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2020)
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                             
|3.1                     |  | Articles of Incorporation with all amendments (Incorporated by reference to OncoCyte Corporation’s Form 8-K filed with the Securities and Exchange Commission on August 29, 2018)                                                                                                                                                                                                           
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                             
|3.2                     |  | Amended and Restated By-Laws (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2020)                                                                                                                                                                                                            
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                             
|4.1                     |  | Specimen of Common Stock Certificate (Incorporated by reference to OncoCyte Corporation’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)                                                                                                                                                                                                             
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                             
|4.2                     |  | Form of August 2016 Warrant (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2016)                                                                                                                                                                                                           
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                             
|4.3                     |  | Form of 2017 Warrant, Exercise Price $3.25 (Incorporated by reference to OncoCyte Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2017)                                                                                                                                                                                          
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                             
|4.4                     |  | Form of 2017 Warrant, Exercise Price $5.50 (Incorporated by reference to OncoCyte Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2017)                                                                                                                                                                                          
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                             
|4.5                     |  | Silicon Valley Bank Warrant (Incorporated by reference to OncoCyte Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2017)                                                                                                                                                                                                         
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                             
|4.6                     |  | Form of July 2017 Warrant, Exercise Price $5.50; five-year term (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2017)                                                                                                                                                                         
|                        |  |                                                                                                                                                                                                                                                                                                                                                                                             
|4.7                     |  | Form of July 2017 Warrant, Exercise Price $3.25, five-year term (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2017)                                                                                                                                                                         



21







|4.8   |  | Form of July 2018 Warrant (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2018)                                                                                                                                                                                            
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                                                                                           
|4.9   |  | Warrant to Purchase Shares of Common Stock, dated August 1, 2019 (Incorporated by reference to OncoCyte Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2019)                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                                           
|4.10  |  | Warrant to Purchase Common Stock, dated October 17, 2019, between OncoCyte Corporation and Silicon Valley Bank (Incorporated by Reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2019)                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                                                                           
|4.11  |  | Description of Securities*                                                                                                                                                                                                                                                                                                                                                
|      |  |                                                                                                                                                                                                                                                                                                                                                                           
|10.1  |  | Form of Director/Consultant Option Agreement (Incorporated by reference to OncoCyte Corporation’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)                                                                                                                                                                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                                           
|10.2  |  | Form of Employee Incentive Stock Option Agreement (Incorporated by reference to OncoCyte Corporation’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)                                                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                                                                           
|10.3  |  | Registration Rights Agreement dated October 15, 2009 (Incorporated by reference to OncoCyte Corporation’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                           
|10.4  |  | Amendment of Registration Rights Agreement, dated August 23, 2011 (Incorporated by reference to OncoCyte Corporation’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)                                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                                                                           
|10.5  |  | Second Amendment of Registration Rights Agreement, dated May 8, 2015 (Incorporated by reference to OncoCyte Corporation’s Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                           
|10.6  |  | Third Amendment to Registration Rights Agreement, dated November 16, 2015 (Incorporated by reference to OncoCyte Corporation’s Form 10 12(b) A-1 filed with the Securities and Exchange Commission on December 21, 2015)                                                                                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                                                                                           
|10.7  |  | License Agreement, dated January 22, 2016, between OncoCyte Corporation and The Wistar Institute of Anatomy and Biology (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (Incorporated by reference to OncoCyte Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2016)
|      |  |                                                                                                                                                                                                                                                                                                                                                                           
|10.8  |  | First Amendment to License Agreement, dated January 25, 2016, between OncoCyte Corporation and The Wistar Institute of Anatomy and Biology (Incorporated by reference to OncoCyte Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2016)                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                           
|10.9  |  | Second Amendment to License Agreement, dated May 27, 2016, between OncoCyte Corporation and The Wistar Institute of Anatomy and Biology (Incorporated by reference to OncoCyte Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2016)                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                                           
|10.10 |  | Employment Agreement, dated October 23, 2019, between OncoCyte Corporation and Lyndal Hesterberg*                                                                                                                                                                                                                                                                         
|      |  |                                                                                                                                                                                                                                                                                                                                                                           
|10.11 |  | Form of Alternate Warrant Exercise Agreement, dated February 17, 2017 (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2017)                                                                                                                                             



22







|10.12 |  | Loan and Security Agreement, dated February 21, 2017, between OncoCyte Corporation and Silicon Valley Bank (Incorporated by reference to OncoCyte Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2017)                                                                                
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                                                                                                                                                   
|10.13 |  | 2017 Amendment to 2010 Stock Option Plan (Incorporated by reference to Registration Statement on Form S-8, File Number 333-219109 filed with the Securities and Exchange Commission on June 30, 2017)                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                   
|10.14 |  | Form of July 2017 Warrant Exercise Agreement, dated July 21, 2017 (July 2017 Warrant for 100% of shares received on exercise of Original Warrant, at $5.50 exercise price with five-year term) (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2017)
|      |  |                                                                                                                                                                                                                                                                                                                                                   
|10.15 |  | Form of July 2017 Warrant Exercise Agreement, dated July 21, 2017 (July 2017 Warrant for 50% of shares received on exercise of Original Warrant, at $3.25 exercise price with five-year term) (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2017) 
|      |  |                                                                                                                                                                                                                                                                                                                                                   
|10.16 |  | Employment Agreement, dated November 15, 2017, between OncoCyte Corporation and Mitchell Levine (Incorporated by reference to OncoCyte Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 2, 2018)                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                   
|10.17 |  | Securities Purchase Agreement, dated March 28, 2018 (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2018)                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                   
|10.18 |  | Form of Securities Purchase Agreement dated July 26, 2018, by and among OncoCyte Corporation and the investors signatory thereto (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2018)                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                   
|10.19 |  | 2018 Equity Incentive Plan (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2018)                                                                                                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                                                                   
|10.20 |  | Form of 2018 Equity Incentive Plan Employee Stock Option Agreement (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2018)                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                   
|10.21 |  | Form of 2018 Equity Incentive Plan Non-Employee Director Stock Option Agreement (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2018)                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                   
|10.22 |  | Form of 2018 Equity Incentive Plan Restricted Stock Unit Agreement (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2018)                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                   
|10.23 |  | Employment Agreement, dated August 6, 2018, between OncoCyte Corporation and Albert P. Parker (Incorporated by reference to OncoCyte Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2018)                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                   
|10.24 |  | Employment Agreement, dated May 22, 2019, between OncoCyte Corporation and Padma Sundar*                                                                                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                   
|10.25 |  | Employment Agreement, dated June 4, 2019, between OncoCyte Corporation and Ronald Andrews (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2019)                                                                                                      



23









|10.26   |  | Transition Agreement, dated July 1, 2019, between OncoCyte Corporation and William Annett (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2019)                                                       
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                                                                                    
|10.27   |  | Amendment to 2018 Equity Incentive Plan (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2019)                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                    
|10.28   |  | Form of Minority Holder Stock Purchase Agreement, between OncoCyte Corporation and the persons named therein (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2019)                                 
|        |  |                                                                                                                                                                                                                                                                                                    
|10.29   |  | Development Agreement, dated September 30, 2019, among OncoCyte Corporation, Encore Clinical, Inc., and Razor Genomics Inc.† (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2019)                 
|        |  |                                                                                                                                                                                                                                                                                                    
|10.30   |  | Sublicense and Distribution Agreement, dated September 30, 2019, among OncoCyte Corporation, Encore Clinical, Inc., and Razor Genomics Inc.† (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2019) 
|        |  |                                                                                                                                                                                                                                                                                                    
|10.31   |  | Laboratory Services Agreement, dated August 15, 2015, as amended, among OncoCyte Corporation, Encore Clinical, Inc., and Razor Genomics Inc.† (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2019)
|        |  |                                                                                                                                                                                                                                                                                                    
|10.32   |  | First Amendment to Loan and Security Agreement, dated October 17, 2019, between OncoCyte Corporation and Silicon Valley Bank† (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2019)               
|        |  |                                                                                                                                                                                                                                                                                                    
|10.33   |  | Office Lease Agreement, dated December 23, 2019, as amended between OncoCyte Corporation and Cushing Ventures, LLC (Incorporated by reference to OncoCyte Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2019)                         
|        |  |                                                                                                                                                                                                                                                                                                    
|10.34   |  | Lease Agreement, dated November 10, 2011, between Insight Genetics, Inc. and MPC Holdings, LLC, as renewed by notice dated January 3, 2019*                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                    
|10.35   |  | OncoCyte Corporation Change in Control and Severance Plan*                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                    
|10.36   |  | Form of Change in Control and Severance Agreement*                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                    
|21      |  | Subsidiaries*                                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                    
|23.1    |  | Consent of OUM & Co. LLP *                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                    
|31      |  | Rule 13a-14(a)/15d-14(a) Certification **                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                    
|32      |  | Section 1350 Certification **                                                                                                                                                                                                                                                                      
|        |  |                                                                                                                                                                                                                                                                                                    
|101     |  | Interactive Data Files *                                                                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                    
|101.INS |  | XBRL Instance Document                                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                    
|101.SCH |  | XBRL Taxonomy Extension Schema                                                                                                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                    
|101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                    
|101.DEF |  | XBRL Taxonomy Extension Definition Document                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                    
|101.LAB |  | XBRL Taxonomy Extension Label Linkbase                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                    
|101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase                                                                                                                                                                                                                                                      



*
Previously filed



**
Filed herewith



†
Portions of this exhibit have been omitted because the omitted information is (i) not material and (ii) would likely cause competitive
harm to the registrant if publicly disclosed



Item
16. Form 10-K Summary



None.



24







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment
No. 1 on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized on the 27th day
of April 2020.



| | ONCOCYTE
    CORPORATION
| | ------------------------
| |                         
| | By:                     
| |                         
| |                         



25