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

| Title of each class        |   | Name of exchange on which registered |
|----------------------------|--------|--------------------------------------|
| Common Stock, no par value |   | NYSE MKT                             |

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| Large accelerated filer   ☐                                                         | Accelerated filer   ☐         |
|-----------------------------------------------------------------------------------------------------|-----------------------------------------------|
| Non-accelerated filer   ☒   (Do not check if a smaller reporting company) | Smaller reporting company   ☐ |

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| Item 15. | Exhibits, Financial Statement Schedules |
|----------|-----------------------------------------|

| (a-1) | Financial Statements. |
|-------|-----------------------|

| (a-2) | Financial Statement Schedules |
|-------|-------------------------------|

| (a-3) | Exhibits. |
|-------|-----------|

| ExhibitNumbers |   | Exhibit Description                                                                                   |
|----------------|--------|-------------------------------------------------------------------------------------------------------|
| 3.1            |   | Articles of Incorporation, as amended (1)                                                             |
|           |   |                                                                                                  |
| 3.2            |   | By-Laws, as amended (1)                                                                               |
|           |   |                                                                                                  |
| 4.1            |   | Specimen of Common Stock Certificate (2)                                                              |
|           |   |                                                                                                  |
| 10.1           |   | Shared Facilities Agreement, dated October 8, 2009 between OncoCyte Corporation and BioTime, Inc. (1) |
|           |   |                                                                                                  |
| 10.2           |   | Stock Option Plan, as amended (1)                                                                     |
|           |   |                                                                                                  |
| 10.3           |   | Form of Employee Incentive Stock Option Agreement (1)                                                 |
|           |   |                                                                                                  |
| 10.4           |   | Form of Director/Consultant Option Agreement (1)                                                      |
|           |   |                                                                                                  |
| 10.5           |   | Employment Agreement, dated April 1, 2011, between OncoCyte Corporation and Karen Chapman (1)         |
|           |   |                                                                                                  |
| 10.6           |   | Employment Agreement, dated June 15, 2015, between OncoCyte Corporation and William Annett (1)        |
|           |   |                                                                                                  |
| 10.7           |   | Employment Agreement, dated August 1, 2015, between OncoCyte Corporation and Kristine Mechem (1)      |
|           |   |                                                                                                  |
| 10.8           |   | Registration Rights Agreement dated October 15, 2009 (1)                                              |
|           |   |                                                                                                  |
| 10.9           |   | Amendment of Registration Rights Agreement, dated August 23, 2011 (1)                                 |

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| 10.10  |   | Second Amendment of Registration Rights Agreement, dated May 8, 2015 (1)                                                                                                                                                                                     |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                         |
| 10.11  |   | Subscription Agreement, dated May 8, 2015, between OncoCyte Corporation and George Karfunkel (1)                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                         |
| 10.12  |   | Subscription Agreement, dated May 8, 2015, between OncoCyte Corporation and Bernard Karfunkel (1)                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                         |
| 10.13  |   | Convertible Promissory Note, dated May 8, 2015, payable to BioTime, Inc. (1)                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                         |
| 10.14  |   | Agreement, dated June 26, 2015, between OncoCyte Corporation and George Karfunkel and Bernard Karfunkel (1)                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                         |
| 10.15  |   | Sponsored Research Agreement, dated September 18, 2013, 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) (1)                       |
|   |   |                                                                                                                                                                                                                                                         |
| 10.16  |   | First Amendment to the Sponsored Research Agreement, dated August 6, 2015, 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) (1)    |
|   |   |                                                                                                                                                                                                                                                         |
| 10.17  |   | Subscription Agreement, dated September 29, 2015, between OncoCyte Corporation and BioTime, Inc. (1)                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                         |
| 10.18  |   | Second Amendment to the Sponsored Research Agreement, dated October 18, 2015, 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) (1) |
|   |   |                                                                                                                                                                                                                                                         |
| 10.19  |   | Third Amendment to Registration Rights Agreement, dated November 16, 2015 (2)                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                         |
| 10.20  |   | Third Amendment to the Sponsored Research Agreement, dated December 1, 2015, between OncoCyte Corporation and The Wistar Institute of Anatomy and Biology (2)                                                                                                |
|   |   |                                                                                                                                                                                                                                                         |
| 10.21  |   | 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)*                                       |
|   |   |                                                                                                                                                                                                                                                         |
| 10.22  |   | First Amendment to License Agreement, dated January 25, 2016, between OncoCyte Corporation and The Wistar Institute of Anatomy and Biology (3)                                                                                                               |
|   |   |                                                                                                                                                                                                                                                         |
| 23.1   |   | Consent of OUM & Co. LLP (3)                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                         |
| 31     |   | Rule 13a-14(a)/15d-14(a) Certification *                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                         |
| 32     |   | Section 1350 Certification (3)                                                                                                                                                                                                                               |

| (1) | Incorporated by reference to OncoCyte Corporation’s Form 10 12(b) filed on November 23, 2015. |
|-----|-----------------------------------------------------------------------------------------------------|

| (2) | Incorporated by reference to OncoCyte Corporation’s Form 10 12(b) A-1 filed on December 29, 2015. |
|-----|---------------------------------------------------------------------------------------------------------|

| (3) | Previously filed with OncoCyte Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on March 30, 2016. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------|

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|   | ONCOCYTE CORPORATION |
|--------|----------------------|
|   |                 |
|   | By:                  | /s/William Annett |
|   |                 | William Annett |
|   |                 | President and Chief Executive Officer |

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