8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  August 29, 2016

OncoCyte Corporation

(Exact name of registrant as specified in its charter)

California	1-37648	27-1041563
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1010 Atlantic Avenue, Suite 102

Alameda, California 94501

(Address of principal executive offices)

(510) 775-0515

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Forward-Looking Statements

Any statements that are not historical fact (including, but not limited to statements that contain words such as “may,” “will,” “believes,” “plans,” “intends,” “anticipates,” “expects,” “estimates”) should also be considered to be forward-looking statements.  Additional factors that could cause actual results to differ materially from the results anticipated in these forward-looking statements are contained in OncoCyte Corporation’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) under the heading “Risk Factors” and other filings that OncoCyte may make with the SEC.  Undue reliance should not be placed on these forward-looking statements which speak only as of the date they are made, and the facts and assumptions underlying these statements may change.  Except as required by law, OncoCyte disclaims any intent or obligation to update these forward-looking statements.

Section 5 - Corporate Governance and Management

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of New Director

On August 29, 2016, our Board of Directors appointed Don M. Bailey to the Board of Directors to fill the vacancy created by the resignation of Michael D. West.  Mr. Bailey will also serve on the Audit Committee and on the Nominating/Corporate Governance Committee of the Board.

Mr. Bailey, 70, Bailey served as President and Chief Executive Officer of Questcor Pharmaceuticals, Inc. from November 2007 until Questcor was acquired by Mallinckrodt plc in August 2014. He was also a director of Mallinckrodt plc from August 2014 to March 2016, and during this time he was the Chairman of its portfolio committee. He initially joined the Questcor board in 2006 as an independent director.  Mr. Bailey is non-executive Chairman of the Board of Directors of Asterias Biotherapeutics, Inc. From June 2015 until May 2016 Mr. Bailey was also a director and audit committee Chair of Biotie Therapeutics Corp., a clinical-stage pharmaceutical company headquartered in Turku, Finland. Mr. Bailey was the non-executive Chairman of the board of directors of STAAR Surgical Company from April 2005 until January 2014 and a member of its board until June 2014. STAAR Surgical Company is a leader in the development, manufacture, and marketing of minimally invasive ophthalmic products employing proprietary technologies. Mr. Bailey was the Chairman of the board of directors of Comarco, Inc., a defense services company transformed into a wireless communication products company, from 1998 until 2007, where he served as Chief Executive Officer from 1991 until 2000. Mr. Bailey holds a B.S. degree in mechanical engineering from the Drexel Institute of Technology, an M.S. degree in operations research from the University of Southern California, and an M.B.A. from Pepperdine University. Mr. Bailey has also served as a board member on several non-profit and academic enterprises. Mr. Bailey serves on the board of the Business School at Chapman University in Orange, CA and is a Founding Board member of the University of California Irvine’s (UCI) Applied Innovation Institute.

Mr. Bailey will receive the standard compensation approved for non-employee directors and members of the Audit Committee and on the Nominating/Corporate Governance Committee.  As a non-employee director, Mr. Bailey will receive an annual cash fee of $20,000, plus $1,000 for each regular or special meeting of the Board of Directors attended or $500 for each meeting attended by telephone conference call. In addition to cash fees, as a non-employee director Mr. Bailey will receive options to purchase 20,000 shares of common stock under our 2010 Stock Option Plan (the “Plan”).  The annual fee of cash will be paid, and the stock options granted will vest and become exercisable, in four equal quarterly installments, provided that the non-employee director remains a director on the last day of the applicable quarter. The options will expire if not exercised five years from the date of grant.  As a member of the Audit Committee, Mr. Bailey will receive an annual cash fee of $7,000 for serving on the Audit Committee, and an annual cash fee of $5,000 for serving on the Nominating/Corporate Governance Committee, and $1,000 for each committee meeting attended in person, and $500 for each committee meeting attended by telephone.

Mr. Bailey purchased 230,769 shares of OncoCyte common stock and 230,769 OncoCyte stock purchase warrants for $750,000 in a private placement that we completed on August 29, 2016.

Section 9-Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press release dated August 29, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ONCOCYTE CORPORATION
Date:  August 29, 2016	By:	s/Russell Skibsted
		Russell Skibsted
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Don M. Bailey Appointed to OncoCyte Corporation’s Board of Directors

Experienced Senior Executive with Track Record of Consistently and Rapidly Building

Shareholder Value at Several Companies Makes Equity Investment in OncoCyte

ALAMEDA, Calif., Aug. 29, 2016 (GLOBE NEWSWIRE) —OncoCyte Corporation (NYSE MKT: OCX), a developer of novel, non-invasive blood and urine based tests for the early detection of cancer, today announced the appointment of Don M. Bailey to the Company’s Board of Directors. Mr. Bailey will also be making a $750,000 investment in OncoCyte as part of the financing announced today by the Company.

Mr. Bailey’s career is highlighted by a track record of creating shareholder value at publicly traded companies.  He is currently the Chairman of the Board of Directors of Asterias Biotherapeutics, Inc. (NYSE MKT: AST).  Previously, Mr. Bailey served as President and Chief Executive Officer of Questcor Pharmaceuticals Inc. from 2007 until its sale in 2014 to Mallinckrodt, plc.  Questcor experienced high growth in revenues and earnings during this period, while its market valuation increased more than 200 fold from less than $25 million in 2007 to $5.6 billion at the time of its sale. Mr. Bailey succeeds Michael D. West, Ph.D., the Co-Chief Executive Officer of BioTime, who has relinquished his board positon to permit Mr. Bailey to join the board.  The number of Directors will remain at seven, with four being outside Directors. Dr. West will continue to be a scientific advisor to the Company.

“Don Bailey has earned a reputation for being an astute strategic thinker, effective leader, and creator of significant shareholder value in the healthcare industry.  We are fortunate that Don has agreed to join our board as well as make an equity investment in OncoCyte. We look forward to his contribution,” said Alfred Kingsley, Chairman of the Board of Directors.

“During 2017, OncoCyte is poised to begin offering doctors and their patients a better way to diagnose lung cancer, which, undetected, results in the death of more than 100,000 Americans every year, and, causes more deaths than any other type of cancer in our country,” commented Mr. Bailey.  “I’m impressed by the progress the team has made during the past year with the lung cancer test, as well as tests for bladder and breast cancer, and look forward to serving on the Board.”

Mr. Bailey was appointed Chairman of the Asterias Board of Directors earlier this year. Recently, Mr. Bailey was also a member of the board of Biotie Therapeutics from 2015 until its sale to Acorda Therapeutics earlier this year.  In addition to Asterias and Biotie, he served as a member of the Mallinckrodt Board of Directors between 2014 and 2016.  Previously, Mr. Bailey served as Chairman of the Board of Directors of STAAR Surgical Company between 2005 and 2014.  In addition, he served as President and CEO of Comarco Inc from 1990 until 2000 and as its Chairman. from 1998 until 2007. Mr. Bailey holds a B.S. degree in mechanical engineering from the Drexel Institute of Technology (now Drexel University), an M.S. degree in operations research from the University of Southern California, and an M.B.A. from Pepperdine University. He also serves on several boards at Chapman University and the University of California Irvine and is a Senior Fellow in Entrepreneurship at Pepperdine University.

About OncoCyte Corporation

OncoCyte is primarily focused on the development and commercialization of novel, non-invasive blood and urine (“liquid biopsy”) diagnostic tests for the early detection of cancer to improve health outcomes through earlier diagnoses, to reduce the cost of care through the avoidance of more costly diagnostic procedures, including invasive biopsy and cystoscopic procedures, and to improve the quality of life for cancer patients. While current biopsy tests use invasive surgical procedures to provide tissue samples in order to determine if a tumor is benign or malignant, OncoCyte is developing a next generation of diagnostic tests that will be based on liquid biopsies using blood or urine samples. OncoCyte’s pipeline products are intended to be confirmatory diagnostics for detecting lung, bladder and breast cancer. OncoCyte’s diagnostic tests are being developed using proprietary sets of genetic and protein markers that differentially express in specific types of cancer.

Forward Looking Statements

Any statements that are not historical fact (including, but not limited to statements that contain words such as “will,” “believes,” “plans,” “anticipates,” “expects,” “estimates”) are forward-looking statements. These statements include those pertaining to future financial and/or operating results, future growth in research, technology, clinical development, and potential opportunities for OncoCyte, including our ability to develop an assay and classifier for our confirmatory lung diagnostic, complete an internal validation study and implement commercialization plans and the timing of these plans.  These statements are based on our current expectations, beliefs, goals, plans, or prospects and involve risks and uncertainties, including, without limitation, risks inherent in the development and/or commercialization of potential diagnostic tests or products, uncertainty in the results of clinical trials or regulatory approvals, the need and ability to obtain future capital, maintenance of intellectual property rights, and the need to obtain third party reimbursement for patients ’use of any diagnostic tests we commercialize. Actual results may differ materially from the results anticipated in these forward-looking statements and as such should be evaluated together with the many uncertainties that affect the business of OncoCyte, particularly those mentioned in the “Risk Factors” found in OncoCyte’s Securities and Exchange Commission filings. OncoCyte disclaims any intent or obligation to update these forward-looking statements, except as may be required by law.

Investor Contact:

EVC Group, Inc.

Michael Polyviou/Amanda Prior

646-445-4800

mpolyviou@evcgroup.com /aprior@evcgroup.com

Media Contact:

EVC Group, Inc.

Dave Schemelia

646-445-4800

dave@evcgroup.com