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):  February 17, 2017

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 Form 10 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.

Item 1.01          Entry into a Material Definitive Agreement.

The information contained in Item 3.02 below is incorporated by reference herein.

Item 3.02          Unregistered Sales of Equity Securities.

On February 17, 2017, OncoCyte Corporation (“OncoCyte”) entered into two forms of Warrant Exercise Agreement (collectively, the “Agreement”) with certain holders of OncoCyte’s warrants issued in its August 2016 private placement (the “Original Warrants”).  Pursuant to one form of the Agreement, holders agreed to cash exercise Original Warrants to purchase 200,000 shares of OncoCyte’s common stock (the “Common Stock”) at their exercise price of $3.25 per share, and OncoCyte agreed to issue to each such holder new warrants (the “New Warrants”) to purchase an equal number of shares of Common Stock at an exercise price of $5.50 per share.  Pursuant to the alternate form of the Agreement, the holder agreed to cash exercise Original Warrants to purchase 425,000 shares of Common Stock at the exercise price of $3.25 per share, and OncoCyte agreed to issue to such holder a New Warrant to purchase one half of such number of shares of Common Stock at an exercise price of $3.25 per share.  In this alternate form of the Agreement, OncoCyte also agreed to file with the U.S. Securities and Exchange Commission a registration statement covering the resale of the shares of Common Stock issuable upon exercise of the New Warrant and to keep it continuously effective for up to five years, subject to conditions set forth in the Agreement.  In the aggregate, OncoCyte received gross proceeds of approximately $2.0 million and issued 412,500 New Warrants to purchase shares of Common Stock at a weighted average price of $4.34 per share.

The New Warrants have an exercise price of either $3.25 or $5.50 per share of Common Stock, were exercisable upon issuance, and may be exercised until February 17, 2022.

OncoCyte issued the New Warrants to investors without registration under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state securities laws for transactions by an issuer not involving any public offering.  All investors were accredited and no form of general solicitation or general advertising was used in connection with the transaction.

The foregoing description of the Agreement and the New Warrants do not purport to be complete and are qualified in their entirety by the full text of such documents, which are filed as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report and incorporated by reference into this Item 3.02.

Section 5 - Corporate Governance and Management

Item 5.02 - Compensatory Arrangements of Certain Officers

Executive Compensation

On February 17, 2017, OncoCyte’s Board of Directors, based on the recommendation of its Compensation Committee, determined to grant stock options to certain executive officers, including those shown in the following table.

Name of Executive	Title	Number of Options
William Annett	President and Chief Executive Officer	225,000
Kristine C. Mechem	Vice President of Marketing	67,500

The stock options were granted under OncoCyte’s Employee Stock Option Plan (the “Plan”). The options will vest and become exercisable as follows:  25 percent of the options will vest upon the executive’s completion of one year of continuous service as an OncoCyte executive officer or employee from the date of grant, and the balance of the options shall vest in 36 equal monthly installments, commencing on the first anniversary date of the grant, in each case based upon the executive’s continued service as an OncoCyte executive officer or employee.

The options will expire if not exercised 10 years from the date of grant.  However, in the event of termination of the executive's employment for any reason other than death or disability, the options will expire three months following the termination of employment, and in the event of the executive's death or disability, the options will expire if not exercised within the first year following cessation of employment due to death or disability, and in each case may be exercisable only up to the amount vested on the date the executive’s employment terminates.

The exercise price of such options is $4.70, the fair market value of OncoCyte common stock determined in accordance with the Plan. The options shall be incentive stock options pursuant to Section 422 of the Internal Revenue Code, to the extent permitted by the Code.

Item 7.01          Regulation FD Disclosure.

On February 21, 2017, OncoCyte issued a press release announcing that it had closed the transactions contemplated by the Agreement.  A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any filings made by OncoCyte under the Securities Act or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Item 9.01          Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
4.1	Form of New Warrant
10.1	Form of Warrant Exercise Agreement
10.2	Alternate form of Warrant Exercise Agreement
99.1	Press release issued by OncoCyte Corporation dated February 21, 2017

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:  February 24, 2017	By:	/s/ Russell Skibsted
		Russell Skibsted
		Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
4.1	Form of New Warrant
10.1	Form of Warrant Exercise Agreement
10.2	Alternate form of Warrant Exercise Agreement
99.1	Press release issued by OncoCyte Corporation dated February 21, 2017

EX-4.1

Exhibit 4.1

WARRANT

NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN A WARRANT EXERCISE AGREEMENT, DATED AS OF FEBRUARY 17, 2017, AND AS AMENDED FROM TIME TO TIME, COPIES OF WHICH ARE AVAILABLE WITH THE SECRETARY OF THE COMPANY.

ONCOCYTE CORPORATION

COMMON STOCK WARRANT

Warrant No.  CSW-[·] Date of Original Issuance: February 17, 2017

OncoCyte Corporation, a California corporation (the “Company”), hereby certifies that, for value received, [·], or its registered assign (the “Holder”), is entitled to purchase from the Company [·] shares (as adjusted from time to time as provided in Section 11) of common stock, no par value, of the Company (the “Common Stock”) (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”), at the Exercise Price determined pursuant to Section 3 hereof, at any time after February 17, 2017 (the “Initial Exercisability Date”) through and including the fifth anniversary of the Initial Exercisability Date (the “Expiration Date”), and subject to the following terms and conditions:

1.             Exercise Agreement. This Common Stock Warrant (this “Warrant”) is issued in connection with that certain Warrant Exercise Agreement, of even date herewith (as amended from time to time, the “Exercise Agreement”), by and among the Company and the Holder, and is subject to, and the Company and the Holder shall be bound by, all the applicable terms, conditions and provisions thereof.

2.             Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein shall have the meanings assigned to such terms in the Exercise Agreement. As used herein, the following terms shall have the following respective meanings:

“Black Scholes Value” means the value of a Warrant based on the Black Scholes Option Pricing Model obtained from the “OV” function on the Bloomberg determined as of the day of closing of the Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the closing of the Fundamental Transaction and the Expiration Date, (B) an expected volatility equal to the lesser of 60% and the 180-day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the Fundamental Transaction, (C) the price per Warrant Share shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in the Fundamental Transaction and (D) a remaining option time equal to the time between the date of the closing of the Fundamental Transaction and the Expiration Date. For purposes of the foregoing, the value of any non-cash consideration in any Fundamental Transaction will be determined in good faith by the Board of Directors of the Company or the Acquirer.

“Bloomberg” means Bloomberg, L.P.

“Closing Sale Price” means, for the Common Stock the last closing trade price for such security on the Principal Trading Market, as reported by Bloomberg, or, if the Principal Trading Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg.

“Eligible Market” means any of the NYSE MKT, The NASDAQ Capital Market, The NASDAQ Global Market, The NASDAQ Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

“Fair Market Value” of one share of Common Stock on the Date of Exercise (as hereinafter defined) means (i) the VWAP for the Trading Day immediately prior to the Date of Exercise, or (ii) if an Eligible Market is not then the Principal Trading Market, the average of the reported sales prices reported by Bloomberg on the Trading Market for the Common Stock on the Trading Day immediately prior to the Date of Exercise, or, if there is no sales price on such Trading Day, the last sales price reported by Bloomberg for such Trading Day, or (iii) if neither of the foregoing applies, the last sales price of the Common Stock in the over-the-counter market as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) (or any similar organization or agency succeeding to its functions of reporting prices) for the Common Stock as reported by Bloomberg, or if no sales price is so reported for the Common Stock, the last bid price of such Common Stock as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith business judgment.

“NYSE MKT” means NYSE MKT LLC, formerly known as the American Stock Exchange.

“Principal Trading Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading.

“Shares” means the Company’s currently authorized common stock, no par value per share, and stock of any other class or other consideration into which such currently authorized capital stock may hereafter have been changed.

“Trading Day” means (a) a day on which the Common Stock is listed or quoted and traded on the Principal Trading Market (other than the OTC Bulletin Board), or (b) if the Common Stock is not then listed or quoted and traded on any Eligible Market, then a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (a), (b) and (c) hereof, then Trading Day shall mean a day on which financial institutions are open for business in the city of New York.

“Trading Market” means the OTC Bulletin Board or any Eligible Market, or any national securities exchange, market or trading or quotation facility on which the Common Stock is then listed or quoted.

“VWAP” shall mean the daily volume weighted average price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York time)) of the Common Stock on the Principal Trading Market as reported by Bloomberg Financial L.P. using the AQR function.

3.             Exercise Price. This Warrant may be exercised for a price per Warrant Share equal to $[·], subject to adjustment from time to time pursuant to Section 11 (the “Exercise Price”).

4.             Registration of Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to ime. The Company may deem and treat the Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

5.             Transfer of Warrant.

(a)           No Holder may, directly or indirectly, sell, exchange, assign or otherwise transfer all or any portion of this Warrant without the prior written consent of the Company; provided that, subject in each case to Section 5(b) hereof, (i) a Holder that is a natural person may transfer all or a portion of this Warrant to one or more trusts for the benefit of such Holder, such Holder’s spouse, a lineal descendant of such Holder or such Holder’s parents, the spouse of any such descendant or a lineal descendant of any such spouse and (ii) a Holder that is a Person other than a natural person may transfer all or a portion of the Warrant to an Affiliate of such Holder.

(b)           Subject to the Holder’s appropriate compliance with the restrictive legend on this Warrant and the transfer restrictions set forth herein and in the Exchange Agreement, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon (i) surrender of this Warrant, with the Form of Assignment substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein and (ii) delivery to the Company at its address specified herein an investment letter, in form and substance reasonably satisfactory to the Company, signed by the transferee. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

6.             Duration and Exercise of Warrants.

(a)           Duration. This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the Initial Exercisability Date and through and including the Expiration Date. At 6:30 p.m., New York City time, on the Expiration Date (the “Exercise Period”), the portion of this Warrant not exercised prior thereto shall be and become void and of no value.

(b)           [RESERVED]

(c)           Not later than three (3) Trading Days after each Date of Exercise (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder a certificate representing the Warrant Shares which, if permitted under applicable securities laws, shall be free of restrictive legends and trading restrictions representing the number of Warrant Shares being acquired upon the exercise of the Warrant. If, on any applicable Share Delivery Date, such certificate(s) are not timely delivered to or as directed by the Holder, then the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate(s), to rescind such exercise, in which event the Company shall promptly return to the Holder the original Warrants (if any) delivered to the Company and, if applicable, the Holder shall promptly return to the Company the Common Stock book-entry statements issued to such Holder pursuant to the rescinded Exercise Notice.

(d)           In connection with any exercise of this Warrant, if the Company shall fail for any reason to deliver the Warrant Shares by the Share Delivery Date, and if on or after the Share Delivery Date the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of any portion of such Warrant Shares that the Holder anticipated receiving by the Share Delivery Date, then the Company shall, within three (3) Trading Days after the Holder’s request and in the Holder’s discretion, either: (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the number of Warrant Shares so purchased, at which point the Company’s obligation to deliver such Warrant Shares shall terminate, or (ii)pay cash to the Holder on each Trading Day an amount equal to 1% of the product of (A) the aggregate number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled and (B) the Closing Sale Price of Common Stock on the Trading Day immediately preceding the last possible date on which the Company could have issued such shares of Common Stock to the Holder.

7.             Delivery of Warrant Shares on Exercise; Net Exercise.

(a)           To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant, and unless this Warrant is surrendered upon such exercise, the execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares (if any). Upon delivery of an Exercise Notice substantially in the form attached hereto as Attachment A (an “Exercise Notice”) to the Company at its address for notice determined as set forth herein, and, upon payment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased (which may take the form a “net exercise” as permitted pursuant to Section 7(b) and so indicated in the Exercise Notice), the Company shall promptly (but in no event later than three (3) Trading Days after the Date of Exercise)issue and deliver, or cause its transfer agent to issue and deliver, to the Holder a certificate for the Warrant Shares issuable upon such exercise registered in the name of the Holder or its designee. A “Date of Exercise” means the date on which the Holder shall have delivered to the Company: (i) an Exercise Notice, appropriately completed and duly signed, and (ii) unless the exercise of this Warrant is being effected as a “net exercise” pursuant to Section 7(b), as applicable, payment of the Exercise Price (by certified or official bank check, intra-bank account transfer or wire transfer) for the number of Warrant Shares so indicated by the Holder to be purchased.

(b)           Provided that (i)the Fair Market Value of one share of Common Stock (as of the Date of Exercise) is greater than the Exercise Price (as of the Date of Exercise), and (ii) on the Exercise Date, a registration statement with respect to the resale of shares of Common Stock issuable upon exercise of this Warrant is not effective with the Securities and Exchange Commission, then the Holder may, at its election, effect a “net exercise” of this Warrant as indicated in the Holder’s Exercise Notice, in which event, if so effected, the Holder shall be entitled to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company, if applicable, together with the appropriately completed and duly signed Exercise Notice, in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula:

X =	Y*(A-B)
	A

Where:

X = the number of Warrant Shares to be issued to the Holder

Y = the number of Warrant Shares with respect to which this Warrant is being exercised

A =the Fair Market Value of one share of Common Stock (as of the Date of Exercise)

B = Exercise Price (as of the Date of Exercise)

For the avoidance of doubt, if the foregoing calculation results in zero or a negative number, then no Warrant Shares shall be issued upon exercise pursuant to this Section 7(b).

(c)           The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver the certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof; provided, however, that under no circumstances shall the Company be required to settle any exercises of this Warrant by cash payment or to otherwise “net cash settle” this Warrant.

8.             Charges, Taxes and Expenses. Issuance and delivery of certificated or uncertificated shares of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee, or other incidental tax or expense in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

9.             Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a new Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a new Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a new Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver this mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the new Warrant.

10.           Reservation of Warrant Shares. The Company covenants that it shall at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from liens, encumbrances or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 11). The Company covenants and warrants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable.

11.           Certain Adjustments. The Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant is subject to adjustment from time to time as set forth in this Section 11.

(a)           Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, ii) subdivides outstanding shares of Common Stock into a larger number of shares, iii) combines (including by way of reverse stock split) outstanding shares of Common Stock intoa smaller number of shares, or iv) issues by reclassification of shares of Common Stock any shares of capital stock of the Company; then in each such case (A) the Exercise Price shall be adjusted by multiplying the Exercise Price then in effect by a fraction, the numerator of which equals the number of shares of Common Stock outstanding immediately prior to such event (excluding treasury shares, if any), and the denominator of which equals the number of shares of Common Stock outstanding immediately after such event (excluding treasury shares, if any), and (B) the number of Warrant Shares issuable hereunder shall be concurrently adjusted by multiplying such number by the reciprocal of such fraction. Such adjustments shall take effect (i) if a record date shall have been fixed for determining the shareholders or security holders, as applicable, of the Company entitled to receive such dividend, distribution or issuance by reclassification, as the case may be, immediately after such record date, or (ii) otherwise, immediately after the effective date of such dividend, distribution, subdivision, combination, or issuance by reclassification, as the case may be.

(b)           Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or a series of related transactions, (A) effects any merger, consolidation or reorganization or other similar transaction or a series of related transactions which results in the voting securities of the Company outstanding immediately prior thereto representing immediately thereafter (either by remaining outstanding or by being converted into voting securities of the surviving or acquiring entity) less than 50% of the combined voting power of the voting securities of or economic interests in the Company or such surviving or acquiring entity outstanding immediately after such merger, consolidation or reorganization, (B) effects any sale, lease, license, assignment, transfer, conveyance, distribution or other disposition of all or substantially all of its assets, (C) effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (except for issuances by reclassification contemplated by Section 11(a)(iv) or transactions for the purpose of changing the domicile of the Company), or (D) consummates a stock or share purchase agreement or other business combination (including a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) whereby such other Person or “group” acquires more than 50% of the voting power of or economic interests in the then outstanding shares of capital stock of the Company (after giving effect to such transaction), or (ii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person or group of Persons) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property (each transaction or series of transactions referred to in clause (i) or (ii) above, a “Fundamental Transaction”); then, the Company shall (x) unless such Fundamental Transaction is an unsolicited third-party tender offer, use its best efforts to ensure that lawful and adequate provision shall be made whereby the Holder shall thereafter continue to have the right to purchase and receive, upon the basis and upon the terms and conditions herein specified (or as nearly equivalent as practicable), and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrant, shares in the surviving or acquiring entity in the Fundamental Transaction (such entity, or the parent thereof in a consolidated group, the “Acquirer”) with an aggregate value equal to the Black Scholes Value of the Holder’s Warrants (an “Acquirer Assumption”); and (y) if an Acquirer Assumption does not occur, the Acquirer shall pay to the Holder an amount equal to the aggregate value equal to the Black Scholes Value of the Holder’s Warrants, which amount shall be paid in cash in the event that the Company’s shareholders receive cash consideration from the Acquirer at the closing of the Fundamental Transaction, or shall be such stock, securities or other non-cash consideration of the Acquirer as it pays to the Company’s shareholders as consideration for the Fundamental Transaction.

(c)           Adjustment Rules.

(i)          Any adjustments pursuant to this Section 11 shall be made successively whenever any event referred to herein shall occur, except that, notwithstanding any other provision of this Section 11, no adjustment shall be made to the number of Warrant Shares to be delivered to the Holder (or to the Exercise Price) if such adjustment represents less than 1% of the number of Warrant Shares previously required to be so delivered, but any lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to 1% or more of the number of Warrant Shares to be so delivered.

(ii)          No adjustments shall be made pursuant to this Section 11 in respect of the issuance of Warrant Shares upon exercise of the Warrant.

(iii)         If the Company shall take a record of the holders of its shares for any purpose referred to in this Section 11, then (x) such record date shall be deemed to be the date of the issuance, sale, distribution or grant in question and (y) if the Company shall legally abandon such action prior to effecting such action, no adjustment shall be made pursuant to this Section 11 in respect of such action.

(iv)         In computing adjustments under this Section 11, (A) fractional interests in Shares shall be taken into account to the nearest one-thousandth of a Share, and (B) calculations of the Exercise Price shall be carried to the nearest one-thousandth of one cent.

(d)           Proceedings Prior to Any Action Requiring Adjustment. As a condition precedent to the taking of any action which would require an adjustment pursuant to this Section 11, the Company shall take any action which may be necessary, including obtaining regulatory approvals or exemptions, in order that the Company may thereafter validly and legally issue as fully paid and nonassessable all Warrant Shares which the Holder is entitled to receive upon exercise of the Warrant.

(e)           Notice of Adjustment. Not less than 20 days prior to the record date or effective date, as the case may be, of any action which requires or might require an adjustment or readjustment pursuant to this Section 11, the Company shall give notice to the Holder of such event, describing such event in reasonable detail and specifying the record date or effective date, as the case may be, and, if determinable, the required adjustment and computation thereof. If the required adjustment is not determinable as the time of such notice, the Company shall give notice to the Holder of such adjustment and computation as soon as reasonably practicable after such adjustment becomes determinable. In connection with any such adjustment or readjustment, the Company shall prepare a report setting forth such adjustment or readjustment and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment or readjustment is based, including a statement of (i) the number of Shares outstanding or deemed to be outstanding, and (ii) the Exercise Price in effect immediately prior to such issue or sale and as adjusted and readjusted (if required by this Section 11) on account thereof. TheCompany shall forthwith mail a copy of each such report to the Holder and shall, upon the written request at any time of the Holder, furnish to such Holder a like report setting forth the Exercise Price at the time in effect and showing in reasonable detail how it was calculated. The Company shall also keep copies of all such reports at its office and shall cause the same to be available for inspection at such office during normal business hours by the Holder.

(f)            Disputes. Any dispute which arises between the Holder and the Company with respect to the calculation of the adjusted Exercise Price or Warrant Shares issuable upon exercise shall be determined by the independent auditors of the Company in accordance with the terms of this Warrant, and such determination shall be binding upon the Company and the holders of the Warrants and the Warrant Shares if made in good faith and without manifest error.

12.           [RESERVED]

13.           No Fractional Shares. No fractional shares of Common Stock shall be issued in connection with any exercise of this Warrant. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay the Holder an amount of cash equal to the product of such fraction multiplied by the Fair Market Value of one share of Common Stock on the Date of Exercise.

14.           No Impairment. The Company shall not by any action including, without limitation, amending its Certificate of Incorporation, any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but shall at all times in good faith assist in the carrying out of all such terms and in the taking of all such action, as may be necessary or appropriate to protect the rights of the Holder against impairment. Without limiting the generality of the foregoing, the Company shall take all such action as may be necessary or appropriate in order that the Company may validly issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant at the then Exercise Price therefor.

15.           No Rights as a Shareholder; Notice to Holder. Nothing contained in this Warrant shall be construed as conferring upon the Holder the right to vote or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or any other matter, or any rights whatsoever as a shareholder of the Company.

16.           Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

17.           Miscellaneous.

(a)           Notices. Any and all notices or other communications or deliveries hereunder (including any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number pursuant to this Section 17(a) prior to 5:30 p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the date oftransmission, if such notice or communication is delivered via facsimile at the facsimile number specified pursuant to this Section 17(a) on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by nationally recognized overnight courier service to the street address specified pursuant to this Section 17(a), or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall be as follows:

(i)           if to the Company, to:

OncoCyte Corporation

1010 Atlantic Avenue, Suite 102

Alameda, California 94501

Attn:   Chief Executive Officer

Email:  wannett@oncocyte.com

with a copy to (which shall not constitute notice to the Company):

DLA Piper LLP (US)

2000 University Avenue

East Palo Alto, CA 94303

Attn:     Bruce Jenett

             Andrew D. Ledbetter

Email:  bruce.jenett@dlapiper.com

Email:  andrew.ledbetter@dlapiper.com

(ii)          if to the Holder, to the address, facsimile number or street address appearing on the Warrant Register;

or to such other address, facsimile number or email address as the Company or the Holder may provide to the other in accordance with this Section 17(a).

(b)           Assignment. Subject to the restrictions on transfer described herein and in the Exchange Agreement, the rights and obligations of the Company and the Holder shall be binding upon, and inure to the benefit of, the successors, assigns, heirs, administrators and transferees of the parties. Without the prior written consent of the Holder, which may be withheld in the Holder’s sole discretion, this Warrant may not be assigned by the Company except to a successor in the event of a Fundamental Transaction.

(c)            No Third Party Beneficiaries. Nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant.

(d)           Amendments; Waiver. Any term of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Holder. No waiver of any default with respect to any provision, condition or requirement of this Warrant shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

(e)            Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflict of laws.

(f)            Severability. If one or more provisions of this Warrant are held to be unenforceable under applicable law in any respect, such provision shall be excluded from this Warrant and the balance of this Warrant shall be construed and interpreted as if such provision were so excluded and shall be enforceable in accordance with its remaining terms.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

ONCOCYTE CORPORATION
By:
Name:	William Annett
Title:	President and Chief Executive Officer

[Signature Page to Warrant]

ATTACHMENT A

EXERCISE NOTICE

To OncoCyte Corporation:

The undersigned hereby irrevocably elects to purchase shares (the “Shares”) of common stock, no par value per share (“Common Stock”), of OncoCyte Corporation, a California corporation, pursuant to Warrant No. CSW-[·] originally issued on February 17, 2017 (the “Warrant”). The undersigned elects to utilize the following manner of exercise:

Shares:

□ Full Exercise of Warrant

□ Partial Exercise of Warrant (in the amount of ______________ Shares)

Exercise Price: $

The Holder intends that payment of the Exercise Price shall be made as (check one):

□ “Net Exercise” under Section 7(b) of the Warrant (if available)

□ Certified or Official Bank Check

□ Intra-Bank Account Transfer

□ Wire Transfer

[Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the [undersigned]/[the undersigned’s nominee as is specified below].]

Date:

Full Name of Holder†:

Signature of Holder or Authorized Representative:

Name and Title of Authorized Representative††:

Additional Signature of Holder (if jointly held):

Social Security or Tax Identification Number:

Address of Holder:

Full Name of Nominee of Holder††:

Address of Nominee of Holder††:

† Must conform in all respects to name of holder as specified on the face of the Warrant.

†† If applicable.

ATTACHMENT B

FORM OF ASSIGNMENT

[To be completed and signed only upon transfer of Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto [·] the right represented by the attached Common Stock Warrant to purchase [·] shares of Common Stock of OncoCyte Corporation, a California corporation (the “Company”), to which the Warrant relates and appoints [·] as attorney to transfer said right on the books of the Company with full power of substitution in the premises.

Date:

Full Name of Holder*:

Signature of Holder or Authorized Representative:

Name and Title of Authorized Representative†:

Additional Signature of Holder (if jointly held):

Address of Holder:

Full Name of Transferee:

Address of Transferee:

In the presence of:

* Must conform in all respects to name of holder as specified on the face of the Warrant.

† If applicable.

EX-10.1

Exhibit 10.1

WARRANT EXERCISE AGREEMENT

This Warrant Exercise Agreement (this “Agreement”) is entered into as of February 17, 2017, by and among OncoCyte Corporation, a California corporation (the “Company”), and [·] (the “Holder”).

WHEREAS, in connection with the closing of a private placement on August 29, 2016, the Company issued the Holder Common Stock Warrant number CSW-[·] (the “Original Warrant”) to purchase [·] shares of the Company’s Common Stock (the “Original Warrant Shares”);

WHEREAS, the Holder desires to immediately exercise the Original Warrant in cash with respect to that number of Original Warrant Shares set forth on the signature page hereto (the “Exercised Shares”), pursuant to the terms set forth in the Original Warrant, and, in consideration therefor, the Company desires to issue to the Holder a newly issued Common Stock Warrant in the form attached hereto as Exhibit A (the “New Warrant”);

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Holder and the Company agree as follows:

ARTICLE 1

DEFINITIONS

1.1           Definitions.  Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the Original Warrant.

ARTICLE 2

EXERCISE OF THE ORIGINAL WARRANT AND ISSUANCE OF NEW WARRANT

2.1           Exercise of Original Warrant.  The Holder hereby immediately exercises the Original Warrant with respect to the Exercised Shares and tenders to the Company herewith the payment of the aggregate exercise price, in immediately available funds, equal to $3.25 times the number of Exercised Shares.  The number of Exercised Shares and the aggregate exercise price are set forth on the Holder’s signature page hereto. Within five (5) Trading Days of the date hereof, the Company shall deliver the Exercised Shares to the Holder’s DTC account via the DWAC system.  The exercise of the Original Warrant shall otherwise be pursuant to, and subject to the terms of, the Original Warrant.

2.2           Issuance of New Common Stock Warrant.  Within three (3) Trading Days of the date hereof, the Company shall deliver to the Holder (i) a New Warrant to purchase up to a number of shares of Common Stock equal to one half of the number of Exercised Shares (the “New Warrant Shares” and, together with the Original Warrant Shares, the “Warrant Shares”) and (ii) a replacement of the Original Warrant representing the balance, if any, of the Original Warrant Shares less the Exercised Shares.  The New Warrant shall be immediately exercisable at an exercise price of $3.25 per share (subject to adjustment as provided therein) and will expire on February 17, 2022.  The New Warrant shall otherwise be substantially in the form attached hereto on Exhibit A.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1           Representations and Warranties of the Company.  The Company hereby represents and warrants to the Holder that as of the date hereof:

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(a)          Authorization; Enforcement.  The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder.  The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Company.  This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law (clauses (i)-(iii), the “Enforceability Exceptions”).

(b)          No Conflicts.  The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not:  (i) conflict with or violate any provision of the Company’s articles of incorporation or bylaws, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing Company debt or otherwise) or other material understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected.

(c)          Disclosure.  Except with respect to the material terms and conditions of the transactions contemplated by this Agreement, neither the Company nor any person acting on its behalf has provided the Holder with any information that it believes constitutes material, non-public information.  All of the disclosure furnished by or on behalf of the Company to the Holder regarding the Company, its business and the transactions contemplated hereby, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(d)          No General Solicitation.  Neither the Company nor any person participating on the Company’s behalf in the transactions contemplated hereby has conducted any “general solicitation” or “general advertising,” within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), with respect to any securities offered or sold hereby.

3.2           Representations and Warranties of the Holder.  The Holder hereby represents and warrants to the Company that as of the date hereof:

(a)          Authorization.  The Holder has all necessary power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder.  The execution and delivery of this Agreement by the Holder and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf.  This Agreement has been duly executed and delivered by the Holder and constitutes the valid and binding obligation of the Holder, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

2

(b)          No Conflicts.  The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby do not and will not:  (i) conflict with or violate any provision of the Holder’s organizational or charter documents, or (ii) conflict with or result in a violation of any agreement, law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority which would interfere with the ability of the Holder to perform its obligations under this Agreement.

(c)          Access to Information.  The Holder has had the opportunity to review this Agreement and the Company’s filings with the Securities and Exchange Commission (the “Commission”), including the risk factors contained therein, and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the exercise of the Original Warrant, the terms and conditions of the New Warrant and the merits and risks of investing in the Warrant Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain any additional information or confer with any financial, tax, legal or other advisors as the Holder believes is necessary to make an informed investment decision with respect to the transactions contemplated hereby. Except with respect to the material terms and conditions of the transactions contemplated by this Agreement, the Holder does not possess any information that it believes constitutes material, non-public information, whether due to its relationships with the Company or otherwise.

(d)          Private Offering Matters.  As of the date hereof the Holder is, and on each date on which the Holder exercises any Company warrant, the Holder will be either:  (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.  The Holder understands that the New Warrant and the New Warrant Shares are “restricted securities” that cannot be transferred unless registered under the Securities Act or an exemption or exclusion therefrom is available.  The Holder is not aware of any “general solicitation” or “general advertising,” within the meaning of Regulation D promulgated under the Securities Act, with respect to any securities offered or sold hereby.

ARTICLE 4

MISCELLANEOUS

4.1           Registration Rights.  Within 60 days of the date hereof, the Company shall use its best efforts to prepare and file with the Commission a registration statement (the “Registration Statement”) covering the resale of the New Warrant Shares.  The Registration Statement shall contain substantially similar “Plan of Distribution” disclosure as that included in the resale registration statement for the Original Warrant Shares.  The Company shall use its commercially reasonable efforts (i) to cause the Registration Statement to be declared effective by the Commission as promptly as possible after the filing thereof, and (ii) to keep the Registration Statement continuously effective under the Securities Act until the earlier of (a) the date that all of the New Warrant Shares covered by the Registration Statement have been sold or can be sold publicly without restriction or limitation under Rule 144 (including, without limitation, the requirement to be in compliance with Rule 144(c)(1)), or (b) the date that is five (5) years following the date hereof.  The Company shall promptly notify the Holder upon receiving notification from the Commission that (x) the Registration Statement has been declared effective, or (y) the Commission has entered a stop order or taken any similar action suspending the effectiveness of the Registration Statement.  The Company shall pay all of its fees and expenses incident to the performance of or compliance with its obligations under this paragraph.

4.2           Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be made in accordance with the provisions of the Original Warrant.

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4.3           Survival.  All warranties and representations (as of the date such warranties and representations were made) made herein shall be considered to have been relied upon by the parties hereto and shall survive the issuance of the New Warrant.  This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties; provided however that no party may assign this Agreement or the obligations and rights of such party hereunder without the prior written consent of the other parties hereto.

4.4           Execution.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.  Any signature delivered by facsimile or other electronic transmission shall create a valid and binding obligation of the executing party with the same force and effect as if such facsimile signature page were an original thereof.

4.5           Severability.  If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

4.6           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined pursuant to the Governing Law provision of the Original Warrant.

4.7           Entire Agreement.  The Agreement, the New Warrant and the Original Warrant contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters.

4.8           Construction.  The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

4.9           Fees and Expenses.  Except as expressly set forth herein, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.  The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Warrant Shares.

[Signature Page Follows.]

4

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its authorized officer as of the date first indicated above.

ONCOCYTE CORPORATION

By:

Name: William Annett

Title: President and Chief Executive Officer

[Signature Page to Warrant Exercise Agreement of OncoCyte Corporation]

IN WITNESS WHEREOF, the Holder has caused this Agreement to be duly executed by its authorized signatory as of the date first indicated above.

Name of Holder:

Signature of Authorized Signatory of Holder:

Name of Authorized Signatory:

Title of Authorized Signatory:

Email Address of Holder:

Number of Original Warrants Shares held:

Number of Exercised Shares:

Aggregate Exercise Price of Exercised Shares ($3.25/share):  $

Balance of Original Warrant Shares:

DWAC Instructions for Shares to be Issued upon Exercise of Original Warrant:

Number of Shares to be Issued to Holder in New Warrant:

Holder’s Physical Address for Delivery of New Warrant:

[Signature Page to Warrant Exercise Agreement of OncoCyte Corporation]

EXHIBIT A

FORM OF NEW WARRANT

EX-10.2

Exhibit 10.2

WARRANT EXERCISE AGREEMENT

This Warrant Exercise Agreement (this “Agreement”) is entered into as of February 17, 2017, by and among OncoCyte Corporation, a California corporation (the “Company”), and [·] (the “Holder”).

WHEREAS, in connection with the closing of a private placement on August 29, 2016, the Company issued the Holder Common Stock Warrant number CSW-[·] (the “Original Warrant”) to purchase [·] shares of the Company’s Common Stock (the “Original Warrant Shares”);

WHEREAS, the Holder desires to immediately exercise the Original Warrant in cash with respect to that number of Original Warrant Shares set forth on the signature page hereto (the “Exercised Shares”), pursuant to the terms set forth in the Original Warrant, and, in consideration therefor, the Company desires to issue to the Holder a newly issued Common Stock Warrant in the form attached hereto as Exhibit A (the “New Warrant”);

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Holder and the Company agree as follows:

ARTICLE 1

DEFINITIONS

1.1          Definitions.  Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the Original Warrant.

ARTICLE 2

EXERCISE OF THE ORIGINAL WARRANT AND ISSUANCE OF NEW WARRANT

2.1           Exercise of Original Warrant.  The Holder hereby immediately exercises the Original Warrant with respect to the Exercised Shares and tenders to the Company herewith the payment of the aggregate exercise price, in immediately available funds, equal to $3.25 times the number of Exercised Shares.  The number of Exercised Shares and the aggregate exercise price are set forth on the Holder’s signature page hereto. Within five (5) Trading Days of the date hereof, the Company shall deliver the Exercised Shares to the Holder’s DTC account via the DWAC system.  The exercise of the Original Warrant shall otherwise be pursuant to, and subject to the terms of, the Original Warrant.

2.2           Issuance of New Common Stock Warrant.  Within three (3) Trading Days of the date hereof, the Company shall deliver to the Holder (i) a New Warrant to purchase up to a number of shares of Common Stock equal to the number of Exercised Shares (the “New Warrant Shares” and, together with the Original Warrant Shares, the “Warrant Shares”) and (ii) a replacement of the Original Warrant representing the balance, if any, of the Original Warrant Shares less the Exercised Shares.  The New Warrant shall be immediately exercisable at an exercise price of $5.50 per share (subject to adjustment as provided therein) and will expire on February 17, 2022.  The New Warrant shall otherwise be substantially in the form attached hereto on Exhibit A.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1           Representations and Warranties of the Company.  The Company hereby represents and warrants to the Holder that as of the date hereof:

1

(a)          Authorization; Enforcement.  The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder.  The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Company.  This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law (clauses (i)-(iii), the “Enforceability Exceptions”).

(b)          No Conflicts.  The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not:  (i) conflict with or violate any provision of the Company’s articles of incorporation or bylaws, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing Company debt or otherwise) or other material understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected.

(c)          Disclosure.  Except with respect to the material terms and conditions of the transactions contemplated by this Agreement, neither the Company nor any person acting on its behalf has provided the Holder with any information that it believes constitutes material, non-public information.  All of the disclosure furnished by or on behalf of the Company to the Holder regarding the Company, its business and the transactions contemplated hereby, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

(d)          No General Solicitation.  Neither the Company nor any person participating on the Company’s behalf in the transactions contemplated hereby has conducted any “general solicitation” or “general advertising,” within the meaning of Regulation D promulgated under the Securities Act, with respect to any securities offered or sold hereby.

3.2           Representations and Warranties of the Holder.  The Holder hereby represents and warrants to the Company that as of the date hereof:

(a)          Authorization.  The Holder has all necessary power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder.  The execution and delivery of this Agreement by the Holder and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf.  This Agreement has been duly executed and delivered by the Holder and constitutes the valid and binding obligation of the Holder, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

2

(b)          No Conflicts.  The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby do not and will not:  (i) conflict with or violate any provision of the Holder’s organizational or charter documents, or (ii) conflict with or result in a violation of any agreement, law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority which would interfere with the ability of the Holder to perform its obligations under this Agreement.

(c)          Access to Information.  The Holder has had the opportunity to review this Agreement and the Company’s filings with the Securities and Exchange Commission, including the risk factors contained therein, and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the exercise of the Original Warrant, the terms and conditions of the New Warrant and the merits and risks of investing in the Warrant Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain any additional information or confer with any financial, tax, legal or other advisors as the Holder believes is necessary to make an informed investment decision with respect to the transactions contemplated hereby. Except with respect to the material terms and conditions of the transactions contemplated by this Agreement, the Holder does not possess any information that it believes constitutes material, non-public information, whether due to its relationships with the Company or otherwise.

(d)          Private Offering Matters.  As of the date hereof the Holder is, and on each date on which the Holder exercises any Company warrant, the Holder will be either:  (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.  The Holder understands that the New Warrant and the New Warrant Shares are “restricted securities” that cannot be transferred unless registered under the Securities Act or an exemption or exclusion therefrom is available.  The Holder is not aware of any “general solicitation” or “general advertising,” within the meaning of Regulation D promulgated under the Securities Act, with respect to any securities offered or sold hereby.

ARTICLE 4

MISCELLANEOUS

4.1           Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be made in accordance with the provisions of the Original Warrant.

4.2           Survival.  All warranties and representations (as of the date such warranties and representations were made) made herein shall be considered to have been relied upon by the parties hereto and shall survive the issuance of the New Warrant.  This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties; provided however that no party may assign this Agreement or the obligations and rights of such party hereunder without the prior written consent of the other parties hereto.

4.3           Execution.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.  Any signature delivered by facsimile or other electronic transmission shall create a valid and binding obligation of the executing party with the same force and effect as if such facsimile signature page were an original thereof.

4.4           Severability.  If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

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4.5           Governing Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined pursuant to the Governing Law provision of the Original Warrant.

4.6           Entire Agreement.  The Agreement, the New Warrant and the Original Warrant contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters.

4.7           Construction.  The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

4.8           Fees and Expenses.  Except as expressly set forth herein, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.  The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Warrant Shares.

[Signature Page Follows.]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its authorized officer as of the date first indicated above.

ONCOCYTE CORPORATION
By:
Name:	William Annett
Title:	President and Chief Executive Officer

[Signature page to Warrant Exercise Agreement of Onco Cyte Corporation]

IN WITNESS WHEREOF, the Holder has caused this Agreement to be duly executed by its authorized signatory as of the date first indicated above.

Name of Holder:

Signature of Authorized Signatory of Holder:

Name of Authorized Signatory:

Title of Authorized Signatory:

Email Address of Holder:

Number of Original Warrants Shares held:

Number of Exercised Shares:

Aggregate Exercise Price of Exercised Shares ($3.25/share): $

Balance of Original Warrant Shares:

DWAC Instructions for Shares to be Issued upon Exercise of Original Warrant:

Number of Shares to be Issued to Holder in New Warrant:

Holder’s Physical Address for Delivery of New Warrant:

[Signature page to Warrant Exercise Agreement of Onco Cyte Corporation]

EXHIBIT A

FORM OF NEW WARRANT

EX-99.1

Exhibit 99.1

OncoCyte Receives $2 Million in Proceeds from Early Exercise of Warrants

Completes Sample Collection and Processing for the 300-Patient Study of its Lung Cancer Diagnostic Test

Alameda, California – (February 21, 2017) – OncoCyte Corporation (NYSE MKT: OCX), a developer of novel, non-invasive tests for the early detection of cancer, today announced the receipt of $2,031,250 through the early exercise of 625,000 common stock purchase warrants. Each warrant was exercised to purchase one share of common stock for $3.25 per share. The warrants were issued during August 2016 through a private placement of 3,246,153 units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock.

The exercise transactions were negotiated with certain warrant holders as a means of raising additional near term working capital. In consideration for the early exercise of the warrants, one warrant holder received one new warrant with an exercise price of $3.25 for every two warrants exercised, while the other warrant holders received one new warrant with an exercise price of $5.50 for each warrant exercised. Following the exercise of the warrants, there are 29,361,616 shares of common stock outstanding and an aggregate of 3,033,653 warrants outstanding, including both warrants issued during August 2016 and the new warrants, with exercise prices ranging from $3.25 to $5.50.

The proceeds from the early warrant exercise will be used for general working capital purposes to strengthen OncoCyte’s balance sheet, which reflected cash on hand of approximately $10.2 million as of December 31, 2016.

“The early exercise of warrants by some of our largest shareholders provides a strong vote of confidence in OncoCyte and our progress towards the development of our innovative, non-invasive tests for the early detection of cancer. The capital provided to us increases our resources as we prepare for CLIA certification of our laboratory and the hiring of our launch team,” said William Annett, President & CEO. “The warrant exercise and commensurate purchase of shares results in BioTime, Inc.’s ownership of our company falling below 50%. This is an important step in OncoCyte’s evolution into an independent company.”

Completes Sample Collection and Processing for Lung Cancer Diagnostic Test

OncoCyte has completed sample collection for the 300-patient study of its lung cancer diagnostic test and now has all of the benign and malignant samples necessary to complete the study. Processing of the samples has been completed and an analysis of the results is underway. The Company expects to complete the study and announce the results in March.

As the analysis of the samples is carried out, OncoCyte is continuing to work on completing the steps necessary to obtain CLIA certification of a diagnostic laboratory. OncoCyte plans to apply for CLIA certification of the lab subsequent to the completion of its current lung cancer test study. After CLIA certification of the laboratory, OncoCyte will conduct a clinical validation study of its lung cancer diagnostic test using the finalized processing algorithm and operational procedures on a new set of a minimum of 300 blinded patient blood samples.

“Completion of sample collection, processing the samples and analyzing the results are three key elements in developing our lung cancer diagnostics test,” said Mr. Annett. “If the results of the 300 sample study are favorable, our next steps will be to begin the final clinical validation study and finalize our commercialization plans.”

The development of the test builds on research that began a decade ago at the Wistar Institute and has proceeded at OncoCyte and in collaboration with several key opinion leaders in the field of lung cancer diagnosis. OncoCyte recently announced that its abstract on interim data from its current lung cancer diagnostic test study has been selected for presentation in a poster discussion session at the 2017 American Thoracic Society (ATS) International Conference in Washington, D.C. The discussion will be led by Dr. Anil Vachani, an Associate Professor of Medicine at the Hospital of the University of Pennsylvania and the Veteran's Administration Medical Center. The analysis “Multi-Gene Classifier for the Diagnosis of Benign Versus Malignant Pulmonary Nodules” will be discussed in the “Pulmonary Nodules and Thoracic Surgery: Working Across the Aisle” session to take place at 2:15 p.m. on Monday, May 22nd.

About OncoCyte Corporation

OncoCyte is 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 lung, bladder and breast cancer. OncoCyte’s diagnostic tests are being developed using proprietary sets of genetic and protein biomarkers that are differentially expressed in specific types of cancer. For more information visit www.oncocyte.com.

Forward Looking Statements

This press release contains 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, along with other statements about the future expectations, beliefs, goals, plans, or prospects expressed by management. Forward-looking statements 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 “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/Doug Sherk

212-850-6020/646-445-4800

mpolyviou@evcgroup.com / dsherk@evcgroup.com