validity of the shares of common stock offered hereby will be passed upon for us by DLA Piper LLP (US), Seattle, Washington. Goodwin
Proctor LLP, New York, New York, is acting as counsel to the underwriters.
balance sheets of OncoCyte Corporation as of December 31, 2017 and 2016, and the related statements of operations, comprehensive
loss, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2017,
have been incorporated by reference into this prospectus and the registration statement in reliance on the report of OUM &
Co. LLP, an independent registered public accounting firm, upon the authority of said firm as experts in auditing and accounting.
YOU CAN FIND ADDITIONAL INFORMATION
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet
website that contains reports, proxy and information statements and other information regarding issuers, including us, that file
electronically with the SEC. The address for the SEC’s website is http://www.sec.gov.
website address is www.oncocyte.com. Information contained on, or that can be accessed through, our website, is not, and
shall not be deemed to be, incorporated in this prospectus supplement or considered a part thereof.
make available, free of charge, through our investor relations section of our website, our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, statements of changes in beneficial ownership of securities and amendments
to those reports and statements as soon as reasonably practicable after they are filed or furnished with the SEC.
OF CERTAIN INFORMATION BY REFERENCE
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information
to you by referring you to another document that we have filed separately with the SEC. You should read the information incorporated
by reference because it is an important part of this prospectus supplement. We incorporate by reference the following information
or documents that we have filed with the SEC (excluding those portions of any Form 8-K that are not deemed “filed”
pursuant to the General Instructions of Form 8-K):
Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the
SEC on April 2, 2018, as amended by Form 10-K/A, filed with the SEC on April 30, 2018;|
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and
September 30, 2018 filed with the SEC on May 15, 2018, August 14, 2018 and November 13,
Current Reports on Form 8-K filed with the SEC on March 29, 2018, April 2, 2018, April
4, 2018, April 23, 2018, May 30, 2018, June 19, 2018, August 1, 2018, August 9, 2018,
August 29, 2018, October 23, 2018, January 28, 2019 and January 29, 2019; and|
description of our common stock included in our registration statement on Form 10, as
filed with the SEC on November 23, 2015 and amended on December 21, 2015 and December
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering (excluding those portions of such reports and documents furnished to, rather than filed with, the
SEC) will also be incorporated by reference into this prospectus supplement and deemed to be part of this prospectus supplement
from the date of the filing of such reports and documents.
statement contained in any document incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this prospectus supplement to the extent that a statement contained in this prospectus supplement or any additional prospectus
supplements modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus supplement.
will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement is delivered, upon
written or oral request, a copy of any or all documents that are incorporated by reference into this prospectus supplement, but
not delivered with the prospectus supplement, other than exhibits to such documents unless such exhibits are specifically incorporated
by reference into the documents that this prospectus supplement incorporates. You should direct any requests to:
Atlantic Avenue, Suite 102