OCX OncoCyte Corporation

Item 3.02 Unregistered Sales of Equity Securities.

On July 21, 2017, OncoCyte Corporation (“ OncoCyte ”) entered into three forms of Warrant Exercise Agreement (collectively, the “ Agreement ”) with certain holders of OncoCyte’s warrants issued in its August 2016 private placement expiring five years from the date of issue (the “ Original Warrants ”). Pursuant to one form of the Agreement, two holders agreed to cash exercise Original Warrants to purchase 226,923 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 ”), expiring five years from the date of issue, to purchase an equal number of shares of Common Stock at an exercise price of $5.50 per share. Pursuant to a second form of the Agreement, a holder agreed to cash exercise Original Warrants to purchase 540,000 shares of Common Stock at the exercise price of $3.25 per share, and OncoCyte agreed to issue to such holder a New Warrant, expiring five years from the date of issue, to purchase one half of such number of shares of Common Stock at an exercise price of $3.25 per share. In this alternative form of the Agreement, OncoCyte also agreed to file with the U.S. Securities and Exchange Commission a registration statement (the “ Resale 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. Pursuant to a third form of the Agreement, a holder agreed to cash exercise Original Warrants to purchase 1,000,000 shares of Common Stock at the exercise price of $3.25 per share, and OncoCyte agreed to issue to such holder (i) a New Warrant, expiring two years from the date of issue, to purchase one half of such number of shares of Common Stock at an exercise price of $5.50 per share, and (ii) a New Warrant, expiring two years from the date of issue, to purchase one half of such number of shares of Common Stock at an exercise price of $3.25 per share. OncoCyte intends to include the shares issuable upon exercise of these New Warrants in the Resale Registration Statement. In the aggregate, OncoCyte received gross proceeds of approximately $5.74 million and issued 1,496,923 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 either July 21, 2022 (in the case of the first two forms of Agreement) or July 21, 2019 (in the case of the third form of Agreement).

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, 4.2, 4.3, 4.4, 10.1, 10.2 and 10.3, respectively, to this Current Report and incorporated by reference into this Item 3.02.