OCX OncoCyte Corporation

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

We have appointed Mitchell Levine as Chief Financial Officer, effective November 15, 2017. Mr. Levine succeeds Russell Skibsted who is the Chief Financial Officer of our former parent company BioTime, Inc. (“BioTime”) and who served as our Chief Financial Officer as well with BioTime’s permission. We compensated BioTime for providing Mr. Skibsted’s services under a Shared Facilities and Services Agreement. Mr. Skibsted remains BioTime’s Chief Financial Officer.

Prior to being appointed as our Chief Financial Officer, Mr. Levine was managing partner of Kirby Cove Capital Advisors, which provides consulting services to life sciences investment funds regarding collaboration and investment in US-based life sciences companies. Mr. Levine was the founder and from 2002 to 2017 the managing member of Enable Capital Management, LLC, the general partner of Enable Growth Partners, LP which provided capital to technology, life sciences, consumer products, energy and manufacturing companies. Previously, Mr. Levine founded and managed Enable Capital, LLC and the Shemano Group, which provided capital to growth companies.

Mr. Levine will receive an annual salary of $330,000 and a grant of options to purchase 200,000 shares of OncoCyte common stock at an exercise price of $5.90 per share. Mr. Levine’s stock options will be subject to the terms and conditions of a stock option agreement and our Employee Stock Option Plan. Twenty-five percent of his options will vest, and thereby become exercisable, upon the completion of one year of employment by, and the balance will vest in 36 equal monthly installments commencing on the first anniversary of the date of grant, based upon his continued employment by OncoCyte, and will expire if not exercised within ten years from the date of grant.

Mr. Levine may also receive an additional grant of options to purchase 50,000 shares of OncoCyte common stock during 2018, subject to approval by the Board of Directors.

Mr. Levine may be eligible for an annual bonus equal to forty percent (40%) of his base annual salary, as may be approved by the Board of Directors in its discretion, based on his performance and achievement of goals or milestones set by the Board of Directors or the Compensation Committee from time to time. Ms. Levine will be eligible to participate in OncoCyte’s benefit programs, including, but not limited to retirement, pension, life, health, accident and disability insurance, equity compensation or other similar employee benefit plans which may be adopted by OncoCyte for its employees on the same terms as similarly situated and performing senior executives of OncoCyte.

Commencing August 1, 2018, Mr. Levine will be entitled to severance benefits in the event that his employment is terminated by us after that date without “cause” as will be defined in an Employment Agreement, or following a “change of control” of OncoCyte, also as will be defined in an Employment Agreement. If we terminate Mr. Levine’s employment without “cause” after August 1, 2018, the severance benefits will be payment of six months base salary. However, if the termination of his employment without “cause” occurs after August 1, 2018 and within twelve months following a “change of control,” his severance benefits will include twelve months base salary. In order to receive the severance benefits, Mr. Levine will be required to execute a general release of all claims against OncoCyte and to return all OncoCyte property in his possession.

The foregoing description of the terms of Mr. Levine’s employment arrangement is a summary only, does not purport to be complete. The full terms of Mr. Levine’s employment will be contained in an employment agreement which will be filed as an exhibit to our Annual Report on Form 10-K for the 12 months ending December 31, 2017.