CUSIP
No. 04624N 10 7
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13D
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NAME
OF REPORTING PERSON:
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Lineage
Cell Therapeutics, Inc.
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1
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S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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94-3127919
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a)
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☐
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2
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(b)
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☐
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SEC
USE ONLY
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3
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SOURCE
OF FUNDS:
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4
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PF;
OO
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E):
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☐
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5
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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6
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California
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SOLE
VOTING POWER:
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7
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8,424,244
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NUMBER
OF
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SHARED
VOTING POWER:
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SHARES
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8
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BENEFICIALLY
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0
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OWNED
BY
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EACH
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SOLE
DISPOSITIVE POWER:
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REPORTING
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9
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PERSON
WITH
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8,424,244
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SHARED
DISPOSITIVE POWER:
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10
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0
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
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11
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8,424,244
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
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☐
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12
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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13
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16.2%(1)
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TYPE
OF REPORTING PERSON:
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14
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CO
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(1)
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Based
on 51,972,830 shares of common stock outstanding as of July 31, 2019 reported by the
Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on August 14, 2019.
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This
Amendment No. 7 (“Amendment No. 7”) amends and supplements the Statement on Schedule 13D dated December 30, 2015,
as amended by Amendment No.1 dated August 29, 2016, by Amendment No. 2 dated November 15, 2017, by Amendment No. 3 dated April
3, 2018, by Amendment No. 4 dated May 17, 2018, by Amendment No. 5 dated August 14, 2018, and by Amendment No. 6 dated July 5,
2019 (the “Schedule 13D”) relating to the common stock, no par value (“common stock”), of OncoCyte Corporation,
a California corporation (the “Company”), and is being filed and is filed by and on behalf of Lineage Cell Therapeutics,
Inc. (F/K/A BioTime, Inc.) (“Lineage” or the “Reporting Person”). Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings previously ascribed to them in the previous filing of the Schedule 13D.
On August 9, 2019, Lineage changed its name from BioTime, Inc. to Lineage Cell Therapeutics, Inc. All references in the Schedule
13D to “BioTime, Inc.” shall be deemed references to “Lineage Cell Therapeutics, Inc.” and all references
in the Schedule 13D to “BioTime” shall be deemed references to “Lineage.”
ITEM
1.
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SECURITY
AND ISSUER
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This
Amendment No. 7 relates to the common stock of the Company and is being filed pursuant to Rule 13d-1 under the Exchange Act.
The address of the principal executive offices of the Company is 1010 Atlantic Avenue, Suite 102, Alameda, California
94501.
ITEM
2.
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IDENTITY
AND BACKGROUND
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(a) This Schedule 13D is being filed on behalf of Lineage Cell Therapeutics, Inc., a California corporation.
(b)
The address of the principal office of Lineage is Lineage Cell Therapeutics, Inc., 2173 Salk Avenue, Suite 200, Carlsbad, CA 92008.
(c)
Lineage is a biotechnology company focused on the emerging field of cell therapy.
(d)
Lineage has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
Lineage has not during the last five years been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
(f)
Lineage is organized under the laws of the state of California.
ITEM
3.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The
information on Lineage’s cover sheet to this Amendment No. 7 is incorporated by reference herein. There has been no
material change from the information last reported in Item 3 of the Schedule 13D.
ITEM
4.
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PURPOSE
OF TRANSACTION
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Lineage is filing this
Amendment No. 7 to report the reduction in its percentage ownership of the outstanding common stock of the Company resulting from
the sale of 4,000,000 shares of common stock. The Special Equities Group, LLC a division of Bradley Woods & Co. Ltd. acted
as exclusive placement agent with respect to one of the purchasers. Following the transaction, Lineage holds 8,424,244 shares
of common stock of the Company. Lineage has agreed with the purchasers not to sell additional shares of common stock of
the Company until January 1, 2020 or unless the price of the common stock of the Company closes above $3.00.
Lineage’s
percentage ownership of the outstanding common stock is based on the number of outstanding shares of common stock as of July 31,
2019 reported by the Company in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August
14, 2019.
Except
as described above in this Item 4, the Board of Directors of Lineage has not approved any plans or proposals that relate to or
would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of
the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company
or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d)
any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes
in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (j) any action similar to any of those enumerated above.
ITEM
5.
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INTEREST
IN SECURITIES OF THE ISSUER
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(a) As of the
date of this Amendment No. 7, Lineage beneficially owns 8,424,244 shares of Company common stock representing approximately 16.2%
of the outstanding common stock of the Company based on 51,972,830 shares of common stock outstanding as of July 31, 2019.
(b)
As of the date of this Amendment No. 7, Lineage has sole power to vote or to direct the vote, and sole power to dispose or direct
the disposition of 8,424,244 of the shares of Company common stock it beneficially owns.
(c)
Except as described in this Amendment No. 7, during the past sixty days, Lineage has not engaged any transactions in Company common
stock.
(d)
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the Company common stock beneficially owned by Lineage.
(e)
Not applicable.
ITEM
6.
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CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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The information
set forth in Item 4 above is incorporated by reference in its entirety in this Item 6.
ITEM
7.
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MATERIAL
TO BE FILED AS EXHIBITS.
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None
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information contained in this
statement is true, complete and correct.
Dated:
September 13, 2019
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LINEAGE
CELL THERAPEUTICS, INC.
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a
California corporation
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By:
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/s/
Brandi Roberts
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Brandi
Roberts
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Chief
Financial Officer
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