OCX OncoCyte Corporation

Item 1.01 Entry into a Material Definitive Agreement.

Razor Genomics, Inc.

As reported in Item 2.01 of this Report, on September 30, 2019 we completed the purchase of 1,329,870 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), of Razor Genomics, Inc. (“Razor”) pursuant to a Subscription and Stock Purchase Agreement (the “Purchase Agreement”), dated September 4, 2019, among ourselves, Encore Clinical, Inc. (“Encore”), and Razor. Pursuant to the Purchase Agreement, in connection with the consummation of the purchase of the Preferred Stock (the “Initial Closing”), we entered into Minority Holder Stock Purchase Agreements of like tenor (the “Minority Purchase Agreements”) with the shareholders of Razor other than Encore (the “Minority Shareholders”) for the future purchase of the shares of Razor common stock they own, and we entered into a Sublicense and Distribution Agreement with Razor and Encore (the “Sublicense Agreement”), a Development Agreement with Razor and Encore (the “Development Agreement”), a Consulting Agreement with Encore (the “Consulting Agreement”), and a Non-Competition and Non-Solicitation Agreement with Encore and its stockholders for the benefit of OncoCyte and Razor. We also entered into an amendment to a Laboratory Services Agreement (the “Laboratory Agreement”) between Encore and Razor pursuant to which we became a party to that agreement.

In connection with the execution of the Development Agreement, we paid Encore $1 million in cash as a milestone payment for the receipt of a preliminary positive coverage decision from the Centers for Medicare and Medicaid Services Molecular Diagnostic Services Program for Razor’s lung cancer prognostic assay (the “Razor Assay”). The Razor Assay is designed to enable the identification of lung cancer patients at high risk for recurrence so that they can be treated at a time when their cancer can still be responsive to chemotherapy. Under the terms of the Sublicense Agreement, we will have the right to commercialize the Razor Assay under the sublicensed patents.

The principal terms of the Purchase Agreement, the Minority Purchase Agreements, the Development Agreement, the Sublicense Agreement, and the Consulting Agreement are described in our Current Report on Form 8-K filed with the SEC on September 5, 2019 (the “Initial 8-K”), and those descriptions are incorporated into this Report by reference. The descriptions of those agreements are summaries only and are qualified in all respects by reference to the full text of the respective agreements, copies of which are filed as exhibits to this Report and are incorporated herein by reference.

Pursuant to the Laboratory Agreement, we will have the right to use Razor’s CLIA laboratory in Brisbane, California. We will pay Encore a quarterly fee for services related operating, maintaining, and operating the CLIA laboratory, including certain staffing. The Laboratory Agreement will expire on September 29, 2021, but we may extend the term for additional one year periods, or we may terminate the agreement at our option after we complete the purchase of the shares of Razor common stock from Razor stockholders pursuant to the Purchase Agreement and Minority Purchase Agreements. We also will have the right to terminate the Laboratory Agreement if there is an event or occurrence that adversely affects, in any material respect, the Razor Assay or its prospects or its ability to be commercialized, and it remains continuing and uncured. This description of the Laboratory Agreement is a summary only and is qualified in all respects by reference to the full text of the Laboratory Agreement, a copy of which is filed as an exhibit to this Report and is incorporated herein by reference.