Item 1.01 Entry into a Material Definitive Agreement.

On January 2, 2020, we entered into Subscription Agreements (the "Subscription Agreements") with selected investors, including our largest shareholder Broadwood Partners, L.P. ("Broadwood") and certain funds and accounts managed by Pura Vida Investments LLC ("Pura Vida"), in a registered direct offering of 3,523,776 shares of our common stock, no par value, at an offering price of $2.156 per share, for an aggregate purchase price of approximately $7.6 million. The price per share was the average closing price of our common stock on the NYSE American over the five trading days ending on December 31, 2019, the last trading day before we and the investors entered into the Subscription Agreements. We will pay no fees or commissions to broker-dealers or any underwriting or finder's fees, nor will we issue any stock purchase warrants, in connection with the offer and sale of the shares.

The sale of the shares of common stock is expected to close during the week of January 6, 2020, subject to the satisfaction of customary closing conditions. We intend to use the net proceeds from this offering to support our commercialization efforts for the lung cancer treatment stratification test that we have licensed from Razor Genomics and the development and planned commercialization of our DetermaVu™ lung cancer diagnostic test, and additional clinical studies to support reimbursement and adoption of those tests, to initiate future product development, and for general corporate and working capital purposes. We may also use net proceeds to invest in or acquire businesses or technologies that we believe are complementary to our own, although we have no binding agreements with respect to any acquisitions, other than our previously disclosed agreements to acquire Razor Genomics.

The Subscription Agreements contain the same terms and conditions, including customary representations, warranties and agreements by us, customary conditions to closing, other obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Subscription Agreements were made only for purposes of those agreements and as of specific dates, were solely for the benefit of the parties to the Subscription Agreements, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the full text of the Subscription Agreement, which has been filed as Exhibit 10.1 to this Report on Form 8-K and is incorporated herein by reference.

Broadwood and Pura Vida each beneficially own more than 5% of the outstanding shares of our common stock.





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The shares of common stock are being offered and sold pursuant to a registration statement on Form S-3 (Registration No. 333-231980) declared effective by the SEC on June 18, 2019, including a prospectus contained in the registration statement, as supplemented by a final prospectus supplement filed with the SEC on January 6, 2020.

A copy of the opinion of Ellenoff Grossman & Schole LLP relating to the validity of the shares of common stock to be issued and sold in the offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 - Regulation FD Disclosure

On January 2, 2019, OncoCyte issued the press release furnished as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






Exhibit         Description
Number
10.1              Subscription Agreement, dated January 2, 2020, between Oncocyte
                Corporation and the investors named therein*
5.1               Opinion of Ellenoff Grossman & Schole LLP*
99.1              Press release, dated January 2, 2020†




* Filed herewith

† Furnished herewith

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