UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Oncocyte Corporation

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

May 19,July 10, 2023

Dear Shareholder:

You are cordially invited to attend the Annuala Special Meeting of Shareholders (the “Meeting”) of Oncocyte Corporation which will be held virtually on Friday, June 23,July 21, 2023, at 10:7:00 a.m. Pacific Time online through https://web.lumiagm.com/259974801.

The Notice and Proxy Statement on the following pages contain details concerning the business to come before the meetingMeeting and instructions on how to gain admission to the Annual Meeting online. Management will report on current operations, and there will be an opportunity for discussion concerning Oncocyte and its activities. Please sign and return your proxy card in the enclosed envelope to ensure that your shares will be represented and voted at the virtual meetingMeeting even if you cannot attend. You are urged to sign and return the enclosed proxy card even if you plan to attend the virtual meeting.Meeting.

Peter Hong

Secretary

NOTICE OF ANNUALSPECIAL MEETING OF SHAREHOLDERS

To Be Held June 23,July 21, 2023

NOTICE IS HEREBY GIVEN that the Annuala Special Meeting of Shareholders of Oncocyte Corporation (the “Meeting”) will be held virtually online through https://web.lumiagm.com/259974801 for the following purposes:

1. To elect five (5) directors to hold office until the next Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. The nominees of theapprove granting our Board of Directors are: Joshua Riggs, Andrew Arno, Alfred D. Kingsley, Andrew J. Lastthe authority to exercise its discretion to amend our Articles of Incorporation to effect a reverse stock split of our outstanding shares of Common Stock, to regain compliance with the Nasdaq Stock Market’s minimum bid price requirement, at any of the following exchange ratios at any time within one year after shareholder approval is obtained, and Louis E. Silverman;once approved by the shareholders, the timing of the amendment and the specific reverse split ratio to be effected shall be determined in the sole discretion of our Board of Directors:

(a) a one-for-ten reverse stock split;

(b) a one-for-fifteen reverse stock split;

(c) a one-for-twenty reverse stock split; or

(d) a one-for-twenty-five reverse stock split;

2. To ratifyapprove granting our Board of Directors the appointmentauthority to exercise its discretion at any time within one year after shareholder approval is obtained to amend our Articles of WithumSmith+Brown, PC as Oncocyte’s independent registered public accountants forIncorporation to reduce the fiscal year ending December 31, 2023;number of authorized shares of our common stock, no par value (“Common Stock”), by a corresponding ratio to the reverse stock split if, and only if, the reverse stock split proposal is approved and implemented;

3. To approve, on an advisory basis, Oncocyte’s named executive officer compensation in fiscal 2022;

4. To approve an amendment to our 2018 Equity Incentive Plan (as amended, the “Incentive Plan”) to make an additional 5,000,000eliminate the limitation on the number of shares of common stock available for equity awards;our Common Stock that can be granted to any individual participant under the Incentive Plan during any one (1)-year period; and

5.4. To transact such other business as may properly come before the Meeting or any adjournments of the Meeting.

The Board of Directors has fixed the close of business on April 24,June 28, 2023, as the record date for determining shareholders entitled to receive notice of and to vote at the Meeting or any postponement or adjournment of the meeting.

This year weWe have made arrangements for our shareholders to attend and participate at the Meeting through an online electronic video screen communication at https://web.lumiagm.com/259974801. If you wish to attend the Meeting online you will need to gain admission in the manner described in the Proxy Statement. Although the Meeting will not be held in person, shareholders will, to the extent possible, be afforded the same rights and opportunities to participate at the virtual meeting similarly to how they would participate at an in-person meeting.

Whether or not you expect to attend the Meeting online, you are urged to sign and date the enclosed form of proxy and return it promptly so that your shares may be represented and voted at the Meeting. If you should be present at the virtual Meeting, your proxy will be returned to you if you so request.

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY PROMPTLY BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD.

Important Notice Regarding the Availability of Proxy Materials

for the ShareholderSpecial Meeting of Shareholders to be Held June 23,held on July 21, 2023.

The Letter to Shareholders, Notice of Special Meeting of Shareholders and Proxy Statement and Annual Report on Form 10-K,

are available at: https://www.astproxyportal.com/ast/2048720487/special

By Order of the Board of Directors,

Peter Hong

Secretary

Irvine, California

May 19,July 10, 2023

ANNUALSPECIAL MEETING OF SHAREHOLDERS

To Be Held on Friday, June 23,July 21, 2023

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS

AND THE ANNUALSPECIAL MEETING

Q: Why have I received this Proxy Statement?

We are holding our Annuala Special Meeting of Shareholders (the “Meeting”) for the purposes stated in the accompanying Notice of AnnualSpecial Meeting, which include approving of granting our Board of Directors the authority to exercise its discretion at any time within one year after shareholder approval is obtained to amend our Articles of Incorporation to (1) electing directors, (2) ratifying the appointmenteffect a reverse stock split of our independent registered public accountants; (3) approving, on an advisory basis, Oncocyte’s named executive officer compensation in fiscal 2022, and (4) approving an amendment to our 2018 Equity Incentive Plan (as previously amended on June 24, 2021, the “Incentive Plan”) that, if approved, will make an additional 5,000,000outstanding shares of commonCommon Stock to regain compliance with the Nasdaq Stock Market’s minimum bid price requirement; and (2) reduce the number of authorized shares of our Common Stock by a corresponding ratio to the reverse stock available for equity awards (the “Incentive Plan Amendment Proposal”). Atsplit if, and only if, the Meeting, our management will also report on current operations,reverse stock split proposal is approved and there will be an opportunity for discussion concerning Oncocyte and its activities.implemented. This Proxy Statement contains information about those matters, relevant information about the Meeting, and other information that we are required to include in a proxy statement under the Securities and Exchange Commission’s (“SEC”) regulations.

Q: Who is soliciting my proxy?

The accompanying proxy is solicited by the Board of Directors of Oncocyte Corporation (the “Company”), a California corporation, for use at the AnnualSpecial Meeting of Shareholders to be held virtually via an online electronic video screen communication.

Q: Who is entitled to vote at the Meeting?

Only shareholders of record at the close of business on April 24,June 28, 2023, which has been designated as the “record date,” are entitled to notice of and to vote at the Meeting. On that date, there were 164,607,280164,821,077 shares of Oncocyte common stock, no par value,our Common Stock issued and outstanding, which constitutes the only class of Oncocyte voting securities outstanding.

Q: What percentage of the vote is required to elect directors or to approve the other matters that are being presented for a vote by shareholders?

Directors will be elected by theThe affirmative vote of a majority of the shares of common stock represented and voting at the Meeting at which a quorum is present, provided that the shares voting affirmatively also constitute at least a majority of the required quorum. All other matters to be presented for a vote at the Meeting will require the affirmative vote of a majority of the shares of common stockCommon Stock represented at the Meeting, provided that a quorum is present. present, is required to approve each proposal described in this Proxy Statement.

A quorum consists of a majority of the outstanding shares of common stockCommon Stock entitled to vote. Both abstentions and broker non-votes described in the questions below are counted for the purpose of determining the presence of a quorum. Notwithstanding the foregoing, if a quorum is not present the Meeting may be adjourned by a vote of a majority of the shares present or represented by proxy.

The affirmative vote of a majority of the shares represented at the Meeting, provided that a quorum is present, is required to approve, on an advisory basis, the say on pay vote. As an advisory vote, this proposal is not binding upon us. However, the Compensation Committee of our Board of Directors, which is responsible for designing and administering our executive compensation program, values the opinion expressed by our shareholders and will consider the outcome of the vote when making future compensation decisions. 

Q: How many votes do my shares represent?

Each share of Oncocyte common stockCommon Stock is entitled to one vote in all matters that may be acted upon at the Meeting. Cumulative voting will not be available in the election of directors at the Meeting.

Q: What are my choices when voting?

In the election of directors, you may vote for all nominees or you may withhold your vote from one or more nominees. For each other proposal described in this Proxy Statement, you may vote for the proposal, vote against the proposal, or abstain from voting on the proposal. Properly executed proxies in the accompanying form that are received at or before the Meeting will be voted in accordance with the directions noted on the proxies.

Q: What if I abstain from voting on a matter?

If you check the “abstain” box in the proxy form, or if you attend the Meeting without submitting a proxy and you abstain from voting on a matter, or if your shares are subject to a “broker non-vote” on a matter, your sharesit will be deemed to have not voted on that matter in determining whether the matter has received an affirmativesame effect as a vote sufficient for approval. Broker non-votes and abstentions will not affectagainst the outcome of any of the proposals to be voted upon.proposal. Please see “What if I do not specify how I want my shares voted?” below for additional information about broker non-votes.

Q: How can I vote at the Meeting?

If you are a shareholder of record and you attend the Meeting online, you may vote your shares at the Meeting in the manner provided for internet voting. However, if you are a “street name” holder, you may vote your shares online only if you obtain a signed proxy from your broker or nominee giving you the right to vote your shares. Please refer to additional information in the “HOW TO ATTEND THE ANNUALSPECIAL MEETING” portion of this Proxy Statement.

Even if you currently plan to attend the Meeting online, we recommend that you also submit your proxy first so that your vote will be counted if you later decide not to attend the Meeting.

Q: Can I still attend and vote at the Meeting if I submit a proxy?

You may attend the Meeting through online participation whether or not you have previously submitted a proxy. If you previously gave a proxy, your attendance at the Meeting online will not revoke your proxy unless you also vote through internet voting during your online participation at the Meeting.

Q: Can I change my vote after I submit my proxy form?

You may revoke your proxy at any time before it is voted. If you are a shareholder of record and you wish to revoke your proxy you must do one of the following things:

If you are a “beneficial owner” of shares “held in street name” you should follow the directions provided by your broker or other nominee regarding how to revoke your proxy.

Q: What are the Board of Directors’ recommendations?

The Board of Directors recommends that our shareholders vote FOR (1) each nominee for election asgranting the Board of Directors the authority to exercise its discretion at any time within one year after shareholder approval is obtained to amend our Articles of Incorporation to effect a director, (2) approvalreverse stock split of our outstanding shares of Common Stock, to regain compliance with the Nasdaq Stock Market’s minimum bid price requirement, at any of the appointment of WithumSmith+Brown, PC as our independent registered public accountants forstated exchange ratios, and once approved by the fiscal year ending December 31, 2023, (3) approvalshareholders, the timing of the say-on-pay proposal,amendment and (4) approvalthe specific reverse split ratio to be effected shall be determined in the sole discretion of the Incentive Plan Amendment ProposalBoard of Directors; and (2) granting the Board of Directors the authority to make an additional 5,000,000exercise its discretion at any time within one year after shareholder approval is obtained to amend our Articles of Incorporation to reduce the number of authorized shares of commonour Common Stock by a corresponding ratio to the reverse stock available for equity awards.split if, and only if, the reverse stock split proposal is approved and implemented.

Q: What if I do not specify how I want my shares voted?

Shareholders of Record. If you are a shareholder of record and you sign and return a proxy form that does not specify how you want your shares voted on a matter, your shares will be voted FOR (1) each nominee for election asgranting the Board of Directors the authority to exercise its discretion at any time within one year after shareholder approval is obtained to amend our Articles of Incorporation to effect a director, (2) approvalreverse stock split of our outstanding shares of Common Stock, to regain compliance with the Nasdaq Stock Market’s minimum bid price requirement, at any of the appointment of WithumSmith+Brown, PC as our independent registered public accountants forstated exchange ratios, and once approved by the fiscal year ending December 31, 2023, (3) approvalshareholders, the timing of the say-on-pay proposal,amendment and (4) approvalthe specific reverse split ratio to be effected shall be determined in the sole discretion of the Incentive Plan Amendment ProposalBoard of Directors; and (2) granting the Board of Directors the authority to make an additional 5,000,000exercise its discretion at any time within one year after shareholder approval is obtained to amend our Articles of Incorporation to reduce the number of authorized shares of commonour Common Stock by a corresponding ratio to the reverse stock available for equity awards.split if, and only if, the reverse stock split proposal is approved and implemented.

Beneficial Owners. If you are a beneficial owner and you do not provide your broker or other nominee with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under the rules of the various national and regional securities exchanges, brokers and other nominees holding your shares cannot vote in the election of directors, the say-on-pay proposal and the Incentive Plan Amendment Proposal to make an additional 5,000,000 shares of common stock available for equity awards, but may vote on certain matters considered to be routine under such rules, which may include, depending on the applicable rules, the approvalany of the appointment of our independent registered public accountants.proposals described in this Proxy Statement. If you hold your shares in street name and you do not instruct your broker or other nominee how to vote on those matters as to which brokers and nominees are not permitted to vote without your instructions, no votes will be cast on your behalf on those matters. This is generally referred to as a “broker non-vote.”

Q: What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Shareholder of Record. You are a shareholder of record if at the close of business on the record date your shares were registered directly in your name with American Stock Transfer & Trust Company, LLC, our transfer agent.

Beneficial Owner. You are a beneficial owner if at the close of business on the record date your shares were held in the name of a brokerage firm or other nominee and not in your name. Being a beneficial owner means that, like most of our shareholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to some of the proposals, but not all. Please see “What if I do not specify how I want my shares voted?” above for additional information.

Q: What if any matters not mentioned in the Notice of AnnualSpecial Meeting or this Proxy Statement come up for vote at the Meeting?

The Board of Directors does not intend to present any business for a vote at the Meeting other than the matters set forth in the accompanying Notice of AnnualSpecial Meeting of Shareholders. As of the date of this Proxy Statement, no shareholder has notified us of any other business that may properly come before the Meeting. If other matters requiring the vote of the shareholders properly come before the Meeting, then it is the intention of the persons named in the accompanying form of proxy to vote the proxy held by them in accordance with their judgment on such matters.

The enclosed proxy confers discretionary authority to vote with respect to any and all of the following matters that may come before the Meeting: (1) matters that the Board of Directors did not know, a reasonable time before the mailing of the notice of the Meeting, would be presented at the Meeting; and (2) matters incidental to the conduct of the Meeting.

Q: Who will bear the cost of soliciting proxies for use at the Meeting?

Oncocyte will bear all of the costs of the solicitation of proxies for use at the Meeting. In addition to the use of the mails, proxies may be solicited by a personal interview, telephone, facsimile, via the internet, an overnight delivery service and telegram by a proxy solicitor, our directors, officers, and employees, who will undertake such activities without additional compensation. Banks, brokerage houses, and other institutions, nominees, or fiduciaries will be requested to forward the proxy materials to the beneficial owners of the common stockCommon Stock held of record by such persons and entities and will be reimbursed for their reasonable expense incurred in connection with forwarding such material.

Q: How can I attend and vote at the Meeting?

If you plan on attending the Meeting online, please read the “HOW TO ATTEND THE ANNUALSPECIAL MEETING” section at the end of this Proxy Statement for information about how to attend and participate in the Meeting online.

This Proxy Statement and the accompanying form of proxy are first being sent or given to our shareholders on or about May 19,July 10, 2023.

ELIMINATING DUPLICATE MAILINGS

Oncocyte has adopted a procedure called “householding.” Under this procedure, we may deliver a single copy of this Proxy Statement and our Annual Report to multiple shareholders who share the same address, unless we receive contrary instructions from one or more of the shareholders. This year, a number of brokers with account holders who are our shareholders will be “householding” our proxy materials. This procedure reduces the environmental impact of our annualshareholder meetings and reduces our printing and mailing costs. Shareholders participating in householding will continue to receive separate proxy cards.

We will deliver separate copies of Proxy Statement and our Annual Report to each shareholder sharing a common address if they notify us that they wish to receive separate copies. If you wish to receive a separate copy of Proxy Statement, and our Annual Report, you may contact us by telephone at (949) 409-7600, or by mail at 15 Cushing, Irvine, California 92618. You may also contact us at the above phone number or address if you are presently receiving multiple copies of Proxy Statement and our Annual Report but would prefer to receive a single copy instead.

ELECTION OF DIRECTORS

At the Meeting, five (5) directors will be elected to hold office until the next Annual Meeting of Shareholders, and until their successors have been duly elected and qualified. All of the nominees named below, Joshua Riggs, Andrew Arno, Alfred D. Kingsley, Andrew Last and Louis E. Silverman are incumbent directors.

The vote required vote to elect a director is the affirmative vote of a majority of the shares of common stock represented and voting at the Meeting at which a quorum is present, provided that the shares voting affirmatively also constitute at least a majority of the required quorum. It is the intention of the persons named in the enclosed proxy, unless the proxy specifies otherwise, to vote the shares represented by such proxy FOR the election of the nominees listed below. In the unlikely event that any nominee should be unable to serve as a director, proxies may be voted in favor of a substitute nominee designated by the Board of Directors. If you are a beneficial owner of shares held in street name, your broker or other nominee will not be allowed to vote in the election of directors unless you instruct your broker or other nominee how to vote on the form that the broker or nominee provided to you.

Directors and Nominees

The following persons are the directors on our Board of Directors (including all of our director nominees) and hold the positions set forth opposite their names.

Joshua Riggs, 41, joined our Board of Directors and began serving as our President and Chief Executive Officer in February 2023. Mr. Riggs previously served as our Interim Chief Executive Officer since December 2022, the Company’s General Manager, Transplant from July 2022 to December 2022, and the Company’s Senior Director Business Development from August 2020 until September 2022. From January 2015 to August 2020, Mr. Riggs was the founder and principal of Intelliger Consulting, an organization devoted to consumer driven healthcare, and from January 2016 to July 2020, he was a principal at Bethesda Group, LLC, a boutique consulting group focused on helping small and mid-stage diagnostic companies and investment groups move emerging diagnostic content and platforms to market. Mr. Riggs received a BA in Interdisciplinary Studies from Adelphi University and an MBA from the University of Mississippi.

We believe Mr. Riggs is qualified to serve on our Board of Directors because of his previous leadership experiences and involvement with all aspects of the Company’s business and operations.

Andrew Arno, 63, joined our Board of Directors in June 2015 and was appointed Chairman of the Board of Directors in May 2022. Mr. Arno has 30 years of experience handling a wide range of corporate and financial matters, including work as an investment banker and strategic advisor to emerging growth companies. Mr. Arno previously served, from July 2015 to February 2023, as Vice Chairman of Special Equities Group, LLC, a privately held investment banking firm affiliated with Dawson James Securities Inc. and previously with Bradley Woods & Co. Ltd. And Chardan Capital Markets LLC. From June 2013 until July 2015, Mr. Arno served as Managing Director of Emerging Growth Equities, an investment bank, and Vice President of Sabr, Inc., a family investment group. He was previously President of LOMUSA Limited, an investment banking firm. From 2009 to 2012, Mr. Arno served as Vice Chairman and Chief Marketing Officer of Unterberg Capital, LLC, an investment advisory firm that he co-founded. He was also Vice Chairman and Head of Equity Capital Markets of Merriman Capital LLC, an investment banking firm, and served on the board of the parent company, Merriman Holdings, Inc. Mr. Arno currently serves on the boards of directors of Smith Micro Software, Inc. and Independa Inc., both software companies, and Comhear Inc., an audio technology R&D company. Mr. Arno previously served as a director of Asterias Biotherapeutics, Inc. from August 2014 until it was acquired by Lineage Cell Therapeutics, Inc. (“Lineage”) in March 2019. Mr. Arno received a BS degree from George Washington University.

We believe Mr. Arno is qualified to serve on our Board of Directors because of his financial expertise and his experience as a director on other public company boards. 

Jennifer Levin Carter, 59, joined our Board of Directors in August 2020 and is not standing for reelection. Dr. Carter is a healthcare executive, investor, board member and entrepreneur with a track record of developing and investing in innovative strategies and solutions at the intersection of and healthcare IT and services, digital health and machine learning, precision medicine, and genomics. Dr. Carter has been a Managing Director at Sandbox Industries and Blue Venture Fund since March 2021. Sandbox provides healthcare-related investment management exclusively for the Blue Venture Fund. Previously, Dr. Carter served as Managing Director of JLC Precision Health Strategies from July 2020 to April 2021 and VP and Head of Precision Health at Integral Health (now Valo Health), a Flagship Pioneering company, from March 2019 to August 2020. In 2018, Dr. Carter founded TrialzOWN, Inc. a healthcare company that was acquired in the development stage by Integral Health in March 2019. Prior to serving as CEO of TrialzOWN, Dr. Carter founded N-of-One, Inc. and served as its Chief Executive Officer from 2008 to 2012, and as its Chief Medical Officer from 2012 until its acquisition by Qiagen in 2019. At N-of-One, Dr. Carter led the development of the platform to create award-winning novel treatment strategies for cancer patients. Prior to founding N-of-One, Dr. Carter spent nine years working as an Investment Consultant with Levin Capital Strategies and with other groups specializing in biotechnology and life sciences investments evaluating existing and emerging markets, new medical technologies, and early-stage companies. After obtaining her medical degree, Dr. Carter practiced internal medicine at Mount Auburn Hospital in Cambridge, MA. Dr. Carter serves on the board of directors of CareMax, Inc. Dr. Carter received a BS degree from Yale University, an MD from Harvard Medical School, an MPH from the Harvard School of Public Health, and an MBA from MIT.

We believe Dr. Carter is qualified to serve on our Board of Directors because of her extensive experience holding leadership positions within investment firms and other healthcare companies, her medical expertise and her experience as director on other boards.

Alfred D. Kingsley, 80, joined our Board of Directors in September 2009 and served as Chairman of the Board from December 2010 until April 2018. Mr. Kingsley is also the Chairman of the Board of Directors of Lineage, a biotechnology company that was formerly BioTime, Inc. Mr. Kingsley’s long career in corporate finance and mergers and acquisitions includes substantial experience in helping companies to improve their management and corporate governance, and to restructure their operations in order to add value for shareholders. As Chairman of the Board of Lineage and formerly of Oncocyte, Mr. Kingsley has been instrumental in structuring their equity and debt financings and their business acquisitions. Mr. Kingsley has been general partner of Greenway Partners, L.P., a private investment firm, and President of Greenbelt Corp., a business consulting firm, since 1993. Mr. Kingsley was Senior Vice-President of Icahn and Company and its affiliated entities for more than 25 years. Mr. Kingsley served as a director of Asterias Biotherapeutics, Inc. from September 2012 until it was acquired by Lineage in March 2019. Mr. Kingsley holds a BS degree in economics from the Wharton School of the University of Pennsylvania, and a JD degree and LLM in taxation from New York University Law School.

We believe Mr. Kingsley is qualified to serve on our Board of Directors because of his extensive experience in corporate finance, mergers and acquisitions and corporate governance, and his experience as a director on other boards.

Andrew J. Last, 63, joined our Board of Directors in December 2015. Dr. Last shares with our Board his many years of senior management experience commercializing products internationally in the genomics and life-sciences industries. Since 2019, Dr. Last has served as Executive Vice President and Chief Operating Officer of Bio-Rad Laboratories, Inc., a global leader in developing, manufacturing, and marketing a broad range of innovative products for the life science research and clinical diagnostic markets. From December 2017 to April 2019, Dr. Last previously served as Chief Commercial Officer at Berkeley Lights Inc., a digital cell biology company focused on enabling and accelerating the rapid development and commercialization of biotherapeutics and other cell-based products, and as Chief Operating Officer of Intrexon Corporation, a company using synthetic biology to focus on programming biological systems to alleviate disease, remediate environmental challenges, and provide sustainable food and industrial chemicals from August 2016 to December 2017. From 2010 to 2016, Dr. Last was Executive Vice President and Chief Operating Officer of Affymetrix, a biotechnology company. Before joining Affymetrix, Dr. Last served as Vice President, Global and Strategic Marketing of BD Biosciences and as General Manager of Pharmingen from 2004 to 2010. From 2002 to 2004, Dr. Last held management positions at Applied Biosystems, Inc., including as Vice President and General Manager from 2003 to 2004 and Vice President of Marketing 2002 to 2003. Earlier in his career, he served in a variety of management positions at other companies, including Incyte Genomics and Monsanto. Dr. Last holds PhD and MS degrees with specialization in Agrochemical Chemicals and Bio-Aeronautics, respectively, from Cranfield University, and a BS degree in Biological Sciences from the University of Leicester in the United Kingdom.

We believe Dr. Last is qualified to serve on our Board of Directors because of his extensive experience holding senior leadership positions within other biopharmaceutical companies and his many years of experience commercializing products in the genomics and life-sciences industries. 

John Peter Gutfreund, 37, joined our Board of Directors in July 2022 and is not standing for reelection. Since October 2019, Mr. Gutfreund has served as Managing Partner of Halle Capital Management, a growth oriented private equity firm focused on middle-market companies in the healthcare, consumer, and business services sectors. Mr. Gutfreund serves on the board of several Halle portfolio companies. Mr. Gutfreund is a trustee at Montefiore Health System, a New York based academic health system, where he serves as a member of the investment committee. Prior to joining Halle Capital Management, Mr. Gutfreund was the Director of Research at Glenview Capital Management from March 2013 to September 2019. Mr. Gutfreund worked in the Investment Banking industry earlier in his career and holds a BA from New York University.

We believe Mr. Gutfreund is qualified to serve on our Board of Directors because of his financial expertise and his experience as a director on other boards.

Louis E. Silverman, 64, joined our Board of Directors in November 2022 and was appointed Lead Independent Director in February 2023. Since February 2014, Mr. Silverman has served as the Chairperson and Chief Executive Officer of privately held Hicuity Health, Inc. (formerly known as Advanced ICU Care, Inc.), a health care services company providing remote patient monitoring services to hospitals. From 2014 to 2022, Mr. Silverman served as a director on the board of directors of STAAR Surgical Company, which designs, develops, manufactures, and sells implantable lenses for the eye and companion delivery systems used to deliver the lenses into the eye. From June 2012 through February 2014, Mr. Silverman served as a consultant and board advisor for private equity investors and others regarding health care technology and health care technology service companies, and health care services portfolio investments. From September 2009 through June 2012, Mr. Silverman was Chief Executive Officer of Marina Medical Billing Services, Inc., a revenue cycle management company serving ER physicians nationally. From September 2008 through August 2009, Mr. Silverman served as President and Chief Executive Officer of Qualcomm-backed health care start-up LifeComm. From August 2000 through August 2008, Mr. Silverman served as the President and Chief Executive officer of Quality Systems, Inc., a publicly traded developer of medical and dental practice management and patient records software. From 1993 through 2000, he served in multiple positions, including Chief Operations Officer, of CorVel Corporation, a publicly traded national managed care services/technology company. Mr. Silverman earned a BA from Amherst College and an MBA from Harvard Business School.

We believe Mr. Silverman is qualified to serve on our Board of Directors because of his extensive experience holding senior leadership and board positions with other public and private companies.

Director Independence

Our Board of Directors has determined that Jennifer Levin Carter, Alfred D. Kingsley, Andrew J. Last, John Peter Gutfreund and Louis E. Silverman, qualify as “independent” in accordance with Rule 5605(a)(2) of Nasdaq. Dr. Carter and Mr. Gutfreund are not standing for reelection. The members of our Audit Committee meet the additional independence standards under Nasdaq Rule 5605(c)(2) and Rule 10A-3 under the Exchange Act, and the members of our Compensation Committee meet the additional independence standards under Nasdaq Rule 5605(d)(2). Our independent directors received no compensation or remuneration for serving as directors except as disclosed under “CORPORATE GOVERNANCE—Compensation of Directors.” None of these directors, nor any of the members of their respective families, have participated in any transaction with us that would disqualify them as “independent” directors under the standards described above. Joshua Riggs does not qualify as “independent” because he is our Chief Executive Officer and President.

CORPORATE GOVERNANCEPROPOSAL 1: TO APPROVE GRANTING OUR BOARD OF DIRECTORS THE AUTHORITY TO EXERCISE ITS DISCRETION TO AMEND OUR ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF OUR OUTSTANDING SHARES OF COMMON STOCK, TO REGAIN COMPLIANCE WITH THE NASDAQ STOCK MARKET’S MINIMUM BID PRICE REQUIREMENT, AT ANY OF THE FOLLOWING EXCHANGE RATIOS AT ANY TIME WITHIN ONE YEAR AFTER SHAREHOLDER APPROVAL IS OBTAINED, AND ONCE APPROVED BY THE SHAREHOLDERS, THE TIMING OF THE AMENDMENT AND THE SPECIFIC REVERSE SPLIT RATIO TO BE EFFECTED SHALL BE DETERMINED IN THE SOLE DISCRETION OF OUR BOARD OF DIRECTORS: (A) A ONE-FOR-TEN REVERSE STOCK SPLIT; (B) A ONE-FOR-FIFTEEN REVERSE STOCK SPLIT; (C) A ONE-FOR-TWENTY REVERSE STOCK SPLIT; OR (D) A ONE-FOR-TWENTY-FIVE REVERSE STOCK SPLIT.

Directors’ Meetings

DuringOur Board of Directors believes it is advisable and in the fiscal year ended December 31, 2022,best interests of the Company and our shareholders to approve granting our Board of Directors met 35 times. Nonethe authority to exercise its discretion to amend our Articles of our directors attended fewer than 75% of the meetings of the Board and the committees on which they served. Directors are also encouragedIncorporation to attend our annual meetings of shareholders, although they are not formally required to do so. Five of our directors attended our annual meeting of shareholders in 2022.

Meetings of Non-Management Directors

Our non-management directors meet no less frequently than quarterly in executive session, without any directors who are Oncocyte officers or employees present. These meetings allow the non-management directors to engage in open and frank discussions about corporate governance and about our business, operations, finances, and management performance.

Shareholder Communications with Directors

If you wish to communicate with the Board of Directors or with individual directors, you may do so by following the procedure described on our website www.Oncocyte.com.

Shareholder Engagement

Members of our Board of Directors have maintained open and interactive dialogue with our largest shareholders. We believe that active shareholder engagement will drive increased corporate accountability, improve decision making, and create long-term value for our shareholders.

Code of Ethics

We have adoptedeffect a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to our principal executive officer, our principal financial officer and accounting officer, our other executive officers, and our directors. The purpose of the Code of Ethics is to deter wrongdoing and to promote the conduct of all Oncocyte business in accordance with high standards of integrity, including, among other things: (i) compliance with applicable governmental laws, rules, and regulations; (ii) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (iii) the prompt internal reporting of any suspected violations of the Code of Ethics to appropriate persons or through Oncocyte’s Compliance Hotline/Helpline; (iv) complete cooperation in the investigation of reported violations and the provision of truthful, complete and accurate information; and (v) accountability for adherence to the Code of Ethics. A copy of our Code of Ethics has been posted on our internet website and can be found at www.Oncocyte.com. We intend to disclose any future amendments to certain provisions of our Code of Ethics, and any waivers of those provisions granted to our principal executive officers, principal financial officer, principal accounting officer or controller or persons performing similar functions, by posting the information on our website within four business days following the date of the amendment or waiver.

Board Leadership Structure

Our leadership structure bifurcates the roles of Chief Executive Officer and Chairman of the Board. In other words, although our Chief Executive Officer is a member of our Board, Andrew Arno currently serves as Chairman of the Board. The Company believes that the Chairman can provide support and advice to the Chief Executive Officer, and lead the Board in fulfilling its responsibilities. The Chairman of the Board serves as an active liaison between the Board and our Chief Executive Officer and our other senior management. The Chairman of the Board also interfaces with our other non-management directors with respect to matters such as the members and chairs of Board committees, other corporate governance matters, and strategic planning.

Louis E. Silverman currently serves as our Lead Independent Director. We created the position of Lead Independent Director in February 2023 primarily because we recognize that Mr. Arno, the Chairman of the Board, and Mr. Riggs, our President and Chief Executive Officer, do not qualify as independent directors. We expect our Lead Independent Director will provide independent oversight of management and our Board of Directors, and lead executive sessions of our Board of Directors at which only non-employee directors are present.

The Board’s Role in Risk Management

The Board has an active role, as a whole, in overseeing management of the risks of our business. The Board regularly reviews information regarding our credit, liquidity, and operations, as well as the risks associated with our research and development activities, regulatory compliance with respect to the operation of our CLIA laboratories, and our plans to expand our business. The Audit Committee provides oversight of our financial reporting processes and the annual audit of our financial statements. In addition, the Nominating/Corporate Governance Committee reviews and must approve any business transactions between Oncocyte and its executive officers, directors, and shareholders who beneficially own 5% or morereverse stock split of our outstanding shares of common stock.Common Stock, to regain compliance with the Nasdaq Stock Market’s minimum bid price requirement, at any of the following exchange ratios at any time within one year after shareholder approval is obtained, and once approved by the shareholders, the timing of the amendment and the specific reverse split ratio to be effected shall be determined in the sole discretion of our Board of Directors: (A) a one-for-ten reverse stock split; (B) a one-for-fifteen reverse stock split; (C) a one-for-twenty reverse stock split; or (D) a one-for-twenty-five reverse stock split.

Hedging Transactions

We have adopted an Insider Trading Policy that generally prohibitsOn June 30, 2023, our employees, including our officers, directors, and their designees from engaging in short salesBoard of Oncocyte securities (sales of securities that are not then owned), including a “sale against the box” (a sale with delayed delivery), or other hedging or monetization transactions with respect to Oncocyte securities, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments.

CommitteesDirectors approved of the proposed amendment of our Articles of Incorporation, subject to shareholder approval, that would effect a reverse stock split in which each ten, fifteen, twenty or twenty-five issued and outstanding shares of our Common Stock would be combined and converted into one share. Although shareholders are being asked to vote on each of the proposed reverse stock split exchange ratios, only one such proposal will be effected. Upon shareholder approval, our Board

will have the sole discretion to elect, as it determines to be in the best interests of the Company and our shareholders, whether or not to effect a reverse stock split, and if so, the specific number of shares of our Common Stock between and including ten and twenty-five, which will be combined into one share, at any time before the first anniversary of this Meeting. The Board of Directors hasbelieves that shareholder approval of an Audit Committee, a Compensation Committee, and a Nominating/Corporate Governance Committee, the members of which are “independent” as defined in Nasdaq Rule 5605(a)(2). The membersamendment at each of the Audit Committee meetproposed reverse stock split ratios granting it the additional independence standards under Nasdaq Rule 5605(c)(2) and Rule 10A-3 under the Exchange Act. The members of the Compensation Committee must also meet the additional independence considerations under Nasdaq Rule 5605(d)(2). We also have a Science & Technology Committee, the members of which need not be independent.

Audit Committee

The current members of the Audit Committee are Andrew J. Last (Chair), Jennifer Levin Carter and Alfred D. Kingsley. Andrew Arno previously served on the Audit Committee as its Chair during 2022 and a portion of 2023, The Audit Committee held six meetings during 2022. The purpose of the Audit Committee isdiscretion to recommend the engagement of our independent registered public accountants, to review their performance and the plan, scope, and results of the audit, and to review and approve the fees we pay to our independent registered public accountants. The Audit Committee also will review our accounting and financial reporting procedures and controls. The Audit Committee has a written charter that requires the members of the Audit Committeespecific ratio to be directors who are independent in accordance with the applicable Nasdaq Rules and Rule 10A-3 under the Exchange Act. A copyeffected, rather than approval of the Audit Committee Charter has been posted on our internet website and can be foundonly one exchange ratio at www.Oncocyte.com.

Our Board of Directors has determined that Andrew J. Last meets the criteria of an “audit committee financial expert” within the meaning of the SEC’s regulations.

Compensation Committee

The current members of the Compensation Committee are Louis E. Silverman (Chair), John Peter Gutfreund and Andrew Last. Each of Melinda Griffith and Jennifer Levin Carter served as Chair of the Compensation Committee during portions of 2022. Andrew Arno served as a member of the Compensation Committee during a portion of 2022. The Compensation Committee met 18 times during 2022. The Compensation Committee oversees our compensation and employee benefit plans and practices, including executive compensation arrangements and incentive plans and awards of stock options and other equity-based awards under our equity plans, including our Incentive Plan. The Compensation Committee will determine or recommend to the Board of Directors the terms and amount of executive compensation and grants of equity-based awards to executives, key employees, consultants, and independent contractors. The Chief Executive Officer may make recommendations to the Compensation Committee concerning executive compensation and performance, but the Compensation Committee makes its own determination or recommendation tothis time, provides the Board of Directors with respectmaximum flexibility to react to then-current market conditions and, therefore, is in the amountbest interests the Company and components of compensation, including salary, bonus and equity awards to executive officers, generally taking into account factors such as company performance, individual performance, and compensation paid by peer group companies. A copy of the Compensation Committee Charter has been posted on our internet website and can be found at www.Oncocyte.com.

Oncocyte has periodically engaged Anderson Pay to provide compensation consulting services and advice to management and the Compensation Committee, which has generally included market survey information and competitive market trends in employee, executive and directors’ compensation programs. Anderson Pay has also periodically made recommendations to the Compensation Committee with respect to pay mix components such as salary, bonus, equity awards and the target market pay percentiles in which executive compensation should fall so Oncocyte can be competitive in executive hiring and retention. 

Report of the Audit Committee on the Audit of Our Consolidated Financial Statementsshareholders.

The following is the reportfull text of the Audit Committee with respect to Oncocyte’s audited consolidated financial statements for the year ended December 31, 2022.

The information contained in this report shall not be deemed “soliciting material” or otherwise considered “filed” with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Actform of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent that Oncocyte specifically incorporates such information by reference in such filing.

The membersproposed amendment of the Audit Committee held discussions withArticles of Incorporation is attached to this Proxy Statement as Annex A. By approving this Proposal, shareholders will be approving granting our management and representativesBoard of WithumSmith+Brown, PC,Directors the authority to exercise its discretion to amend our independent registered public accountants, concerning the auditArticles of Incorporation pursuant to which any whole number of outstanding shares of our consolidated financial statements for the year ended December 31, 2022. The independent public accountants are responsible for performing an independent audit of our consolidated financial statementsCommon Stock between and issuing an opinion on the conformity of those audited consolidated financial statements with generally accepted accounting principles in the United States. The Audit Committee does not itself prepare financial statements or perform audits,including ten and its members are not auditors or certifiers of Oncocyte’s financial statements.

The Audit Committee members reviewedtwenty-five would be combined into one share, and discussed with management and representatives of the auditors the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Our auditors also discussed with the Audit Committee the adequacy of Oncocyte’s internal control over financial reporting.

The Audit Committee members discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee received the written disclosures and the letter mandated by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with the with the independent accountant the independent accountant’s independence. Based on the reviews and discussions referred to above, the Audit Committee unanimously approved the inclusion of the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

The Audit Committee also met on a quarterly basis with the auditors during 2022 to review and discuss our consolidated financial statements for the quarter and the adequacy of internal control over financial reporting.

The Audit Committee: Andrew J. Last (Chair), Jennifer Levin Carter and Alfred D. Kingsley.

Nomination of Candidates for Election as Directors

Nominating/ Corporate Governance Committee and Nominating Policies and Procedures

The current members of the Nominating/Corporate Governance Committee are John Peter Gutfreund (Chair), Alfred Kingsley and Louis E. Silverman. Each of Andrew J. Last and Melinda Griffith served as Chair of the Nominating Committee during portions of 2022. Andrew Arno served as a member of the Nominating Committee during 2022, and Cavan Redmond served as a member of the Nominating Committee during a portion of 2022. The Nominating/Corporate Governance Committee held three meetings during 2022.

The purpose of the Nominating/Corporate Governance Committee is to recommend toauthorizing the Board of Directors individuals qualified to servefile only one such amendment, as directors and on committees ofdetermined by the Board andof Directors in the manner described herein. The Board of Directors at its discretion may also elect not to make recommendations to the Board on issues and proposals regarding corporate governance matters. The Nominating/Corporate Governance Committee also oversees compliance with, and all requests for waivers of, our Code of Ethics, and under our Interested Persons Transaction Policy reviews for approval transactions between us and our executive officers, directors, and shareholders who beneficially own 5% or more of our outstanding shares of common stock.

The Nominating/Corporate Governance Committee will consider nominees for election as directors proposed by shareholders, provided that they notify the Nominating/Corporate Governance Committee of the nomination in proper written form, either by personal delivery or by United States registered mail, to our corporate Secretary at our principal executive offices no earlier than the close of business on the 120th calendar day and no later than the close of business on the 90th calendar day prior to the anniversary date of the immediately preceding annual meeting of shareholders. If the current year’s annual meeting is called for a date that is more than 30 days before or more than 60 days after the anniversary of the immediately preceding annual meeting of shareholders, notice must be received not later than the close of business on the 10th calendar day following the day on which we first make a public announcement of the date of the annual meeting of shareholders. To be in proper written form, the notice from a shareholder must include the information required by our bylaws. A copy of the Nominating/Corporate Governance Committee Charter has been posted on our internet website and can be found at www.Oncocyte.com. implement any reverse stock split.

The BoardIf approved by shareholders and the Nominating/Corporate Governance Committee have not set any specific minimum qualifications that a prospective nominee would need in order to be nominated to serve on thefollowing such approval our Board of Directors. Rather, in evaluating any new nominee or incumbent director, the Nominating/Corporate Governance Committee will consider whether the particular person has the knowledge, skills, experience, and expertise needed to manage our affairs in light of the skills, experience, and expertise of the other members of the Board asDirectors determines that effecting a whole. The Committee will also consider whether a nominee or incumbent director has any conflicts of interest with Oncocyte that might conflict with our Code of Ethics or that might otherwise interfere with their ability to perform their duties in a manner thatreverse stock split is in the best interestinterests of Oncocytethe Company and our shareholders, the reverse stock split will become effective upon filing one such amendment with the Secretary of State of the State of California. The amendment filed thereby will contain the number of shares of our Common Stock approved by the shareholders and selected by the Board of Directors within the limits set forth in this Proposal to be combined into one share. Only one such amendment will be filed, if at all, and the other amendments will be abandoned.

Although we presently intend to effect the reverse stock split to regain compliance with the Nasdaq Stock Market’s minimum bid price requirement, notwithstanding shareholder approval of the proposed amendment of the Articles of Incorporation at the Meeting, our Board of Directors may decide it is in the best interests of the Company and its shareholders. The Committee will also consider whether including a prospective director onshareholders to withhold approval of any amendments to the Board will result in a Board composition that complies with (a) applicable state corporate laws, (b) applicable federal and state securities laws, and (c)Articles of Incorporation without further action by the rulesshareholders before the amendment of the SEC and each stock exchange on which our shares are listed.

Articles of Incorporation is filed with the Secretary of State of the State of California. The Board of Directors andmay consider a variety of factors in determining whether or not to proceed with the Nominating/Corporate Governance Committee have not adopted specific policies with respect to a particular mix or diversity of skills, experience, expertise, perspectives, and background that nominees should have. However, the present Board was assembled with a focus on attaining a Board comprised of people with substantial experience in bioscience, the pharmaceutical or diagnostic industry, corporate management, and finance. The Board believes that this interdisciplinary approach will best suit our needs as we work to develop and commercialize diagnostic tests.

In evaluating the diversityproposed amendment of the directorsArticles of Incorporation, including overall trends in the stock market, recent changes and considering potential nominees,anticipated trends in the Board also considers any director diversity requirements for publicly traded companies under applicable federal and state laws and stock exchange rules. Nasdaq requires that its listed companies (i) annually disclose aggregated statistical information about the board’s voluntary self-identified gender and racial characteristics and LGBTQ+ status in substantially the format set forth in new Nasdaq Rule 5606 and (ii) either include on their board of directors, or publicly disclose why their board does not include, a certain number of “diverse” directors based upon the Company’s size. After the resignation of a director earlier this year, our Board of Directors presently includes one female member who is not standing for reelection, and no membersper share market price of our Board of Directors is a director from an underrepresented community. Our Board of Directors intends to cause us to comply withCommon Stock on the new Nasdaq diversity rulesStock Market, business developments, and any applicable California diversity requirements by adding qualified womenour actual and qualified persons from underrepresented communities to our Board of Directors.

DIRECTOR COMPENSATION

Directors and members of committees of our Board of Directors who are salaried employees of Oncocyte are entitled to receive compensation as employees but are not compensated for serving as directors or attending meetings of our Board of Directors or committees of our Board of Directors. All directors are entitled to reimbursements for their out-of-pocket expenses incurred in attending meetings of our Board of Directors or committees of our Board of Directors.

In 2022, non-employee directors, other than the Chairman of our Board of Directors, received an annual fee of $73,500 in cash for their service on our Board of Directors for the full year. Directors who served a partial year received a pro-rated fee based on their actual length of service. Our Chairman received an annual cash fee of $83,500 for his service as Chairman ofprojected financial performance. If the Board of Directors and for his service on our Board of Directors. In additionfails to cash fees, non-employee directors who were directors as of August 15, 2022, received options to purchase 45,000 shares of commonimplement a reverse stock under our 2018 Equity Incentive Plan (as amended, the “Incentive Plan”) and 10,000 restricted stock units under the Incentive Plan during 2022. Non-employee directors who joined our Board of Directors after August 15, 2022 received a pro-rated equity award.

Fees earned or paid in cash are paid in quarterly installments, and the stock options and restricted stock units will vest one year from the date of grant, subjectsplit prior to the non-employee director’s continued service as a director of Oncocyte or a subsidiary from the date of grant until the vesting date or, if earlier, until the next annual meeting of shareholders. The options will expire if not exercised ten years from the date of grant.

The following table summarizes certain information concerning the compensation paid during the past fiscal year to eachone-year anniversary of the persons who served as directors during the year ended December 31, 2022 and who were not our employees on the date the compensation was earned.

Stock awards consist entirely of restricted stock units (“RSUs”) and are valued in the table at the aggregate grant date fair value based on the closing price of Oncocyte common stock as quoted on the applicable trading market as if the stock awards were fully vested. Beginning on February 7, 2023, our common stock began trading on The Nasdaq Capital Market under the symbol “OCX.” Previously, our common stock traded under the same symbol on The Nasdaq Global Market since March 8, 2021, andMeeting, shareholder approval again would be required prior to that, on the NYSE American.

The following table summarizes the aggregate number of shares subject to outstanding equity awards held by our non-employee directors as of December 31, 2022:

Upon the election of the new slate of directors at the Meeting, non-employee directors will receive, in addition to cash fees, options to purchase 90,000 shares of commonimplementing any reverse stock under the Incentive Plan and 20,000 restricted stock units under the Incentive Plan. Our Chairman will receive options to purchase an additional 45,000 shares of common stock under the Incentive Plan and 10,000 additional restricted stock units under the Incentive Plan. Our Lead Independent Director will receive options to purchase an additional 22,500 shares of common stock under the Incentive Plan and 5,000 additional restricted stock units under the Incentive Plan. Following the Meeting, annual cash fees for non-employee directors for the ensuing year will remain unchanged from those of the prior year.

EXECUTIVE OFFICERS

The following persons are our executive officers and hold the offices set forth opposite their names.

Anish John, 52, was appointed Chief Financial Officer in August 2022, after serving as our Senior Vice President, Finance, and interim Chief Financial Officer from June 2022 to August 2022 and Vice President of Operations and Finance, Transplant Business Unit, from September 2021 to June 2022. He previously served as Senior Director, Financial Planning and Analysis for Foundation Medicine, Inc. (“Foundation Medicine”), a wholly owned subsidiary of Roche Holding, AG., from October 2019 to March 2021. Prior to joining Foundation Medicine, Mr. John served in the following various management roles at PerkinElmer, Inc.: Senior Director of Finance, Americas Diagnostics from August of 2017 to August of 2019, Director of Finance, Americas Diagnostics from September 2008 to July of 2017, and Senior Manager, Sales Operations and Finance North America from March of 2007 to August of 2008. Mr. John holds an MBA from Babson College, in Wellesley Massachusetts and a BBA in Finance from the University of Massachusetts at Amherst. Mr. John will be leaving the Company on June 15, 2023 to pursue other opportunities.

James Liu, 28, was appointed Controller and Principal Accounting Officer in September 2022 after serving as the Company’s Interim Controller from July 2022 to September 2022 and Manager of Securities and Exchange Commission Reporting & Compliance from July 2021 to July 2022. Prior to that, Mr. Liu was the Accounting Manager of Acacia Research Corporation from November 2020 to July 2021, and Senior Accountant at Gatekeeper Systems, Inc. (“Gatekeeper Systems”) from August 2019 to November 2020. Prior to joining Gatekeeper Systems, Mr. Liu served as Senior Assurance Associate at BDO USA, LLP from October 2016 to August 2019. Mr. Liu holds a BASc degree from the University of California, San Diego, and is a Certified Public Accountant.split.

EXECUTIVE COMPENSATIONBackground and Reasons for the Reverse Stock Split

Smaller Reporting CompanyOur primary objective in effectuating the reverse stock split would be to attempt to raise the per share trading price of our Common Stock in an effort to continue our listing on the Nasdaq Stock Market. To maintain listing, the Nasdaq Stock Market requires, among other things, that our Common Stock maintain a minimum bid price of $1.00 per share.

Our Board of Directors is seeking approval for the authority to effectuate the reverse stock split as a means of increasing the share price of our Common Stock at or above $1.00 per share in order to avoid delisting by the Nasdaq Stock Market. We expect that the reverse stock split will increase the price per share of our Common Stock above the $1.00 per share minimum bid price, thereby satisfying this listing requirement. However, there can be no assurance that the reverse stock split will have that effect, initially or in the future, or that it will enable us to maintain the listing of our Common Stock on the Nasdaq Stock Market.

In addition, we believe that the low per share market price of our Common Stock impairs its marketability to and acceptance by institutional investors and other members of the investing public and creates a negative impression of the Company. Theoretically, decreasing the number of shares of Common Stock outstanding should not, by itself, affect the marketability of the shares, the type of investor who would be interested in acquiring them, or our reputation in the financial community. In practice, however, many investors, brokerage firms and market makers consider low-priced stocks as unduly speculative in nature and, as a matter of policy, avoid investment and trading in such stocks. Moreover, the analysts at many brokerage firms do not monitor the trading activity or otherwise provide coverage of lower priced stocks. The presence of these factors may be adversely affecting, and may continue to adversely affect, not only the pricing of our Common Stock but also its trading liquidity. In addition, these factors may affect our ability to raise additional capital through the sale of stock.

We further believe that a higher stock price could help us attract and retain employees and other service providers. We believe that some potential employees and service providers are less likely to work for a company with a low stock price, regardless of the size of the company’s market capitalization. If the reverse stock split successfully increases the per share price of our Common Stock, we believe this increase will enhance our ability to attract and retain employees and service providers.

We hope that the decrease in the number of shares of our outstanding Common Stock as a consequence of the reverse stock split, and the anticipated increase in the price per share, will encourage greater interest in our Common Stock by the financial community and the investing public, help us attract and retain employees and other service providers, help us raise additional capital through the sale of stock in the future if needed, and possibly promote greater liquidity for our shareholders with respect to those shares presently held by them. However, the possibility also exists that liquidity may be adversely affected by the reduced number of shares which would be outstanding if the reverse stock split is effected, particularly if the price per share of our Common Stock begins a declining trend after the reverse stock split is effected.

There can be no assurance that the reverse stock split will achieve any of the desired results. There also can be no assurance that the price per share of our Common Stock immediately after the reverse stock split will increase proportionately with the reverse stock split, or that any increase will be sustained for any period of time.

If shareholders do not approve this Proposal and our stock price does not otherwise increase to greater than $1.00 per share for at least 10 consecutive trading days before our period to regain compliance lapses, we expect our Common Stock to be subject to a delisting action by Nasdaq. We believe the reverse stock split is the most likely way to assist the stock price in reaching the minimum bid price level required by Nasdaq, although effecting the reverse stock split cannot guarantee that we will be in compliance with the minimum bid price requirement even for the minimum 10-day trading period required by Nasdaq. Furthermore, the reverse stock split cannot guarantee we will maintain compliance with other continued listing criteria required by Nasdaq.

If our Common Stock were delisted from the Nasdaq Stock Market, trading of our Common Stock would thereafter be conducted on the OTC Bulletin Board or the “pink sheets”. As a result, an investor may find it more difficult to dispose of, or to obtain accurate quotations as to the price of, our Common Stock. To relist shares of our Common Stock on the Nasdaq Stock Market, we would be required to meet the initial listing requirements, which are more stringent than the maintenance requirements.

In addition, if our Common Stock were delisted from the Nasdaq Stock Market and the price of our Common Stock were below $5.00 at such time, such stock would come within the definition of “penny stock” as defined in the Securities Exchange Act of 1934, as amended and would be covered by Rule 15g-9 of the Securities Exchange Act of 1934. That rule imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5 million or individuals with net worth in excess of $1 million or annual income exceeding $200,000 or $300,000 jointly with their spouse). For transactions covered by Rule 15g-9, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. These additional sales practice restrictions will make trading in our Common Stock more difficult and the market less efficient.

We are a “smaller reporting company” as defined innot aware of any present efforts by anyone to accumulate our Common Stock, and the rules and regulations of the SEC. As a smaller reporting company we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general,proposed reverse stock split is not intended to public companies that are not smaller reporting companies. Accordingly, this Report includes reduced disclosure about our executive compensation arrangements.be an anti-takeover device.

Summary Compensation TableThe Reverse Stock Split May Not Result in an Increase in the Per Share Price of Our Common Stock; There Are Other Risks Associated with the Reverse Stock Split

We cannot predict whether the reverse stock split will increase the market price for our Common Stock. The following tables show certain information relating to the compensationhistory of our President and Chief Executive Officer and the two highest paid individuals other than our President and Chief Executive Officer who were serving as executive officers at year end and whose total individual compensation exceeded $100,000 during 2022. We refer to such executive officers as our “Named Executive Officers”.similar stock split combinations for companies in like circumstances is varied. There is no assurance that:

If the reverse stock split is effected and the market price of our Common Stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of a reverse stock split. In some cases, the total market value of a company following a reverse stock split is lower, and may be substantially lower, than the total market value before the reverse stock split. In addition, the fewer number of shares that will be available to trade could possibly cause the trading market of our Common Stock to become less liquid, which could have an adverse effect on the price of our Common Stock. The market price of our Common Stock is based on our performance and other factors, including trading dynamics and substantial volatility, which are likely unrelated to the number of our shares outstanding. In addition, there can be no assurance that the reverse stock split will result in a per share price that will attract brokers and investors who do not trade in lower priced stock.

Pay-Versus-PerformancePrincipal Effects of Reverse Stock Split on Market for Common Stock

This section provides information aboutOn June 28, 2023, the relationship between executive compensation “actually paid”closing bid price for our Common Stock on the Nasdaq Stock Market was $0.211 per share. By decreasing the number of shares of Common Stock outstanding without altering the aggregate economic interest represented by the shares, we believe the market price will be increased. The greater the market price rises above $1.00 per share, the less risk there will be that we will fail to meet the requirements for maintaining the listing of our Chief Executive Officer and other named executive officers and certain financial performance measuresCommon Stock on the Nasdaq Stock Market. However, there can be no assurance that the market price of the Company in accordance with Item 402(v)Common Stock will rise to or maintain any particular level or that we will at all times be able to meet the requirements for maintaining the listing of Regulation S-K. In determiningour Common Stock on the compensation “actually paid,” we are required to make various adjustments to amounts previously reported in the Summary Compensation Table to reflect different valuation methods prescribed by the SEC between this section and the disclosure in the Summary Compensation Table.

Relationship Between Compensation Actually Paid and Net Loss

Because the Company is an early-stage company, we have had limited revenue during the periods presented, and have incurred operating losses since inception. Consequently, we do not believe there is any meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented.

Relationship Between Compensation Actually Paid and Cumulative TSR

 Nasdaq Stock Market.

Executive Employment Agreements, Deferral Agreements, and ChangePrincipal Effects of Control ProvisionsReverse Stock Split on Common Stock; No Fractional Shares

Employment AgreementsIf shareholders approve granting the Board of Directors the authority to exercise its discretion to amend our Articles of Incorporation to effect a reverse stock split, and Arrangements

Joshua Riggs

We have entered into an employment agreement with our current Presidentif the Board of Directors decides to effectuate such amendment and Chief Executive Officer Joshua Riggs. We also previously entered into an employment agreementreverse stock split, the principal effect of the reverse stock split will be to reduce the number of issued and subsequently a separation agreement with eachoutstanding shares of our former President and Chief Executive Officer Ronald Andrews and our former Chief Scientific Officer Douglas Ross.

On December 2, 2022, we entered intoCommon Stock, in accordance with an employment agreement with Mr. Riggs. Pursuant to his employment agreement,exchange ratio approved by the annual salary of Mr. Riggs was set at $300,000. Mr. Riggs is also eligible to receive an annual bonus, with a target bonus opportunity equal to 50% of base salary. Mr. Riggs’ bonus for 2022, was subject to the achievement of the parameters and objectives used to determine the amount of the annual bonus immediately prior to December 2, 2022, assessedshareholders and determined by the Board or Compensation Committee. Mr. Riggs’ bonus, if any, for 2023,of Directors as set forth in this Proposal, from approximately 164,821,077 shares of Common Stock to between and including approximately 16,482,108 and 6,592,843 shares, depending on which reverse stock ratio is effectuated by the Board of Directors and based upon the number of shares outstanding at the time such reverse stock split is effectuated. The reverse stock split will not affect the Series A Convertible Preferred Stock. The total number of shares of Common Stock each shareholder holds will be based on and subjectreclassified automatically into the number of shares of Common Stock equal to the achievementnumber of Company and/or individual performance objectives established (in consultation with Mr. Riggs),shares of Common Stock each shareholder held immediately before the reverse stock split divided by the exchange ratio approved assessedby the shareholders and determined by the Board (orof Directors as set forth in this Proposal.

If the number of shares of Common Stock a committee thereof).shareholder holds is not evenly divisible by such exchange ratio, that shareholder will not receive a fractional share but instead will receive, upon surrender of stock certificates representing such shares of Common Stock, cash in an amount equal to the fraction of a share that shareholder otherwise would have been entitled to receive multiplied by the last sale price (as adjusted to reflect the reverse stock split) of the Common Stock as last reported on the Nasdaq Stock Market on the trading day before the reverse stock split takes effect. The employment agreement hasownership of a one-year term (the “Term”), unless terminated earlier. Afterfractional interest will not give the Term, Mr. Riggs’ employment withholder thereof any voting, dividend or other rights except to receive payment therefor as described herein. Shareholders should be aware that, under the Companyescheat laws of the various jurisdictions where shareholders reside, where we are domiciled and where the funds will be considered “at-will”.deposited, sums due for fractional interests that are not timely claimed after the effective time may be required to be paid to the designated agent for each such jurisdiction. Thereafter, shareholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid.

PursuantThe reverse stock split will affect all of our shareholders uniformly and will not affect any shareholder’s percentage ownership interests, except to his employment agreement, Mr. Riggs receivedthe extent that the reverse stock split results in any shareholders owning a one-time equity grantfractional share. As described above, shareholders holding fractional shares will be entitled to cash payments in lieu of such fractional shares. Such cash payments will reduce the number of post-split shareholders to the extent there are shareholders presently holding fewer shares than between and including ten and twenty-five shares, depending on the exchange ratio selected by the Board of Directors. This, however, is not the purpose for which we are proposing to effect the reverse stock split and we are not aware that cashing out fractional shares would result in the cancellation of more than ten percent of the outstanding shares of Common Stock. Common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. We will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934.

Principal Effects of Reverse Stock Split on Outstanding Options and Warrants

As of the record date, we had outstanding (i) stock options to purchase 250,000an aggregate of 9,127,843 shares of the Company’s common stock, issued in accordanceCommon Stock with the Plan, which will vest one year later, subject to Mr. Riggs’ continued compliance with any restrictive covenants by which he may be bound and continued employment with the Company through such date. Thea weighted average exercise price of $2.03 per share under our Incentive Plan and our 2010 Stock Option Plan, (ii) share-based payment awards under our Incentive Plan, and (iii) outstanding warrants to purchase 16,395,343 shares of Common Stock exercisable at prices ranging from $1.53 to $5.46 per share. When the reverse stock options wassplit becomes effective, the fair market valuenumber of a shareshares of Oncocyte common stock onCommon Stock covered by each of the date of grant, determined in accordance with the Incentive Plan.

In the event Mr. Riggs’ employment is terminated during the Term by the Company without Cause (excluding due to death or disability) or by Mr. Riggs for Good Reason (as each such term is defined in Mr. Riggs’ CIC Agreement (as defined below) in addition to any benefits provided pursuant to Mr. Riggs’ CIC Agreement, subject to the execution of a release of claims and Mr. Riggs’ continued compliance with any restrictive covenants by which he may be bound, Mr. Riggsforegoing securities will be entitledreduced to receive a pro-rated annual bonus for between and including one-tenth and one-twenty-fifth the yearnumber currently covered and the exercise price per share will be increased by between and including ten and twenty-five times the current exercise price, resulting in the same aggregate price being required to be paid upon exercise of termination (the “Pro-Rated Bonus”).such securities as was required immediately preceding the reverse stock split.

Ronald AndrewsPrincipal Effects of Reverse Stock Split on Equity Incentive Plans

During 2022,As of the annual salaryrecord date, we had 21,000,000 shares of Common Stock reserved under our Incentive Plan. Pursuant to the terms of our former President and Chief Executive Officer Ronald Andrews, was $500,000. Pursuant to his employment agreement, dated June 4, 2019, Mr. Andrews was also eligible to receive annual bonuses, toIncentive Plan, the extent approved by the BoardCompensation Committee of Directors in its discretion, based on the achievement of predetermined company and individual objectives set by our Board of Directors or its Compensation Committee from time to time.

Pursuant to his employment agreement, Mr. Andrews received(our “Compensation Committee”) will reduce the following equity awards under the Incentive Plan: (i) options to purchase 950,000number of shares of Oncocyte common stock effective onCommon Stock reserved under our Incentive Plan to between and including one-tenth and one-twenty-fifth of the date his employment commenced (the “Initial Grant”); (ii) optionsnumber of shares currently included in such plan. Furthermore, the number of shares available for future grant under our Incentive Plan will be similarly adjusted. Because our 2010 Stock Option Plan was replaced by our Incentive Plan, no action will need to purchase 50,000 shares of common stock, effective on upon his completion of one year of continuous service as an employee (the “Second Grant”); and (iii) RSUsbe taken with respect to 65,000 shares of common stock, effective upon his completion of one year of continuous service as an employee. The exercise price of the options inshare reserve under the Initial Grant and Second Grant was the fair market value of a share of Oncocyte common stock on the applicable effective date of grant, determined in accordance with the Incentive2010 Stock Option Plan.

The vesting schedule of the options in the Initial Grant pursuant to which the options became or were to become exercisable was as follows: twenty-five percent of the options vested upon Mr. Andrew’s completion of one year of continuous service as an employee, and the balance of the options began to vest in 36 equal monthly installments, commencing on the first anniversary of the effective date of the Initial Grant, subject to his continued service as an employee on the applicable vesting date.

The options in the Second Grant vested upon Mr. Andrew’s completion of one year of continuous service as an employee from the effective date of the Second Grant. The 65,000 RSUs vested on July 1, 2021.

Douglas Ross

During 2022, the annual salary of Douglas Ross, our Chief Scientific Officer, was $375,000. Pursuant to his employment agreement, dated March 23, 2020, he is eligible to receive annual cash incentive bonus awards determined by our Board of Directors, with a target bonus of not less than 50% of his base salary, based on the achievement of specific, objectively determinable, individual and company performance goals at target levels for the year.

Gisela Paulsen

During 2022, the annual salary of Ms. Paulsen, our former President and Chief Operating Officer was $390,000 prior to August 8, 2022 and $415,000 after August 8, 2022. Ms. Paulsen was eligible to receive discretionary annual bonuses based on achievement of personal and corporate performance goals established by our Board of Directors, with a target bonus equal to 60% of her annual base salary.

Anish John

During 2022, the annual salary of Mr. John, our Chief Financial Officer was $250,000 prior to June 1, 2022, $275,000 between June 1, 2022 and August 8, 2022, and $330,000 after August 8, 2022. Mr. John is eligible to receive discretionary annual bonuses based on achievement of personal and corporate performance goals established by our Board of Directors, with a target bonus equal to 50% of his annual base salary.

James Liu

During 2022, the annual salary of Mr. Liu, our Controller & Principal Accounting Officer was $129,375 prior to July 4, 2022, $150,000 between July 4, 2022 and September 20, 2022 and $175,000 after September 20, 2022 . Mr. Liu is eligible to receive discretionary annual bonuses based on achievement of personal and corporate performance goals established by our Board of Directors, with a target bonus equal to 30% of his annual base salary.

Change in Control and Severance Plan

We have adopted the Oncocyte Corporation Change in Control and Severance Plan (the “CIC Plan”) which provides change in control and other severance benefits, with varying terms, to a select group of our management or highly compensated employees, including certain of our executive officers, who have executed a Change in Control and Severance Agreement (“CIC Agreement”) and who otherwise satisfy the conditions set forth in their CIC Agreement and the provisions of the CIC Plan. Pursuant to the CIC Plan, we have entered into a CIC Agreement with each of our President and Chief Executive Officer Joshua Riggs and our Chief Financial Officer Anish John.

Pursuant to his CIC Agreement, if Mr. Riggs’ employment is terminated for any reason, he will be entitled to receive: (i) payment for all accrued but unpaid salary or bonuses actually earned, (ii) vacation or paid time off accrued, (iii) business expenses incurred in accordance with the Company’s expense reimbursement policy and (iv) any other unpaid amounts arising under any employee benefit plans payable as of the date of termination of his employment (the “Accrued Obligations”). If the Company terminates Mr. Riggs’ employment without Cause or he resigns for Good Reason (each as defined in the CIC Agreement) at any time, subject to the execution of a release and certain other conditions, in addition to the Accrued Obligations and Pro-Rated Bonus pursuant to the terms and conditions of the Employment Agreement, he will be entitled to receive: (i) six months base salary, (ii) a lump sum payment up to six months, the specific number of months to be determined by the Company in its discretion, of the premium costs of any health insurance benefits that he was receiving at the time of termination of his employment under an employee health insurance plan subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, and (iii) his unvested equity awards that were scheduled to vest based on the passage of time during the twelve months following the date of termination of his employment shall vest. If the Company terminates Ms. Riggs’ employment without Cause or if he resigns for Good Reason within three months prior to or twelve months following a Change of Control (as defined in the CIC Agreement), he will be entitled to the benefits that apply for termination without Cause or resignation for Good Reason, except that he will receive an additional payment of six months of his target cash bonus, and all of his unvested equity awards will vest rather than just those that would were scheduled to vest during the twelve months following termination of his employment. 

Pursuant to his CIC Agreement, if Mr. John’s employment is terminated without Cause or he resigns for Good Reason (each as defined in the CIC Agreement) at any time, subject to the execution of a release and certain other conditions, he will be entitled to receive: (i) twelve months base salary, (ii) a lump sum payment of twelve months of the premium costs of any health insurance benefits that he was receiving at the time of termination of his employment under an employee health insurance plan subject to the Consolidated Omnibus Budget Reconciliation Act of 1985, and (iii) his unvested equity awards that were scheduled to vest based on the passage of time during the twelve months following the date of termination of his employment shall vest. If the Company terminates Mr. John’s employment without Cause or if he resigns for Good Reason within three months prior to or twelve months following a Change of Control (as defined in the CIC Agreement), he will be entitled to the benefits that apply for termination without Cause or resignation for Good Reason, except that he will receive an additional payment of twelve months of his target cash bonus, and all of his unvested equity awards will vest rather than just those that would were scheduled to vest during the twelve months following termination of his employment.

Separation Payments

Separation Payments to Mr. Andrews

In connection with Mr. Andrews’ departure, the Company and Mr. Andrews entered into a separation agreement and general release of all claims, dated December 1, 2022 (the “Andrews Separation Agreement”). The Andrews Separation Agreement provided that Mr. Andrews will receive benefits, consisting of: (i) a cash severance amount of $500,000, which is payable over twelve (12) months in substantially equal installments following December 1, 2022 (the “Andrews Effective Date”), (ii) a payment of twelve (12) months of premium costs of group health plan continuation coverage in the total amount of $40,128, which is payable in a lump sum payment on the thirtieth day following the Andrews Effective Date, (iii) accelerated vesting of Mr. Andrews’ unvested time-based stock options and restricted stock unit awards that were scheduled to vest based solely on the passage of time during the twelve (12) month period following the Andrews Effective Date, and (iv) accelerated vesting of 481,250 performance-based stock options and 250,000 performance-based restricted stock units.

In addition, to ensure a smooth transition, the Company and Mr. Andrews entered into a consulting agreement, dated as of December 1, 2022 (the “Andrews Consulting Agreement”), pursuant to which Mr. Andrews provided non-employee consulting and advisory services to the Company, on a non-exclusive basis, from December 2, 2022 until February 28, 2023. Pursuant to the Andrews Consulting Agreement, Mr. Andrews received a grant of stock options to purchase 50,000 shares of the Company’s common stock, issued in accordance with the Incentive Plan, which options vested in three equal monthly installments over the consulting term.

Separation Payments to Ms. Paulsen

In connection with Ms. Paulsen’s departure, the Company and Ms. Paulsen entered into a separation agreement and general release of all claims dated December 16, 2022 (the “Paulsen Separation Agreement”). The Paulsen Separation Agreement provides that Ms. Paulsen will receive benefits consisting of: (i) a cash severance amount of $207,500.02, which is payable over six (6) months in substantially equal installments following December 16, 2022 (the “Paulsen Effective Date”), (iii) accelerated vesting of Ms. Paulsen’s unvested time-based stock options and restricted stock unit awards that were scheduled to vest based solely on the passage of time during the twelve (12) month period following the Paulsen Effective Date, (iv) accelerated vesting of 175,000 performance-based restricted stock units, and (v) the extension of the deadline to exercise vested stock options to the earlier to occur of the one-year anniversary of the Paulsen Effective Date and on the maximum term under the applicable stock option award agreement.

Separation Payments to Dr. Ross

In connection with Dr. Ross’ separation, the Company and Dr. Ross entered into a separation agreement and general release of all claims dated December 16, 2022 (the “Ross Separation Agreement”). The Ross Separation Agreement provides that Dr. Ross will receive benefits, consisting of: (i) a cash severance amount of $281,250.06, which is payable over nine (9) months in substantially equal installments following December 16, 2022 (the “Ross Effective Date”), and (ii) a payment of nine (9) months of premium costs of group health plan continuation coverage in the total amount of $20,799, which is payable over nine (9) months in substantially equal installments following the Ross Effective Date.

In addition, to ensure a smooth transition, the Company and Dr. Ross entered into a consulting agreement, dated as of December 16, 2022 (the “Ross Consulting Agreement”), pursuant to which Dr. Ross provided non-employee consulting and advisory services to the Company, on a non-exclusive basis, from December 17, 2022 until March 31, 2023. Pursuant to the Ross Consulting Agreement, Dr. Ross received a grant of restricted stock pursuant to the Company’s 2018 Equity Incentive Plan, as amended from time to time (the “Plan”), with a grant date fair market value of $56,250 (as determined in accordance with the Plan), which vested in three equal monthly installments (with the first installment vesting January on 31, 2023) over the consulting term.

Outstanding Equity Awards at Fiscal Year EndPrincipal Effects of Reverse Stock Split on Legal Ability to Pay Dividends

Our Board has not in the past declared, nor does it have any plans to declare in the foreseeable future, any distributions of cash, dividends or other property, and we are not in arrears on any dividends. Therefore, we do not believe that the reverse stock split will have any effect with respect to future distributions, if any, to our holders of Common Stock.

Accounting Matters

The following table summarizesreverse stock split will not affect the par value of our Common Stock because our Common Stock has no par value. The shareholders’ equity, in the aggregate, will remain unchanged. In addition, the per share net income or loss and net book value of our Common Stock will be increased because there will be fewer shares of Common Stock outstanding in both the basic and fully diluted calculations.

Potential Anti-Takeover Effect

The increased proportion of unissued authorized shares to issued shares could, under certain information concerningcircumstances, be construed as having an anti-takeover effect (for example, by permitting issuances that would dilute the stock options andownership of a person seeking to effect a change in the composition of our Board of Directors or contemplating a tender offer or other equity awards granted by us undertransaction for the Option Plancombination of the Company with another company). Although not designed or intended for such purposes, the effect of the proposed reverse stock split might be to render more difficult or to discourage a merger, tender offer, proxy contest or change in control of the Company and the Incentive Plan held asremoval of December 31, 2022management, which shareholders might otherwise deem favorable. For example, the authority of our Board of Directors to issue Common Stock might be used to create voting impediments or to frustrate an attempt by another person or entity to effect a takeover or otherwise gain control of us because the issuance of additional Common Stock would dilute the voting power of the Common Stock and Preferred Stock then outstanding. Our Common Stock could also be issued to purchasers who would support our Board of Directors in opposing a takeover bid, which our Board of Directors determines not to be in the best interests of the Company and our shareholders. Our Board of Directors is not presently aware of any attempt, or contemplated attempt, to acquire control of the Company and the reverse stock split proposal is not part of any plan by our Named Executive Officers:Board of Directors to recommend or implement a series of anti-takeover measures.