As filed with the Securities and Exchange Commission on October 2, 2017July 14, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OncoCyteOncocyte Corporation

(Exact name of registrant as specified in its charter)

1010 Atlantic Avenue, Suite 10215 Cushing

Alameda,Irvine, California 9450192618

(510) 775-0515(949) 409-7600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

William AnnettMitchell Levine

President and Chief ExecutiveFinancial Officer

OncoCyteOncocyte Corporation

1010 Atlantic Avenue, Suite 10215 Cushing

Alameda,Irvine, California 9450192618

(510) 775-0515(949) 409-7600

(Name, address including zip code, and telephone number, including area code, of agent for service)

Copies to:With copies to:

Bruce JenettKandace Watson, Esq.

Andrew LedbetterNazia J. Khan, Esq.

DLA Piper LLP (US)Shane Killeen, Esq.

2000 University AvenueSheppard, Mullin, Richter & Hampton LLP

East Palo Alto, California, 9430312275 El Camino Real, Suite 100

San Diego, CA 92130

Tel: (858) 720-8900

Approximate date of commencement of proposed sale to the public:From time to time, after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [  ]box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X]box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [  ]offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [  ]☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [  ]☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [X]

☒

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statementthis Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securitieschange. The selling shareholders may not be soldsell these securities pursuant to this registration statement until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor doesthese securities, and it seekis not soliciting an offer to buy these securities in any jurisdictionstate where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED OCTOBER 2, 2017JULY 14, 2021

PROSPECTUS

9,436,465 SHARES OF COMMON STOCK

$50,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants

Units

We may, from time to time in one or more offerings, offer and sell up to $50.0 million in the aggregate of common stock, preferred stock, debt securities, warrants to purchase shares of common stock or preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities.

This prospectus provides a general descriptionrelates to the potential resale from time to time of up to 9,436,465 shares (“Resale Shares”) of common stock of Oncocyte Corporation (“Company” or “Oncocyte”) by the securities we may offer. We will provide the specific terms of the securities offered in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may add, update or change information containedselling shareholders named in this prospectus. Please read carefullyThe Resale Shares consist of (i) 1,630,229 shares of Oncocyte common stock beneficially owned by certain selling shareholders; (ii) 7,213,089 shares (“Earnout Shares”) of Oncocyte common stock that may become issuable to certain selling shareholders as earnout payments pursuant to the terms of a Merger Agreement (as defined herein) described in this prospectus, contingent upon the achievement of milestones specified in the Merger Agreement and whether Oncocyte elects to pay all or a portion of the earnout payments to certain selling shareholders in shares of Oncocyte common stock; and (iii) 593,147 shares (“Restructured Shares”) of Oncocyte common stock that may become issuable to certain named selling shareholders as payments for restructured liabilities incurred by Chronix Biomedical, Inc. pursuant to the terms of agreements between Oncocyte and such selling shareholders contingent upon whether Oncocyte elects to pay all of a portion of the payments to the selling shareholder in shares of its common stock. We calculated the number of Earnout Shares based on the assumption that the maximum number of shares of our common stock that remains available for issuance pursuant to the Merger Agreement may be issued as earnout payments. The actual number of Earnout Shares issued to those selling shareholders as earnout payments, if any, could be materially less than 7,213,089 shares of common stock depending on (a) whether and to what extent the applicable prospectus supplement,future milestones are achieved, (b) the amount of offsets for certain liabilities of Chronix Biomedical, Inc., (c) whether we elect to pay all or a portion of the earnout payments to those selling shareholders in shares of our common stock, and (d) the actual closing price of our common stock on the trading day immediately preceding the date upon which we publicly announce that a milestone has been satisfied. Likewise, the actual number of Restructured Shares issued to the selling shareholders as payments for restructured liabilities, if any, related free writing prospectus, andcould be materially less than 593,147 shares of common stock depending on whether Oncocyte elects to pay all or a portion of the documents incorporated by reference before you investrestructured liabilities to certain of the selling shareholders in shares of its common stock. As such, Oncocyte will not issue all of the 9,436,465 shares of its common stock registered for resale in the registration statement. This presentation is not intended to constitute an indication or prediction of whether any of our securities.Thisthe future milestones will be achieved.

We will pay the expenses of registering the Resale Shares; however, we will not receive any of the proceeds from the sale of the Resale Shares.

The selling shareholders identified in this prospectus may offer the shares from time to time through public or private transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The registration of the Resale Shares on behalf of the selling shareholders, however, does not be used tonecessarily mean that any of the selling shareholders will offer or sell their Resale Shares under this registration statement or at any securities unless accompanied bytime in the applicable prospectus supplement.near future.

Investing in our common stock involves a high degree of risk. You should consider carefully the risk factors beginning on page 4 of this prospectus before purchasing any of the Resale Shares offered by this prospectus.

Ourcommon stock is listedtraded on the NYSE AmericanThe Nasdaq Global Market under the symbol “OCX.”On September 29, 2017, the The last reported sale price of ourcommon stockwas $7.55 per share. The aggregate market value of our outstanding shares of common stock held by non-affiliates, based upon this price,on The Nasdaq Global Market on July 13, 2021, was approximately $51.4 million. During the 12-month period ending on the date of this prospectus, we have not offered any securities pursuant to General Instruction I.B.6. of Form S-3.$5.73 per share.

Investing in ourWe are an “emerging growth company” under the federal securities involves a high degree of risk. See “Risk Factors” on page 5 of this prospectuslaws and, in the documents incorporated by reference into this prospectus, as updated by the applicable prospectus supplement, any related free writing prospectus and other future filings we make with the Securities and Exchange Commission thatsuch, are incorporated by reference into this prospectus, for a discussion of the factors we urge yousubject to consider carefully before deciding to purchase our securities.reduced public company reporting requirements.

We may sell these securities directly to investors, through agents designatedamend or supplement this prospectus from time to time by filing amendments or to or through underwriters or dealers. For additional information onsupplements as required. You should read the methods of sale, please see the section titled “Plan of Distribution” in this prospectus. If any underwriters are involved in the sale of any securities with respect to which thisentire prospectus is being delivered, the names of such underwriters and any applicable commissionsamendments or discounts will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2017July 14, 2021.

TABLE OF CONTENTS

You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the selling shareholders have authorized anyone to provide you with different information. Neither we nor the selling shareholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus, any applicable prospectus supplement or any documents incorporated by reference is accurate as of any date other than the date of the applicable document. Since the respective dates of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.

ABOUT THIS PROSPECTUSSUMMARY

This prospectusThe following summary highlights some information from this prospectus. It is part of a registration statement that we filed with the Securitiesnot complete and Exchange Commission, or the SEC, under the Securities Act of 1933, as amended, or the Securities Act, using a “shelf” registration process. Under this process, we may, from time to time, offer and sell, either individually or in combination, in one or more offerings, up to a total dollar amount of $50.0 million anydoes not contain all of the securities described ininformation that you should consider before making an investment decision. You should read this prospectus.

Thisentire prospectus, provides a general description ofincluding the securities we may offer. Each time we sell securities under this prospectus, we will, to“Risk Factors” section on page 4, the extent required by law, provide a prospectus supplement that will contain specific information aboutfinancial statements and related notes and the terms of that offering. We may also authorize one orother more free writing prospectuses to be provided to you that may contain material information relating to a particular offering. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. To the extent there is a conflict between any statement contained in this prospectus, any applicable prospectus supplement, any related free writing prospectus or any document incorporated by reference into this prospectus, the statement in the document having the later date modifies or supersedes the earlier statement.

Thedetailed information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document, and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or the time of any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

You may rely only on the information contained in,elsewhere or incorporated by reference into this prospectus and any applicable prospectus supplement, or the information contained in any free writing prospectus we have authorized for use in connection with a specific offering. We have not authorized anyone to provide you with different or additional information. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.

As permitted by SEC rules and regulations, the registration statement of which this prospectus forms a part includes additional information not contained in this prospectus. This prospectus also contains summaries of certain provisions of the documents described herein, but all summaries are qualified in their entirety by reference to the actual documents. You may read the registration statement and the other reports we file with the SEC, and you may obtain copies of the actual documents summarized herein (if and when filed with the SEC), at the SEC’s website or at its offices described in the section of this prospectus titled “Where You Can Find More Information.”

The representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

SUMMARY

This summary highlights information contained elsewhere in this prospectus. Before making an investment decision, please carefully read this entire prospectus and the documents incorporated by reference into this prospectus, especially the “Risk Factors” section of this prospectus and our financial statements and the related notes incorporated by reference into this prospectus. In this prospectus, unless the context otherwise requires, the terms “OncoCyte,” “we,” “us” or “our” refer to OncoCyte Corporation.supplement.

Overview

We are a molecular diagnostics company focused on developing and commercializing proprietary laboratory-developed tests, or LDTs, to serve unmet medical needs across the cancer care continuum. Our mission is to develop highly accurate, easyprovide actionable information to administer, non-invasivephysicians and patients at critical decision points to optimize diagnosis and treatment decisions, improve patient outcomes, and reduce overall cost of care. We have prioritized lung cancer as our first indication. Lung cancer remains the leading cause of cancer death in the United States, despite the availability of molecular testing and novel therapies to treat patients.

Our first commercial diagnostic test is a proprietary treatment stratification test called DetermaRx™ that identifies which patients with early stage non-small cell lung cancer may benefit from chemotherapy, resulting in a significantly higher, five-year survival rate. We are also developing multi-gene molecular, laboratory-developed diagnostic tests that we have branded as DetermaIO™. DetermaIO™ is a proprietary gene expression assay with promising data supporting its potential to improvehelp identify patients likely to respond to checkpoint inhibitor drugs. This new class of drugs modulates the standardimmune response and shows activity in multiple solid tumor types including non-small cell lung cancer, and triple negative breast cancer. DetermaIO™ is presently available for research use but one of careour goals is to complete development of that assay and to make it available for cancer diagnosisclinical use later this year. We also perform assay development and clinical testing services for pharmaceutical and biotechnology companies.

We recently added to better meetour diagnostic test pipeline DetermaCNI™, a patented, blood-based test for immunotherapy monitoring. DetermaCNI was developed by Chronix Biomedical, Inc., which we acquired through a merger in April 2021. We plan to make the needs of patients, physiciansDetermaCNI monitor test available initially as a research tool.

Other tests in our development pipeline include DetermaTx™, a test that we are targeting for commercial launch later this year and payers. Our initial focus will be confirmatory diagnostics, utilizing novel liquid biopsy technology, for use in conjunction with imagingthat is intended to confirm initial suspicious imaging results such as lung nodules and breast lumps within certain oncology indications. In addition, we may develop screening diagnostics as potential replacements for screening imaging protocols that do not meetcompliment DetermaIO™ by assessing the needs of patients, health care providers or payers. For some indications, we may also pursue the probability of recurrencemutational status of a specific cancer throughtumor to help identify the appropriate targeted therapy. We also plan to initiate the development of prognostics; or companion diagnostics that helpDetermaMx™ as a physician determine which therapy is the optimal treatmentblood based test to monitor cancer patients for the patient.recurrence of their disease.

Our initial liquid biopsy diagnostic tests will be confirmatory diagnostics and are being developed to reduce false positive results associated with current diagnostic protocols. These new diagnostic tests are intended to:

We are currently developing diagnostic tests for three types of cancer: lung cancer, breast cancer, and bladder cancer. Our strategic focus is to develop diagnostic tests in areas of high unmet need.

We received Clinical Laboratory Improvements Amendments, or CLIA, certification of registration from the Centers for Medicare and Medicaid Services. In addition, our laboratory has passed inspection by the California Department of Public Health and is now fully licensed and operational.

Corporate Information

We were incorporated in 2009 in the state of California. Our principal executive offices are located at 1010 Atlantic Avenue, Suite 102, Alameda,15 Cushing, Irvine, California 94501.92618. Our telephone number is (510) 775-0515.(949) 409-7600. Our website address is www.oncocyte.com.www.oncocyte.com. Information contained on, or accessiblethat can be accessed through, our website, is not, a part of, and isshall not incorporated into, this prospectus, and referencesbe deemed to our websitebe, incorporated in this prospectus are inactive textual references only.We weresupplement or considered a majority-owned subsidiary of BioTime, Inc., or BioTime, until February 17, 2017, when BioTime’s shareholdings became less than 50% of our outstanding shares of common stock.part thereof.

TheRISK FACTORS

Any investment in our common stock involves a high degree of risk. Before deciding whether to purchase our common stock, investors should carefully consider the risks described below together with the “Risk Factors” described in our most recent Annual Report on Form 10-K which are incorporated herein by reference, as may be amended, supplemented or superseded from time to time by other reports we file with the U.S. Securities and Exchange Commission (“SEC”). Our business, financial condition, operating results and prospects are subject to the following material risks as well as those material risks incorporated by reference. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our common stock could decline, and our shareholders may lose all or part of their investment in the shares of our common stock.

We May Offerare an emerging growth company and a smaller reporting company under U.S. securities laws and may take advantage of the reduced disclosure and governance requirements applicable to emerging growth companies and smaller reporting companies, which could make our common stock less attractive to investors.

We are an emerging growth company and smaller reporting company and may take advantage of certain exemptions from timevarious reporting requirements that are otherwise applicable to time in one public companies that are not emerging growth companies and/or more offerings, offer and sell up to $50.0 million in the aggregate of common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, or any combination of the foregoing, either individually or as units comprised of one or more of the other securities. The prices and terms of our offer and sale of such securities will be determined by market conditions at the time of offering. Each time we offer securities under this prospectus, we will provide offerees with a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities being offered,smaller reporting companies including, to the extent applicable:but not limited to:

The prospectus supplementMoreover, we also are eligible under the Jumpstart Our Business Startups Act of 2012 for an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or supplements to the auditor’s report providing additional information about the audit and any related free writing prospectus thatthe financial statements. We may take advantage of these reporting exemptions until we no longer are an emerging growth company. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (“Securities Act”); (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. Even after we no longer qualify as an emerging growth company, we may authorizestill continue to be providedqualify as a “smaller reporting company,” which would allow us to you may also add, update or change information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the timetake advantage of many of the effectivenesssame exemptions from the disclosure requirements described above, including not being required to comply with the auditor attestation requirements of Section 404 of the registration statement of which this prospectus forms a part.Sarbanes-Oxley Act, and being subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statement.

The following is a general summary of the securitiesWe cannot predict if investors will find our common stock less attractive because we may offer with this prospectus. For more specific information regarding any offering of securities, please read the prospectus supplement and any free writing prospectus that we may authorize to be provided to you in connection withrely on these exemptions. If some investors find our common stock less attractive as a particular offering, together with any exhibits thatresult, there may be filed setting forth the terms of the securities.a less active trading market for our common stock and our stock price may be more volatile.

Common StockA sale of a substantial number of shares of common stock by the selling shareholders may cause the price of our common stock to decline.

Our ArticlesIf our shareholders sell, or the market perceives that our shareholders intend to sell for various reasons, substantial amounts of Incorporation currently authorizeour common stock in the issuancepublic market, the price of upour common stock may decline. Additionally, such conditions may make it more difficult for us to 50,000,000sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

The price of our stock may rise and fall rapidly.

The market price of our common stock, like that of the shares of many biotechnology companies, may be highly volatile. The price of our common stock no par value. Asmay rise or fall rapidly as a result of August 7, 2017, there were outstanding 31,336,487 sharesa number of factors, including:

Many of these factors are beyond our control. The stock no par value. Each holdermarkets in general, and the market for pharmaceutical and biotechnological companies in particular, have been experiencing extreme price and volume fluctuations, which have affected the market price of record of common stock is entitled to one vote for each outstanding share owned, on every matter properly submittedthe equity securities without regard to the shareholders for their vote. Subject to any dividend rights of holders of anyoperating performance of the preferred stock that weissuing companies. Broad market fluctuations, as well as industry factors and general economic and political conditions, may issue from time to time, holdersadversely affect the market price of our common stock are entitled to any dividend declared by our board of directors out of funds legally available for that purpose. We have never paid cash dividends on our capital stock and we do not anticipate paying cash dividends in the foreseeable future, but intend to retain our capital resources for reinvestment in our business.stock.

Preferred Stock

Our Articles of Incorporation currently authorizeWe will not receive any proceeds from the issuance of up to 5,000,000 shares of preferred stock, no par value. We may issue preferred stock in one or more series, at any time, with such rights, preferences, privileges and restrictions as our board of directors may determine, all without further action of our shareholders. Any series of preferred stock which may be authorized by our board of directors in the future may be senior to and have greater rights and preferences than our common stock. There are no shares of preferred stock presently outstanding and we have no present plan, arrangement, or commitment to issue any preferred stock.

Debt Securities

We may offer general debt obligations, which may be secured or unsecured, senior or subordinated and convertible into common stock. In this prospectus, we refer to debt securities having any or all of these features as the “debt securities.” We may issue debt securities under a note purchase agreement or under an indenture to be entered between us and a trustee. A formsale of the indenture is included as an exhibitResale Shares by the selling shareholders pursuant to the registration statement of which this prospectus forms a part. The indenture does not limit the amount of securities that may be issued under it and provides that debt securities may be issued in one or more series. Senior debt securities will have the same rank as other indebtedness that is not subordinated. Subordinated debt securities will be subordinated to any senior debt on terms set forth in the applicable prospectus supplement. In addition, subordinated debt securities will be effectively subordinated to creditors and preferred shareholders of our subsidiaries. Our board of directors will determine the terms of each series of debt securities we may offer.

In addition to the form of indenture, supplemental indentures and forms of debt securities containing the terms of debt securities we may offer under this prospectus will be filed as exhibits to the registration statement of which this prospectus forms a part, or will be incorporated by reference from another report that we file with the SEC.

Warrantsprospectus.

We are registering the Resale Shares that were, or may offer warrants forbe, issued by us to the purchaseselling shareholders to permit the resale of these shares of common stock preferred stock or debt securities.from time to time after the date of this prospectus. We may issue the warrants by themselves or together with shares or common stock or preferred stock or with debt securities, and the warrants may be attached to or separate fromwill not receive any offered securities. Our board of directors will determine the terms of the warrants, includingproceeds from the class andnumbersale by the selling shareholders of underlying shares, the purchase price and any other rights and privileges, which will be set forth in theform of warrant or the warrant agreement and warrant certificate.Resale Shares.

UnitsDISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

We may offer units comprised ofThis prospectus and the documents incorporated by reference into this prospectus and any combination of our common stock, preferred stock, debt securities or warrants to purchase any of these securities, in one or more series. We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent, which will be a bank or trust company that we select. We will indicate the name and address of any unit agent in the applicable prospectus supplement relatingmay contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), about the Company and its subsidiaries. These forward-looking statements are intended to a particular seriesbe covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of units.1995. Forward-looking statements are not statements of historical fact, and can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “could,” “should,” “projects,” “plans,” “goal,” “targets,” “potential,” “estimates,” “pro forma,” “seeks,” “intends,” or “anticipates” or the negative thereof or comparable terminology. Forward-looking statements include, among other things, statements about:

We caution our shareholders and other readers not to place undue reliance on such statements.

RISK FACTORS

InvestingYou should read this prospectus and the documents incorporated by reference completely and with the understanding that our actual future results may be materially different from what we currently expect. Our business and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results may materially differ from those contained in our securities involves a high degree ofany forward-looking statements. Such risks, uncertainties and other factors that could cause actual results to differ from those projected include, but are not limited to, the risk and uncertainty. Before making an investment decision with respect to our securities, we urge you to carefully considerfactors set forth herein under the risks described in thetitle “Risk Factors,” section ofin our Annual Report on Form 10-K for the year ended December 31, 20162020, as may be amended, supplemented or superseded from time to time by other reports we file with the SEC, and our Quarterly Reports on Form 10-Q forelsewhere in the quarterly period ended March 31, 2017 and June 30, 2017, which aredocuments incorporated by reference into this prospectus. We expectprospectus and any applicable prospectus supplement.

You should assume that the information appearing in this prospectus and any document incorporated herein by reference is accurate as of its date only. Because the risk factors referred to update these riskabove could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which the statement is made. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in the periodic and current reports that we file with the SECany forward-looking statements. All written or oral forward-looking statements attributable to us or any person acting on our behalf made after the date of this prospectus which will be incorporatedand any applicable prospectus supplement are expressly qualified in their entirety by reference into this prospectus. Please also carefully consider the other information includedrisk factors and cautionary statements contained in orand incorporated by reference into this prospectus as may be updatedand any applicable prospectus supplement. Unless required by our subsequent filings underlaw, we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the Securities Exchange Actdate of 1934, as amended, or the Exchange Act. In connection withthis prospectus and any specific offering, we also expect to provide risk factors and other information in the applicable prospectus supplement or into reflect the occurrence of unanticipated events.

USE OF PROCEEDS

The net proceeds from any related free writing prospectus. If one or moredisposition of the adverse events relevantResale Shares covered hereby will be received by the selling shareholders. We will not receive any of the proceeds from any such Resale Shares offered by this prospectus.

SELLING SHAREHOLDERS

This prospectus relates to these risks and uncertainties actually occurs, our business, financial condition, and resultsthe offering of operations could be severely harmed. This could cause the trading priceup to 9,436,465 shares of our securitiescommon stock issued or to decline,be issued to the selling shareholders named herein in connection with our acquisitions of Razor Genomics, Inc. (“Razor”) and you could lose allChronix Biomedical, Inc. (“Chronix”) in the first half of 2021.

Resale Shares Issued in Connection with our Acquisition of Razor

We issued 982,318 of the Resale Shares (“Razor Resale Shares”) to certain selling shareholders on or partabout February 24, 2021 pursuant to a Subscription and Stock Purchase Agreement, dated September 4, 2019 (“Razor Purchase Agreement”), by and among Oncocyte, Encore Clinical, Inc. (“Encore”), and Razor, and pursuant to certain Minority Holder Stock Purchase Agreements of your investment. Additional riskslike tenor with the shareholders of Razor other than Encore (“Minority Purchase Agreements”). As a result of the acquisition, Razor is now a wholly-owned subsidiary of Oncocyte. The Razor Resale Shares were issued to the former shareholders of Razor without registration under the Securities Act in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and uncertainties not presently known to us or that we currently deem immaterial also may have similar adverse effects on us.Regulation D promulgated thereunder.

Resale Shares Issued and Issuable in Connection with our Acquisition of Chronix

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In connection with our acquisition of Chronix pursuant to the Amended and Restated Agreement and Plan of Merger (“Merger Agreement”), dated as of April 15, 2021 (“Closing Date”), by and among the Company, CNI Monitor Sub, Inc., Chronix, the shareholders party thereto and David MacKenzie as the equityholder representative, we delivered 647,911 shares of our common stock (“Chronix Closing Shares”) as of the Closing Date to certain selling shareholders pursuant to the Merger Agreement. We may also issue up to 7,213,089 Earnout Shares that may become issuable to certain selling shareholders as earnout payments pursuant to the terms of the Merger Agreement contingent upon the achievement of milestones specified in the Merger Agreement and/or up to 593,147 Restructured Shares that may become issuable to certain named selling shareholders as payments for restructured liabilities incurred by Chronix pursuant to the terms of agreements between us and such selling shareholders contingent upon whether we elect to pay all of a portion of the payments to the selling shareholder in shares of our common stock. However, pursuant to the Merger Agreement, we cannot issue all 7,213,089 Earnout Shares and all 593,147 Restructured Shares because the maximum number of our shares of common stock issuable under the Merger Agreement is 7,861,000 which is inclusive of the Chronix Closing Shares we have already issued. Nonetheless, we have included the maximum number of Earnout Shares and Restructured Shares in the total Resale Shares registered for resale pursuant to this prospectus because we have not yet determined the actual number of Earnout Shares and/or Restructured Shares we will issue in lieu of cash if the milestones set forth in the Merger Agreement are achieved. The shares issued pursuant to the Merger Agreement were or will be issued without registration under the Securities Act in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder to persons reasonably believed to be “accredited investors” as defined in Rule 501 under the Securities Act, or pursuant to Regulation S under the Securities Act to non-U.S. persons located outside the United States.

Certain statements contained herein are forward-looking statements, within the meaningThe Earnout Shares have not been earned and have not been issued as of the Private Securities Litigation Reform Actdate of 1995, including statements pertainingthis prospectus. The Merger Agreement provides for earnout payments of up to $14 million upon the achievement of certain milestones set forth therein, subject to offset for certain liabilities of Chronix. For purposes of this prospectus, we have calculated the number of Earnout Shares based on the assumption that the maximum number of shares of our common stock that remains available for issuance pursuant to the resultsMerger Agreement may be issued as earnout payments. The actual number of CLIAEarnout Shares issued to the selling shareholders as earnout payments, if any, could be materially less than 7,213,089 shares of common stock depending on (a) whether and validity studiesto what extent the applicable future milestones are achieved, (b) the amount of offsets for certain liabilities of Chronix, (c) whether we elect to pay all or a portion of the earnout payments to the selling shareholders in shares of our lung cancer test,common stock, and (d) the actual closing price of our ability to implement commercialization plans andcommon stock on the timingtrading day immediately preceding the date upon which we publicly announce that a milestone has been satisfied. Similarly, the Restructured Shares have not been issued as of these plans, as well as future financial or operating results, future growth in research, technology, clinical development, potential opportunities, and any statements about the future expectations, beliefs, goals, plans, or prospects expressed by management. Any statements that are not historical fact (including, but not limited to statements that contain words such as “will,” “believes,” “plans,” “anticipates,” “expects,” “estimates”) are forward-looking statements. Forward-looking statements involve risks and uncertainties, including risks inherent in the development or commercialization of potential diagnostic tests or products, uncertainty in the results of clinical trials or regulatory approvals, the need and ability to obtain future capital, maintenance of intellectual property rights, and the need to obtain third party reimbursement for patients’ use of any diagnostic tests we commercialize. Actual results may differ materially from the results anticipated in these forward-looking statements and as such should be evaluated together with the many uncertainties that affect our business, particularly those mentioned in the “Risk Factors” sectiondate of this prospectus, and the filingsactual number of Restructured Shares issued to the selling shareholders as payments for restructured liabilities, if any, could be materially less than 593,147 shares of common stock depending on whether we make with the SEC. The disclosure in this prospectus, including any forward-looking statement, speaks only as of its date, the date of this prospectus,elect to pay all or the date of any document incorporated by reference into this prospectus, as applicable.We disclaim any intent or obligation to update any forward-looking statement, except as required by law.

USE OF PROCEEDS

Except as described in any prospectus supplement or any free writing prospectus in connection with a specific offering, we intend to use the net proceeds from the sale of the securities offered under this prospectus for working capital and general corporate purposes, including continued development of its first assay, DetermaVu™, a confirmatory lung cancer diagnostic. We may also use a portion of the net proceedsrestructured liabilities to acquirecertain of the selling shareholders in shares of our common stock. As such, we will not issue all of the 9,436,465 shares of our common stock registered for resale pursuant to this prospectus. This presentation is not intended to constitute an indication or in-license additional product candidatesprediction of whether any of the future milestones will be achieved or complementary assets or businesses; however, we currently have no agreements, commitments or understandings to complete any such transaction.the future market price of our common stock.

We have not yet identifiedCertain Information Concerning the amounts we intend to spend on these areas or the timing of the expenditures, which will be based on many factors. Accordingly, our management will have broad discretion regarding the use of, and investors will be relying on the judgment of our management regarding the application of, the net proceeds from the sale of the securities offered under this prospectus. Pending these uses, we intend to invest the net proceeds in short-term, interest bearing, investment-grade securities. We cannot predict whether these investments will yield a favorable return.

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDSSelling Shareholders

The following table sets forth, forbased on information provided to us by or on behalf of the periods presented,selling shareholders or known to us, the names of the selling shareholders, the nature of any position, office or other material relationship, if any, which the selling shareholders have had, within the past three years, with us or with any of our ratiopredecessors or affiliates, and the number of earnings to fixed charges and our ratio of earnings to combined fixed charges and preferred stock dividends. We had no shares of preferredour common stock outstandingbeneficially owned by the selling shareholders before and no preferredafter this offering. The number of shares owned are those beneficially owned, as determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares of common stock dividend requirements during these periods, so these ratiosas to which a person has sole or shared voting power or investment power and any shares of common stock that the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. Except as otherwise set forth herein, none of the selling shareholders are a broker-dealer or an affiliate of a broker-dealer.

For each selling shareholder listed on the same. Fortable, we have calculated the maximum number of Resale Shares that could potentially become saleable by such selling shareholder pursuant to this prospectus if such selling shareholder were to receive the maximum number of Earnout Shares and Restructured Shares issuable to such selling shareholder under the Merger Agreement. When those individual amounts are aggregated, it suggests that the total number of Resale Shares saleable pursuant to this prospectus is 9,436,465. However, the total number of Resale Shares saleable pursuant to this prospectus will not exceed an aggregate of 8,843,318 shares because if any of the 593,147 Restructured Shares are issued to some of the selling shareholders then the same number of Earnout Shares will be deducted from other selling shareholders, who may receive cash in lieu of shares, because the maximum number of our shares we can issue under the Merger Agreement cannot exceed 7,861,000 shares. We have already issued the Chronix Closing Shares under the Merger Agreement, and we can only issue up to 7,213,089 additional shares as Earnout Shares and/or Restructured Shares under the Merger Agreement.

For purposes of computing these ratios, “earnings” consistcalculating the number of our net loss plus our fixed charges, and “fixed charges” consist of an estimateResale Shares saleable pursuant to this prospectus, we have assumed that all of the interest within rental expense,Resale Shares issued or issuable to the interest payments on our loan payableselling shareholders covered by this prospectus are sold and that the selling shareholders acquire no additional shares of common stock before the completion of this offering. However, because the selling shareholders can offer all, some, or none of their Resale Shares, no definitive estimate can be given as to Silicon Valley Bank, amortizationthe number of debt discount onResale Shares that the loan payable to Silicon Valley Bank, andselling shareholders will ultimately offer or sell under this prospectus or the interest payments on our equipment leases.

In eachnumber of Resale Shares that will be held by the periods presented, earnings were insufficient to cover fixed charges and preferred stock dividends, and the extentselling shareholders upon termination of such deficiencies in each period is shown below.

this offering.