OncoCyte (OCX) 10-Q 14 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 08, 2018
Document And Entity Information
Entity Registrant Name	OncoCyte Corp
Entity Central Index Key	1,642,380
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		40,664,496
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

Condensed Balance Sheets

Condensed Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2018		Dec. 31, 2017
CURRENT ASSETS
Cash and cash equivalents	$ 10,294		$ 7,600
Marketable equity securities	728		760
Prepaid expenses and other current assets	382		168
Total current assets	11,404		8,528
NONCURRENT ASSETS
Intangible assets, net (Note 3)		[1]	746
Machinery and equipment, net	615		822
Deposits	177		120
TOTAL ASSETS	12,196		10,216
CURRENT LIABILITIES
Amount due to BioTime and affiliates	2,100		2,099
Accounts payable	232		175
Accrued expenses and other current liabilities	1,043		1,042
Loan payable, current	800		800
Capital lease liability, current	310		338
Total current liabilities	4,485		4,454
LONG-TERM LIABILITIES
Loan payable, net of deferred financing costs, noncurrent	713		1,070
Capital lease liability, noncurrent	152		289
TOTAL LIABILITIES	5,350		5,813
Commitments and contingencies (see Note 9)
STOCKHOLDERS' EQUITY
Preferred stock, no par value, 5,000 shares authorized; none issued and outstanding
Common stock, no par value, 50,000 shares authorized; 39,408 and 31,452 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	70,695		59,968
Accumulated other comprehensive loss			(888)
Accumulated deficit	(63,849)		(54,677)
Total stockholders' equity	6,846		4,403
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 12,196		$ 10,216
[1]	As part of OncoCyte's impairment assessment of its intangible assets, OncoCyte determined that these assets were impaired as of June 30, 2018 and, accordingly, OncoCyte recorded a noncash charge of $625,000 representing the net book value of those assets as of that date, and included that charge in research and development expenses for the three and six months ended June 30, 2018. The impairment was primarily due to OncoCyte's decision to discontinue any further utilization of the underlying patents, patent applications and licenses since those assets are for therapeutic use and not for diagnostic use, as OncoCyte continues to devote all of its research and development resources and commercialization efforts to cancer diagnostic tests. Research and development expenses for the three and six months ended June 30, 2018 also include $60,000 and $121,000, respectively, in amortization expenses related to these intangible assets recorded prior to the impairment charge. For the three and six months ended June 30, 2017, research and development expenses include $60,000 and $121,000 of amortization of intangible assets, respectively.

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, no par value
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, no par value
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	39,408,000	31,452,000
Common stock, shares outstanding	39,408,000	31,452,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
EXPENSES:
Research and development	$ 2,322	$ 1,997	$ 3,784	$ 3,831
General and administrative	1,335	1,115	3,122	3,158
Sales and marketing	569	477	1,227	1,132
Total operating expenses	4,226	3,589	8,133	8,121
Loss from operations	(4,226)	(3,589)	(8,133)	(8,121)
OTHER INCOME (EXPENSES), NET
Interest expense, net	(56)	(65)	(117)	(79)
Unrealized loss on marketable equity securities	(223)		(32)
Loss on sale of available-for-sale securities and other expenses, net		(150)	(2)	(309)
Total other expenses, net	(279)	(215)	(151)	(388)
NET LOSS	$ (4,505)	$ (3,804)	$ (8,284)	$ (8,509)
Net loss per share; basic and diluted	$ (0.12)	$ (0.13)	$ (0.24)	$ (0.29)
Weighted average common shares outstanding: basic and diluted	38,708,000	29,398,000	35,211,000	29,183,000

Condensed Statements of Compreh

Condensed Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Statement of Comprehensive Income [Abstract]
NET LOSS	$ (4,505)	$ (3,804)	$ (8,284)	$ (8,509)
Other comprehensive loss, net of tax:
Realized loss on sale of available-for-sale securities		142		293
Unrealized loss on available-for-sale securities		(97)		(174)
COMPREHENSIVE LOSS	$ (4,505)	$ (3,759)	$ (8,284)	$ (8,390)

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (8,284)	$ (8,509)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	207	144
Amortization of intangible assets	121	121
Impairment charge for intangible assets	625
Stock-based compensation	735	696
Loss on sale of BioTime shares	2	309
Unrealized loss on BioTime shares	32
Warrants issued to certain shareholders as inducement of exercise of warrants		1,084
Amortization of debt issuance costs	44	30
Other	22
Changes in operating assets and liabilities:
Amount due to BioTime and affiliates	1	(313)
Prepaid expenses and other current assets	(214)	(194)
Accounts payable and accrued liabilities	1	61
Net cash used in operating activities	(6,710)	(6,571)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net proceeds from sale of BioTime shares		934
Purchase of equipment	(22)	(55)
Net cash provided by (used in) investing activities	(22)	879
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of options	56	257
Proceeds from exercise of warrants		2,031
Proceeds from sale of common shares	10,000
Proceeds from issuance of loan payable, net of financing costs		1,982
Financing costs to issue common shares	(65)
Repayment of loan payable	(400)
Repayment of capital lease obligations	(165)	(108)
Net cash provided by financing activities	9,426	4,162
NET INCREASE IN CASH AND CASH EQUIVALENTS	2,694	(1,530)
CASH AND CASH EQUIVALENTS:
At beginning of the period	7,600	10,174
At end of the period	$ 10,294	$ 8,644

Organization, Description of th

Organization, Description of the Business and Liquidity	6 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Description of the Business and Liquidity	1. Organization, Description of the Business and Liquidity OncoCyte Corporation (“OncoCyte”) is a developer of novel, non-invasive blood-based tests for the early detection of cancer. It is focused on developing molecular cancer diagnostics utilizing a discovery platform that focuses on identifying genetic markers that are differentially expressed in certain types of cancers. OncoCyte efforts have focused on developing diagnostic tests for use in detecting lung, bladder, and breast cancers. OncoCyte is currently devoting substantially all of its efforts on developing its lung cancer diagnostic test DetermaVu TM OncoCyte was incorporated in 2009 in the state of California and was formerly a majority-owned subsidiary of BioTime, Inc. (“BioTime”), a publicly traded, clinical-stage, biotechnology company targeting degenerative diseases, primarily in the fields of ophthalmology, aesthetics and cell/drug delivery. Beginning on February 17, 2017, OncoCyte ceased to be a subsidiary of BioTime for financial reporting purposes when BioTime’s percentage ownership of outstanding OncoCyte common stock declined below 50% as a result of the issuance of additional OncoCyte common stock to certain investors who exercised OncoCyte stock purchase warrants (see Notes 4 and 6). Basis of presentation The unaudited condensed interim financial statements presented herein, and discussed below, have been prepared on a stand-alone basis in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities Exchange Commission (the “SEC”). In accordance with those rules and regulations certain information and footnote disclosures normally included in comprehensive financial statements have been condensed or omitted. The condensed balance sheet as of December 31, 2017 was derived from the audited financial statements at that date, but does not include all the information and footnotes required by GAAP. These condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in OncoCyte’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2017. The accompanying condensed interim financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of OncoCyte’s financial condition and results of operations. The condensed results of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year. Prior to February 17, 2017, BioTime consolidated the results of OncoCyte into BioTime’s consolidated results based on BioTime’s ability to control OncoCyte’s operating and financial decisions and policies through its majority ownership of OncoCyte common stock. Beginning on February 17, 2017, BioTime’s percentage ownership of the outstanding OncoCyte common stock declined below 50%, resulting in a loss of “control” of OncoCyte under GAAP and, as a result, BioTime deconsolidated OncoCyte’s financial statements from BioTime’s consolidated financial statements. As a result of this deconsolidation, OncoCyte is no longer considered a subsidiary of BioTime under GAAP with effect from February 17, 2017. OncoCyte remains an affiliate of BioTime based on BioTime’s retained share ownership in OncoCyte, which is sufficient to allow BioTime to exert significant influence over the operations and management of OncoCyte. To the extent OncoCyte does not have its own office and laboratory facilities, employees, or human resources for its operations, BioTime provides OncoCyte with use of its facilities and employees for administrative or operational services, as necessary, for the benefit of OncoCyte under the terms of a Shared Facilities and Services Agreement (the “Shared Facilities Agreement”). See Note 4. Accordingly, BioTime allocates expenses such as salaries and payroll related expenses incurred and paid on behalf of OncoCyte based on the amount of time that particular employees devote to OncoCyte affairs. Other expenses, such as legal, accounting, human resources, marketing, travel, and entertainment expenses are allocated to OncoCyte to the extent that those expenses are incurred by or on behalf of OncoCyte. BioTime also allocates certain overhead expenses such as facilities rent and utilities, property taxes, insurance, internet and telephone expenses based on a percentage determined by management. Overhead allocations are made based upon allocation drivers such as percentage of square feet of office or laboratory space used, and percentage of personnel devoted to OncoCyte’s operations or management. See Note 2. Management evaluates the appropriateness of the percentage allocations on a periodic basis and believes that this basis for allocation is reasonable. OncoCyte previously granted stock options to employees of BioTime, or employees of other BioTime subsidiaries who performed services for OncoCyte, and OncoCyte recorded stock-based compensation expense in the accompanying condensed statements of operations for the services performed in the periods presented. Liquidity Since inception, OncoCyte has financed its operations through the sale of common stock and warrants, warrant exercises, a bank loan, and sales of BioTime common shares that it holds as marketable equity securities. BioTime also provided OncoCyte with the use of BioTime facilities and services under a Shared Facilities Agreement as described in Note 4. OncoCyte has incurred operating losses and negative cash flows since inception and had an accumulated deficit of $63.8 million as June 30, 2018. OncoCyte expects to continue to incur operating losses and negative cash flows for the near future . At June 30, 2018, OncoCyte had $10.3 million of cash and cash equivalents and held BioTime common shares as marketable equity securities valued at $728,000 and, as further discussed in Note 10, on July 31, 2018, OncoCyte completed a financing in which it received approximately $3.3 million in net proceeds after deducting placement fees and other estimated expenses OncoCyte believes that its current cash, cash equivalents and marketable equity securities is sufficient to carry out current operations through at least twelve months from the issuance date of the condensed interim financial statements included in this Report. OncoCyte will need to raise additional capital to finance its operations, including the development of its cancer diagnostic tests, until such time as it is able to complete development and commercialize one or more diagnostic tests and generate sufficient revenues to cover its operating expenses. OncoCyte continues to devote substantially all of its research and development resources to the completion of the development of DetermaVu™. Delays in the development of DetermaVu™ could prevent OncoCyte from raising sufficient additional capital to finance the completion of development and commercial launch of DetermaVu™ or other cancer diagnostic tests. Even if OncoCyte is successful in completing the development of DetermaVu™, i OncoCyte DetermaVu™ is approved for reimbursement by . The unavailability or inadequacy of financing or revenues to meet future capital needs could force OncoCyte to modify, curtail, delay, or suspend some or all aspects of planned operations. Sales of additional equity securities could result in the dilution of the interests of its shareholders. OncoCyte cannot assure that adequate financing will be available on favorable terms, if at all.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Research and development expenses Research and development expenses include both direct expenses incurred by OncoCyte and indirect overhead costs allocated by BioTime that benefit or support OncoCyte’s research and development functions. Direct research and development expenses consist primarily of personnel costs and related benefits, including stock-based compensation, outside consultants and suppliers. Indirect research and development expenses allocated by BioTime to OncoCyte under the Shared Facilities Agreement (see Note 4), are primarily based on headcount or space occupied, as applicable, and include laboratory supplies, laboratory expenses, rent and utilities, common area maintenance, telecommunications, property taxes and insurance. Research and development costs are expensed as incurred. General and administrative expenses General and administrative expenses include both direct expenses incurred by OncoCyte and indirect overhead costs allocated by BioTime that benefit or support OncoCyte’s general and administrative functions. Direct general and administrative expenses consist primarily of compensation and related benefits, including stock-based compensation, for executive and corporate personnel, and professional and consulting fees. Indirect general and administrative expenses allocated by BioTime to OncoCyte under the Shared Facilities Agreement (see Note 4) are primarily based on headcount or space occupied, as applicable, and include costs for financial reporting and compliance, rent and utilities, common area maintenance, telecommunications, property taxes and insurance. Sales and marketing expenses Sales and marketing expenses consist primarily of personnel costs and related benefits, including stock-based compensation, trade shows and booths, branding and positioning, and outside consultants. Indirect sales and marketing expenses allocated by BioTime, primarily based on OncoCyte’s headcount or space occupied, as applicable, include costs for rent and utilities, common area maintenance, telecommunications, property taxes and insurance, incurred by BioTime and allocated to us under the Shared Facilities Agreement. Accounting for BioTime shares OncoCyte accounts for the BioTime shares it holds as marketable equity securities in accordance with ASC 320-10-25, Investments – Debt and Equity Securities Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities , Beginning on January 1, 2018, with the adoption of ASU 2016-01 discussed below, these securities are now called “marketable equity securities” and unrealized holding gains and losses on these securities are reported in the condensed statements of operations in other income and expenses, net. Prior to January 1, 2018 and the adoption of ASU 2016-01, these securities were called “available-for-sale securities” and unrealized holding gains and losses were reported in other comprehensive income or loss, net of tax, and were a component of the accumulated other comprehensive income or loss on the condensed balance sheet. Realized gains and losses are included in other income and expenses, net, in the condensed statements of operations. On January 1, 2018, in accordance with the adoption of ASU 2016-01, OncoCyte recorded a cumulative-effect adjustment for these available-for-sale-securities to reclassify the unrealized loss of $888,000 included in accumulated other comprehensive loss to the accumulated deficit balance. For the three and six months ended June 30, 2018, OncoCyte recorded an unrealized loss of $223,000 and $32,000, respectively, included in other income and expenses, net, due to the decrease in fair market value of the marketable equity securities from the respective balance sheet dates. During the six months ended June 30, 2017, OncoCyte sold 266,442 shares of BioTime stock for net proceeds of $934,000 and used those proceeds to pay down amounts owed to BioTime and affiliates (see Note 4). OncoCyte recognized a $155,000 and $309,000 loss from the sale of the BioTime shares for the three and six months ended June 30, 2017, respectively, included in other income and expenses, net. OncoCyte did not sell any shares of BioTime stock during the six months ended June 30, 2018. As of June 30, 2018, OncoCyte held 353,264 Net loss per common share All potentially dilutive common stock equivalents are antidilutive because OncoCyte reported a net loss for all periods presented. Three Months Ended June 30, Six Months Ended June 30, (Unaudited) (Unaudited) 2018 2017 2018 2017 Stock options 3,477 931 2,894 931 Warrants 2,779 3,049 2,779 3,049 Recently Issued Accounting Pronouncements Certain recently issued accounting pronouncements applicable to OncoCyte that are not yet effective are disclosed in OncoCyte’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2017.

Selected Balance Sheet Componen

Selected Balance Sheet Components	6 Months Ended
	Jun. 30, 2018
Balance Sheet Related Disclosures [Abstract]
Selected Balance Sheet Components	3. Selected Balance Sheet Components Accrued expenses and other current liabilities As of June 30, 2018 and December 31, 2017, prepaid expenses and other current assets were comprised of the following (in thousands): June 30, 2018 (Unaudited) December 31, 2017 Accrued compensation $ 483 $ 636 Accrued vendors and other expenses 560 406 Accrued expenses and other current liabilities $ 1,043 $ 1,042 Intangible assets, net As of June 30, 2018 and December 31, 2017, intangible assets, consisting primarily of acquired patents, patent applications, and licenses to use certain patents, June 30, 2018 (Unaudited) (1) December 31, 2017 Intangible assets $ 2,419 $ 2,419 Accumulated amortization (2,419 ) (1,673 ) Intangible assets, net $ - $ 746 (1) OncoCyte continues to devote all of its research and development resources and commercialization efforts to cancer diagnostic tests. Research and development expenses for the three and six months ended June 30, 2018 also include $60,000 and $121,000, respectively, in amortization expenses related to these intangible assets recorded prior to the impairment charge. For the three and six months ended June 30, 2017, research and development expenses include $60,000 and $121,000 of amortization of intangible assets, respectively. Machinery and equipment, net As of June 30, 2018 and December 31, 2017, machinery and equipment, primarily comprised of assets purchased under capital leases discussed in Note 9, were as follows (in thousands): June 30, 2018 (Unaudited) December 31, 2017 Machinery and equipment $ 1,345 $ 1,479 Accumulated depreciation (730 ) (657 ) Machinery and equipment, net $ 615 $ 822 Depreciation expense amounted to $104,000 and $77,000 for the three months ended June 30, 2018 and 2017, and $207,000 and $144,000 for the six months ended June 30, 2018 and 2017, respectively.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
Related Party Transactions	4. Related Party Transactions Shared Facilities Agreement On October 8, 2009, OncoCyte and BioTime executed the Shared Facilities Agreement. Under the terms of the Shared Facilities Agreement, BioTime will allow OncoCyte to use its premises and equipment located at Alameda, California for the sole purpose of conducting business. BioTime will also provide accounting, billing, bookkeeping, payroll, treasury, payment of accounts payable, and other similar administrative services to OncoCyte. BioTime may also provide the services of attorneys, accountants, and other professionals who may also provide professional services to BioTime and its other subsidiaries. BioTime will also provide OncoCyte with the services of its laboratory and research personnel, including BioTime employees and contractors, for the performance of research and development work for OncoCyte at the premises. BioTime charges OncoCyte a Use Fee for services received and usage of facilities, equipment, and supplies. For each billing period, BioTime prorates and allocates costs incurred, as applicable, to OncoCyte, such costs include services of Bio Time employees, equipment, insurance, lease, professional, software, supplies and utilities. Allocation depends on key cost drivers including actual documented use, square footage of facilities used, time spent, costs incurred by or for OncoCyte, or upon proportionate usage by BioTime and OncoCyte, as reasonably estimated by BioTime (collectively “Use Fees”). BioTime, at its discretion, has the right to charge OncoCyte a 5% markup on such allocated costs. The Use Fee is determined and invoiced to OncoCyte on a quarterly basis for each calendar quarter of each calendar year. If the Shared Facilities Agreement terminates prior to the last day of a billing period, the Use Fee will be determined for the number of days in the billing period elapsed prior to the termination of the Shared Facilities Agreement. Each invoice will be payable in full by OncoCyte within 30 days after receipt. Any invoice, or portion thereof, not paid in full when due will bear interest at the rate of 15% per annum until paid, unless the failure to make a payment is due to any inaction or delay in making a payment by BioTime employees from OncoCyte funds available for such purpose, rather than from the unavailability of sufficient funds legally available for payment or from an act, omission, or delay by any employee or agent of OncoCyte. Through June 30, 2018, BioTime has not charged OncoCyte any interest. In addition to the Use Fees, OncoCyte will reimburse BioTime for any out of pocket costs incurred by BioTime for the purchase of office supplies, laboratory supplies, and other goods and materials and services for the account or use of OncoCyte, provided that invoices documenting such costs are delivered to OncoCyte with each invoice for the Use Fee. BioTime has no obligation to purchase or acquire any office supplies or other goods and materials or any services for OncoCyte, and if any such supplies, goods, materials or services are obtained for OncoCyte, BioTime may arrange for the suppliers thereof to invoice OncoCyte directly. The Shared Facilities Agreement will remain in effect, unless either party gives the other party written notice stating that the Shared Facilities Agreement will terminate on December 31 of that year, or unless the agreement otherwise is terminated under another provision of the agreement. In the aggregate, Use Fees charged to OncoCyte by BioTime are as follows (in thousands): Three Months Ended June 30, (unaudited) Six Months Ended June 30, (unaudited) 2018 2017 2018 2017 Research and development $ 217 $ 312 $ 438 $ 629 General and administrative 79 78 153 157 Sales and marketing 95 - 193 - Total use fees $ 391 $ 390 $ 784 $ 786 As of June 30, 2018 and December 31, 2017, OncoCyte had $2.1 million outstanding and payable to BioTime and affiliates included in current liabilities on account of Use Fees under the Shared Facilities Agreement. Since those amounts are due and payable within 30 days of being invoiced, the payables are classified as current liabilities for all periods presented. The minimum fixed payments due under the Shared Facilities Agreement are approximately $131,000 per month.

Loan Payable to Silicon Valley

Loan Payable to Silicon Valley Bank	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Loan Payable to Silicon Valley Bank	5. Loan Payable to Silicon Valley Bank On February 21, 2017, OncoCyte entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank (the “Bank”) pursuant to which OncoCyte borrowed $2 million on March 23, 2017. Payments of interest only on the principal balance were due monthly from the draw date through October 31, 2017, and, beginning on November 1, 2017, monthly payments of principal of approximately $67,000 plus interest are due and payable. The outstanding principal balance of the loan bears interest at a stated floating annual interest rate equal to the greater of (i) three-quarters of one percent (0.75%) above the prime rate or (ii) four and one-quarter percent (4.25%). As of June 30, 2018, the latest published prime rate plus 0.75% was 5.75% per annum. The outstanding principal amount plus accrued interest will be due and payable to the Bank at maturity on April 1, 2020. At maturity, OncoCyte will also pay the Bank an additional final payment fee of 5.8% of the original principal borrowed. OncoCyte accrued the $116,000 final payment fee included in the loan payable as a deferred financing cost on the March 23, 2017 draw date. OncoCyte may prepay in full the outstanding principal balance at any time, subject to a prepayment fee equal to 2.0% of the outstanding principal balance if prepaid on or before February 21, 2019, or 1.0% of the outstanding principal balance if prepaid after February 21, 2019. Any amounts borrowed and repaid may not be reborrowed. There are no amounts available to be borrowed on the Loan Agreement. The outstanding principal amount of the loan, with interest accrued, the final payment fee, and the prepayment fee may become due and payable prior to the applicable maturity date if an “Event of Default” as defined in the Loan Agreement occurs and is not cured within any applicable cure period. Upon the occurrence and during the continuance of an Event of Default, all obligations due to the Bank will bear interest at a rate per annum which is 5% above the then applicable interest rate. An Event of Default includes, among other events, failure to pay interest and principal when due, material adverse changes, which include a material adverse change in OncoCyte’s business, operations, or condition (financial or otherwise), failure to provide the bank with timely financial statements and copies of filings with the Securities and Exchange Commission, as required, legal judgments or pending or threatened legal actions of $50,000 or more, insolvency, and delisting from the NYSE American. OncoCyte’s obligations under the Loan Agreement are collateralized by substantially all of its assets other than intellectual property such as patents and trade secrets that OncoCyte owns. Accordingly, if an Event of Default were to occur and not be cured, the Bank could foreclose on its security interest in the collateral. OncoCyte was in compliance with the Loan Agreement as of the filing date of this Report. Under the provisions of the Loan Agreement, as consented by the Bank on October 26, 2017, any proceeds received by OncoCyte from sales of BioTime shares may be used by OncoCyte to fund its operations. Bank Warrants On February 21, 2017, and in conjunction with the $2.0 million becoming available under the Loan Agreement, OncoCyte issued common stock purchase warrants to the Bank (the “Bank Warrants”) entitling the Bank to purchase shares of OncoCyte common stock in tranches related to the availability and borrowing of loan funds under the Loan Agreement. In conjunction with the availability of the loan, the Bank was issued warrants to purchase 8,247 shares of OncoCyte common stock at an exercise price of $4.85 per share, through February 21, 2027. On March 23, 2017, in conjunction with borrowing $2 million, the Bank was issued warrants to purchase an additional 7,321 shares at an exercise price of $5.46 per share, through March 23, 2027. The Bank may elect to exercise the Bank Warrants on a “cashless exercise” basis and receive a number of shares determined by multiplying the number of shares for which the applicable tranche is being exercised by (A) the excess of the fair market value of the common stock over the applicable exercise price, divided by (B) the fair market value of the common stock. The fair market value of the common stock will be the last closing or sale price on a national securities exchange, interdealer quotation system, or over-the-counter market. The Bank Warrants are classified as equity since, among other factors, they are not mandatorily redeemable, cannot be settled in cash or other assets and require settlement by issuing a fixed number of shares of common stock of OncoCyte. OncoCyte determined the fair value of the Bank Warrants using the Black-Scholes option pricing model to be approximately $62,000, which was recorded as a deferred financing cost against the loan payable balance. Aggregate deferred financing costs of $196,000, recorded against the loan payable balance, are amortized to interest expense over the term of the loan using the effective interest method. As of June 30, 2018, unamortized deferred financing costs were $69,000.

Shareholders' Equity

Shareholders' Equity	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Shareholders' Equity	6. Shareholders’ Equity Preferred Stock OncoCyte is authorized to issue 5,000,000 shares of no par value preferred stock. As of June 30, 2018, no preferred shares were issued or outstanding. Common Stock OncoCyte has up to 50,000,000 shares of no par value common stock authorized. On March 28, 2018, OncoCyte entered into a securities purchase agreement with two accredited investors. The agreement provides for the private placement of 7,936,508 shares of OncoCyte’s common stock for $1.26 per share, for total gross proceeds of $10.0 million before deducting offering expenses, $8.0 million of which was received in March 2018 and $2.0 million in May 2018. The agreement contains certain registration rights. The investors are Broadwood Partners, L.P. and George Karfunkel, who beneficially own more than 5% of OncoCyte’s outstanding common stock. As of June 30, 2018, and December 31, 2017, OncoCyte had 39,407,566 (see Note 10) and 31,451,558 issued and outstanding common shares, respectively. Issuance of common stock and warrants On August 29, 2016, OncoCyte sold an aggregate of 3,246,153 immediately separable units, with each unit consisting of one share of OncoCyte common stock and one warrant to purchase one share of OncoCyte common stock (the “2016 Warrants”), at a price of $3.25 per unit (the “Offering”). The sales were made pursuant to the terms and conditions of certain Purchase Agreements between OncoCyte and the purchasers in the Offering. OncoCyte received $9.8 million in net proceeds after discounts, commissions and expenses from the Offering (see Note 10). 2016 Warrants and New Warrants The 2016 Warrants have an exercise price of $3.25 per Warrant Share, and may be exercised for five years from October 17, 2016, the date the 2016 Warrants became exercisable. The 2016 Warrants may be exercised on a net “cashless exercise” basis, meaning that the value of a portion of Warrant Shares may be used to pay the exercise price (rather than payment in cash), in certain circumstances, including if the Resale Registration Statement is not effective when and as required by the Purchase Agreements. The exercise price and the number of Warrant Shares will be adjusted to account for certain transactions, including stock splits, dividends paid in common stock, combinations or reverse splits of common stock, or reclassifications of common stock. Under certain provisions of the 2016 Warrants, in the event of a Fundamental Transaction, as defined in the 2016 Warrants, OncoCyte will use reasonable best efforts for the acquirer, or any successor entity other than OncoCyte, to assume the 2016 Warrants. If the acquirer does not assume the OncoCyte Offering Warrant obligations, then the acquirer shall pay the holders of 2016 Warrants an amount equal to the aggregate value equal to the Black Scholes Value, as defined in the 2016 Warrants. The payment of the Black Scholes Value shall be made in cash or such other consideration as the acquirer paid to the other OncoCyte shareholders in the Fundamental Transaction. OncoCyte is not required to net cash settle the 2016 Warrants under any circumstance. On February 17, 2017, certain OncoCyte investors exercised 2016 Warrants to acquire 625,000 shares of common stock at an exercise price of $3.25 per warrant for total exercise cash proceeds of $2.0 million (the “Warrant exercise”). In order to induce the investors to complete the Warrant exercise and, in conjunction with the Warrant exercise, OncoCyte issued new warrants to those investors (the “New Warrants”). Certain investors received New Warrants to purchase 200,000 shares of common stock at an exercise price of $5.50 per share and one investor received New Warrants to purchase 212,500 shares of common stock at an exercise of $3.25 per share. The New Warrants are exercisable at any time for five years from February 17, 2017. The New Warrants are classified as equity as their terms are consistent with the 2016 Warrants. For financial reporting purposes, the issuance of the New Warrants was treated as an inducement offer to certain shareholders to exercise their 2016 Warrants. Accordingly, the fair value of the New Warrants, determined using the approximating $1.1 million was recognized by OncoCyte as a noncash charge to shareholder expense included in general and administrative expenses and a corresponding increase to equity on February 17, 2017, the issuance date. On July 21, 2017, OncoCyte entered into three forms of Warrant Exercise Agreements (each, an “Exercise Agreement”) with certain holders of the 2016 Warrants providing for the cash exercise of their 2016 Warrants and the issuance of new warrants (the “July 2017 Warrants”) to them. Pursuant to one form of Exercise Agreement, two investors exercised 2016 Warrants to purchase 226,923 shares of OncoCyte’s common stock at the exercise price of $3.25 per share, and OncoCyte issued to them July 2017 Warrants expiring five years from the date of issue, to purchase 226,923 shares of common stock at an exercise price of $5.50 per share. Pursuant to a second form of Exercise Agreement, one investor exercised 2016 Warrants to purchase 540,000 shares of common stock at the exercise price of $3.25 per share, and OncoCyte issued to the investor a July 2017 Warrant, expiring five years from the date of issue, to purchase 270,000 shares of common stock at an exercise price of $3.25 per share. In this alternative form of Exercise Agreement, OncoCyte also agreed to use commercially reasonable efforts to Pursuant to a third form of Exercise Agreement, one investor exercised 2016 Warrants to purchase 1,000,000 shares of common stock at the exercise price of $3.25 per share, and OncoCyte issued to the investor (i) a July 2017 Warrant, expiring two years from the date of issue, to purchase 500,000 shares of common stock at an exercise price of $5.50 per share, and (ii) a July 2017 Warrant, expiring two years from the date of issue, to purchase 500,000 shares of common stock at an exercise price of $3.25 per share. In this alternative form of Exercise Agreement, OncoCyte also agreed to use commercially reasonable efforts to file with the SEC a registration statement covering the resale of the shares of common stock issuable upon exercise of the July 2017 Warrant and to keep it continuously effective for up to five years, subject to conditions set forth in the Exercise Agreement. In the aggregate, upon the exercise of 2016 Warrants under the Exercise Agreements, OncoCyte received gross proceeds of approximately $5.74 million and issued July 2017 Warrants to purchase 1,496,923 shares of common stock at a weighted average price of $4.34 per share. The July 2017 Warrants are classified as equity as their terms are consistent with the 2016 Warrants. For financial reporting purposes, the issuance of the July 2017 Warrants is treated as an inducement offer to certain investors to exercise their 2016 Warrants. Accordingly, the fair value of the July 2017 Warrants, determined to be approximately $3.0 million using the was recorded as a noncash charge to shareholder expense included in general and administrative expenses, and a corresponding increase was recorded to equity on July 21, 2017, the issuance date. As of June 30, 2018, OncoCyte has an aggregate of 2,779,221 warrants issued and outstanding at exercise prices ranging from $3.25 and $5.50 per warrant (see Note 10). Stock option exercises During the six months ended June 30, 2018, 19,500 shares of common stock were issued upon the exercise of stock options, from which OncoCyte received approximately $56,000 in cash proceeds.

Stock-based Compensation

Stock-based Compensation	6 Months Ended
	Jun. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-based Compensation	7. Stock-based Compensation Options Granted OncoCyte has adopted a 2010 Stock Option Plan (the “Plan”) under which 5,200,000 shares of common stock are authorized for the grant of stock options or the sale of restricted stock. The Plan also permits OncoCyte to issue such other securities as its Board of Directors or the Compensation Committee administering the Plan may determine. A summary of OncoCyte stock option activity under the Plan and related information follows (in thousands except weighted average exercise price): Options Shares Available for Grant (unaudited) Number of Options Outstanding (unaudited) Weighted Average Exercise Price (unaudited) December 31, 2017 1,384 3,390 $ 3.25 Options granted (1,121 ) 1,121 2.38 Options exercised - (20 ) 2.87 Options forfeited and canceled 126 (126 ) 5.10 June 30, 2018 389 4,365 $ 2.97 Exercisable at June 30, 2018 2,208 $ 2.70 During the six months ended June 30, 2018, OncoCyte granted 1,050,200 stock options to employees and consultants with exercise prices ranging from $2.35 per share to $2.85 per share, which will vest in increments upon the attainment of specified performance conditions related to the development of DetermaVu™ and obtaining Medicare reimbursement coverage for that test OncoCyte recorded stock-based compensation expense in the following categories on the accompanying condensed statements of operations for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Research and development $ 57 $ 163 $ (22 ) (1) $ 368 General and administrative 318 183 574 328 Sales and marketing 15 - 183 - Total stock-based compensation expense $ 390 $ 346 $ 735 $ 696 (1) The negative stock-based compensation expense is primarily attributable to the decrease in the OncoCyte stock price from $4.65 per share at December 31, 2017 to $2.55 per share at June 30, 2018 for consultant stock options which require mark-to-market adjustment each quarter for unvested shares. The assumptions that were used to calculate the grant date fair value of OncoCyte’s employee and non-employee stock option grants for the six months ended June 30, 2018 and 2017 were as follows. 2018 2017 Expected life (in years) 9.74 5.37 Risk-free interest rates 2.97 % 1.79 % Volatility 82.21 % 73.39 % Dividend yield - % - % With the adoption of ASU 2016-09, effectively January 1, 2017, forfeitures are accounted for as they occur instead of based on the number of awards that were expected to vest. The determination of stock-based compensation is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use of judgment. If OncoCyte had made different assumptions, its stock-based compensation expense and net loss for the three and six months ended June 30, 2018 and 2017 may have been significantly different. OncoCyte does not recognize deferred income taxes for incentive stock option compensation expense and records a tax deduction only when a disqualified disposition has occurred.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2018
Income Tax Disclosure [Abstract]
Income Taxes	8. Income Taxes The provision for income taxes is determined using an estimated annual effective tax rate. The effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as valuation allowances against deferred tax assets, the recognition or de-recognition of tax benefits related to uncertain tax positions, if any, and changes in or the interpretation of tax laws in jurisdictions where OncoCyte conducts business. Due to losses incurred for all periods presented, OncoCyte did not record any provision or benefit for income taxes. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. OncoCyte established a full valuation allowance for all periods presented due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	9. Commitments and Contingencies OncoCyte has certain commitments other than those under the Shared Facilities agreement discussed in Note 4. Master Lease Line Agreement On April 7, 2016, OncoCyte entered into a Master Lease Line Agreement (“Lease Agreement”) with an unrelated financing company for the purchase and financing of certain equipment. OncoCyte may use up to $881,000, as amended, for purchases of equipment financed under the Lease Agreement through April 2017. Each lease schedule OncoCyte enters into under Lease Agreement must be in minimum increments of $50,000 each with a 36-month lease term, collateralized by the equipment financed under the lease schedule. Each lease schedule requires a deposit for the first and last payment under that schedule. Monthly payments will be determined using a lease factor approximating an interest rate of 10% per annum. At the end of each lease schedule under Lease Agreement, assuming no default has occurred, OncoCyte may either return the equipment financed under the schedule for a restocking fee of 7.5% of the original cost of the equipment or purchase the equipment from the financing company at a fair value not less than 12.5% of the original cost of the equipment. On April 7, 2016, OncoCyte entered into a lease schedule under the Lease Agreement (“Lease Schedule No. 1”) for certain equipment costing approximately $435,000 applied against the lease line, requiring payments of $14,442 per month over 36 months. In December 2016, OncoCyte entered into another lease schedule (“Lease Schedule No. 2”) for certain equipment costing approximately $161,000, requiring payments of $5,342 per month over 36 months. In April 2017, OncoCyte entered into a third and final lease schedule (“Lease Schedule No. 3”) for certain equipment costing approximately $285,000, requiring payments of $9,462 per month over 36 months. After this last tranche, the Lease Agreement was closed and has no remaining financing available. OncoCyte has accounted for these leases as a capital lease in accordance with ASC 840, Leases On May 11, 2017, OncoCyte entered into another Master Lease Line Agreement (“Lease Agreement No. 2”) with the same finance company above and similar terms. OncoCyte may use up to $900,000 for purchases of equipment financed under Lease Agreement No. 2 through October 28, 2018. As of June 30, 2018, $820,000 under Lease Agreement No. 2 was available to OncoCyte (see Note 10). Litigation – General OncoCyte will be subject to various claims and contingencies in the ordinary course of its business, including those related to litigation, business transactions, employee-related matters, and other matters. When OncoCyte is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, OncoCyte will record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, OncoCyte discloses the claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material. OncoCyte is not aware of any claims likely to have a material adverse effect on its financial condition or results of operations. Employment Contracts OncoCyte has entered into employment contracts with certain executive officers. Under the provisions of the contracts, OncoCyte may be required to incur severance obligations for matters relating to changes in control, as defined, and involuntary terminations. Indemnification In the normal course of business, OncoCyte may provide indemnification of varying scope under OncoCyte’s agreements with other companies or consultants, typically OncoCyte’s clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, OncoCyte will generally agree to indemnify, hold harmless, and reimburse the indemnified parties for losses and expenses suffered or incurred by the indemnified parties arising from claims of third parties in connection with the use or testing of OncoCyte’s diagnostic tests. Indemnification provisions could also cover third party infringement claims with respect to patent rights, copyrights, or other intellectual property pertaining to OncoCyte’s diagnostic tests. The term of these indemnification agreements will generally continue in effect after the termination or expiration of the particular research, development, services, or license agreement to which they relate. The potential future payments OncoCyte could be required to make under these indemnification agreements will generally not be subject to any specified maximum amounts. Historically, OncoCyte has not been subject to any claims or demands for indemnification. OncoCyte also maintains various liability insurance policies that limit OncoCyte’s financial exposure. As a result, OncoCyte management believes that the fair value of these indemnification agreements is minimal. Accordingly, OncoCyte has not recorded any liabilities for these agreements as of June 30, 2018 and December 31, 2017.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	10. Subsequent Events On July 2, 2018, OncoCyte entered into a lease schedule under the Lease Agreement No. 2 for certain equipment costing approximately $202,000, requiring payments of $6,709 per month over 36 months, and a $116,000 prepaid maintenance contract for the equipment requiring 12 monthly payments of $10,238, including imputed interest. After the financing of this equipment and the prepaid maintenance contract, there is approximately $502,000 of remaining financing available under Lease Agreement No. 2. On July 31, 2018, OncoCyte raised approximately $3.3 million in net proceeds from the sale of 1,256,118 shares of its common stock and warrants. The shares of common stock and warrants were sold in “Units” at a purchase price of $2.86 per Unit, with each Unit consisting of one share of common stock and one warrant to purchase one share of its common stock. The Units of common stock and warrants were sold in a registered direct offering (the “Offering”). OncoCyte’s Chief Executive Officer, the Chief Financial Officer, the Senior Vice President of Research and Development, and certain members of OncoCyte’s Board of Directors purchased Units in the Offering on the same terms as other investors. Each warrant has an initial exercise price of $3.00 per share, will be exercisable six months after the date of issuance and will expire five years from the date it becomes exercisable. Subject to limited exceptions, a holder of the warrants will not have the right to exercise any portion of such securities if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of OncoCyte’s common stock outstanding immediately after the exercise. The exercise price of the warrants, and in some cases the number of shares of common stock issuable upon exercise of the warrants, will be subject to adjustment in the event of stock splits, stock dividends, combinations, rights offerings and similar events affecting the common stock. OncoCyte has appointed Albert P. Parker as Chief Operating Officer, effective August 6, 2018. Mr. Parker will receive an annual salary of $340,000. In addition to his base salary, OncoCyte will pay the cost of hotel accommodations and meals, and will pay Mr. Parker up to $10,000 for certain other expenses he may incur, in connection with his employment in the state of California. OncoCyte granted Mr. Parker options to purchase 250,000 shares of OncoCyte common stock, 200,000 of which will vest, and thereby become exercisable, in installments based upon the attainment of certain milestones in the development of DetermaVu™, and 50,000 of which will vest upon his completion of six months of service as an OncoCyte employee. All of the options will be exercisable at an exercise price of $2.30 per share. Mr. Parker’s stock options will be subject to the terms and conditions of a stock option agreement and the OncoCyte Employee Stock Option Plan. Mr. Parker will be entitled to severance benefits in the event that his employment is terminated by OncoCyte without “cause” as defined in his Employment Agreement, or if he terminates his employment for “good reason” following a “change of control” of OncoCyte, as those terms are defined in his Employment Agreement. If OncoCyte terminates Mr. Parker’s employment without “cause,” the severance benefits will be payment of six months base salary. However, if after November 6, 2018 a termination of his employment without “cause” or for “good reason” occurs within twelve months following a “change of control” of OncoCyte, his severance benefits will include twelve months base salary.

Summary of Significant Accoun17

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Research and Development Expenses	Research and development expenses Research and development expenses include both direct expenses incurred by OncoCyte and indirect overhead costs allocated by BioTime that benefit or support OncoCyte’s research and development functions. Direct research and development expenses consist primarily of personnel costs and related benefits, including stock-based compensation, outside consultants and suppliers. Indirect research and development expenses allocated by BioTime to OncoCyte under the Shared Facilities Agreement (see Note 4), are primarily based on headcount or space occupied, as applicable, and include laboratory supplies, laboratory expenses, rent and utilities, common area maintenance, telecommunications, property taxes and insurance. Research and development costs are expensed as incurred.
General and Administrative Expenses	General and administrative expenses General and administrative expenses include both direct expenses incurred by OncoCyte and indirect overhead costs allocated by BioTime that benefit or support OncoCyte’s general and administrative functions. Direct general and administrative expenses consist primarily of compensation and related benefits, including stock-based compensation, for executive and corporate personnel, and professional and consulting fees. Indirect general and administrative expenses allocated by BioTime to OncoCyte under the Shared Facilities Agreement (see Note 4) are primarily based on headcount or space occupied, as applicable, and include costs for financial reporting and compliance, rent and utilities, common area maintenance, telecommunications, property taxes and insurance.
Sales and Marketing Expenses	Sales and marketing expenses Sales and marketing expenses consist primarily of personnel costs and related benefits, including stock-based compensation, trade shows and booths, branding and positioning, and outside consultants. Indirect sales and marketing expenses allocated by BioTime, primarily based on OncoCyte’s headcount or space occupied, as applicable, include costs for rent and utilities, common area maintenance, telecommunications, property taxes and insurance, incurred by BioTime and allocated to us under the Shared Facilities Agreement.
Accounting for BioTime Shares	Accounting for BioTime shares OncoCyte accounts for the BioTime shares it holds as marketable equity securities in accordance with ASC 320-10-25, Investments – Debt and Equity Securities Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities , Beginning on January 1, 2018, with the adoption of ASU 2016-01 discussed below, these securities are now called “marketable equity securities” and unrealized holding gains and losses on these securities are reported in the condensed statements of operations in other income and expenses, net. Prior to January 1, 2018 and the adoption of ASU 2016-01, these securities were called “available-for-sale securities” and unrealized holding gains and losses were reported in other comprehensive income or loss, net of tax, and were a component of the accumulated other comprehensive income or loss on the condensed balance sheet. Realized gains and losses are included in other income and expenses, net, in the condensed statements of operations. On January 1, 2018, in accordance with the adoption of ASU 2016-01, OncoCyte recorded a cumulative-effect adjustment for these available-for-sale-securities to reclassify the unrealized loss of $888,000 included in accumulated other comprehensive loss to the accumulated deficit balance. For the three and six months ended June 30, 2018, OncoCyte recorded an unrealized loss of $223,000 and $32,000, respectively, included in other income and expenses, net, due to the decrease in fair market value of the marketable equity securities from the respective balance sheet dates. During the six months ended June 30, 2017, OncoCyte sold 266,442 shares of BioTime stock for net proceeds of $934,000 and used those proceeds to pay down amounts owed to BioTime and affiliates (see Note 4). OncoCyte recognized a $155,000 and $309,000 loss from the sale of the BioTime shares for the three and six months ended June 30, 2017, respectively, included in other income and expenses, net. OncoCyte did not sell any shares of BioTime stock during the six months ended June 30, 2018. As of June 30, 2018, OncoCyte held 353,264
Net Loss Per Common Share	Net loss per common share All potentially dilutive common stock equivalents are antidilutive because OncoCyte reported a net loss for all periods presented. Three Months Ended June 30, Six Months Ended June 30, (Unaudited) (Unaudited) 2018 2017 2018 2017 Stock options 3,477 931 2,894 931 Warrants 2,779 3,049 2,779 3,049
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Certain recently issued accounting pronouncements applicable to OncoCyte that are not yet effective are disclosed in OncoCyte’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2017.

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Common Stock Equivalents Excluded from Computation of Diluted Net Loss Per Share of Common Stock	The following common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been antidilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, (Unaudited) (Unaudited) 2018 2017 2018 2017 Stock options 3,477 931 2,894 931 Warrants 2,779 3,049 2,779 3,049

Selected Balance Sheet Compon19

Selected Balance Sheet Components (Tables)	6 Months Ended
	Jun. 30, 2018
Balance Sheet Related Disclosures [Abstract]
Schedule of Prepaid Expenses and Other Current Assets	As of June 30, 2018 and December 31, 2017, prepaid expenses and other current assets were comprised of the following (in thousands): June 30, 2018 (Unaudited) December 31, 2017 Accrued compensation $ 483 $ 636 Accrued vendors and other expenses 560 406 Accrued expenses and other current liabilities $ 1,043 $ 1,042
Schedule of Intangible Assets, Net	As of June 30, 2018 and December 31, 2017, intangible assets, consisting primarily of acquired patents, patent applications, and licenses to use certain patents, June 30, 2018 (Unaudited) (1) December 31, 2017 Intangible assets $ 2,419 $ 2,419 Accumulated amortization (2,419 ) (1,673 ) Intangible assets, net $ - $ 746 (1) OncoCyte continues to devote all of its research and development resources and commercialization efforts to cancer diagnostic tests. Research and development expenses for the three and six months ended June 30, 2018 also include $60,000 and $121,000, respectively, in amortization expenses related to these intangible assets recorded prior to the impairment charge. For the three and six months ended June 30, 2017, research and development expenses include $60,000 and $121,000 of amortization of intangible assets, respectively.
Schedule of Equipment and Furniture, Net	As of June 30, 2018 and December 31, 2017, machinery and equipment, primarily comprised of assets purchased under capital leases discussed in Note 9, were as follows (in thousands): June 30, 2018 (Unaudited) December 31, 2017 Machinery and equipment $ 1,345 $ 1,479 Accumulated depreciation (730 ) (657 ) Machinery and equipment, net $ 615 $ 822

Related Party Transactions (Tab

Related Party Transactions (Tables)	6 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
Schedule of Aggregate Use of Fees Charged	In the aggregate, Use Fees charged to OncoCyte by BioTime are as follows (in thousands): Three Months Ended June 30, (unaudited) Six Months Ended June 30, (unaudited) 2018 2017 2018 2017 Research and development $ 217 $ 312 $ 438 $ 629 General and administrative 79 78 153 157 Sales and marketing 95 - 193 - Total use fees $ 391 $ 390 $ 784 $ 786

Stock-based Compensation (Table

Stock-based Compensation (Tables)	6 Months Ended
	Jun. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of Stock Option Activity	A summary of OncoCyte stock option activity under the Plan and related information follows (in thousands except weighted average exercise price): Options Shares Available for Grant (unaudited) Number of Options Outstanding (unaudited) Weighted Average Exercise Price (unaudited) December 31, 2017 1,384 3,390 $ 3.25 Options granted (1,121 ) 1,121 2.38 Options exercised - (20 ) 2.87 Options forfeited and canceled 126 (126 ) 5.10 June 30, 2018 389 4,365 $ 2.97 Exercisable at June 30, 2018 2,208 $ 2.70
Categories of Stock-based Compensation Expense	OncoCyte recorded stock-based compensation expense in the following categories on the accompanying condensed statements of operations for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Research and development $ 57 $ 163 $ (22 ) (1) $ 368 General and administrative 318 183 574 328 Sales and marketing 15 - 183 - Total stock-based compensation expense $ 390 $ 346 $ 735 $ 696 (1) The negative stock-based compensation expense is primarily attributable to the decrease in the OncoCyte stock price from $4.65 per share at December 31, 2017 to $2.55 per share at June 30, 2018 for consultant stock options which require mark-to-market adjustment each quarter for unvested shares.
Schedule of Assumptions Used to Calculate Fair Value of Stock Options	The assumptions that were used to calculate the grant date fair value of OncoCyte’s employee and non-employee stock option grants for the six months ended June 30, 2018 and 2017 were as follows. 2018 2017 Expected life (in years) 9.74 5.37 Risk-free interest rates 2.97 % 1.79 % Volatility 82.21 % 73.39 % Dividend yield - % - %

Organization, Description of 22

Organization, Description of the Business and Liquidity (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017	Feb. 17, 2017	Dec. 31, 2016
Schedule of Equity Method Investments [Line Items]
Equity ownership percentage	4.99%
Accumulated deficit	$ 63,849	$ 54,677
Cash and cash equivalents	10,294	$ 7,600	$ 8,644		$ 10,174
BioTime shares held as available-for-sale securities, at fair value	728
July 31, 2018 [Member]
Schedule of Equity Method Investments [Line Items]
Gross proceeds from private placement	3,300
BioTime, Inc. [Member]
Schedule of Equity Method Investments [Line Items]
Equity ownership percentage				50.00%
BioTime shares held as available-for-sale securities, at fair value	$ 728

Summary of Significant Accoun23

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	Jan. 02, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Subsidiary, Sale of Stock [Line Items]
Available-for-sale securities, gross unrealized loss		$ 223		$ 32
Proceeds from sale of common stock				10,000
Shares held as available-for-sale securities, at fair value		$ 728		$ 728
BioTime, Inc. [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares sold during period					266,442
Proceeds from sale of common stock					$ 934
Realized loss on sale of BioTime shares			$ 309		$ 155
Shares held as available-for-sale securities, shares		353,264		353,264
Shares held as available-for-sale securities, at fair value		$ 728		$ 728
Accounting Standards Update 2016-01 [Member]
Subsidiary, Sale of Stock [Line Items]
Available-for-sale securities, gross unrealized loss	$ 888

Summary of Significant Accoun24

Summary of Significant Accounting Policies - Common Stock Equivalents Excluded from Computation of Diluted Net Loss Per Share of Common Stock (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Stock Options [Member]
Antidilutive securities excluded from computation of earnings per share	3,477,000	931,000	2,894,000	931,000
Warrant [Member]
Antidilutive securities excluded from computation of earnings per share	2,779,000	3,049,000	2,779,000	3,049,000

Selected Balance Sheet Compon25

Selected Balance Sheet Components (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Balance Sheet Related Disclosures [Abstract]
Depreciation expense	$ 104	$ 77	$ 207	$ 144

Selected Balance Sheet Compon26

Selected Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities(Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Balance Sheet Related Disclosures [Abstract]
Accrued compensation	$ 483	$ 636
Accrued vendors and other expenses	560	406
Accrued expenses and other current liabilities	$ 1,043	$ 1,042

Selected Balance Sheet Compon27

Selected Balance Sheet Components - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2018	[1]	Dec. 31, 2017
Balance Sheet Related Disclosures [Abstract]
Intangible assets	$ 2,419		$ 2,419
Accumulated amortization	(2,419)		(1,673)
Intangible assets, net			$ 746
[1]	As part of OncoCyte's impairment assessment of its intangible assets, OncoCyte determined that these assets were impaired as of June 30, 2018 and, accordingly, OncoCyte recorded a noncash charge of $625,000 representing the net book value of those assets as of that date, and included that charge in research and development expenses for the three and six months ended June 30, 2018. The impairment was primarily due to OncoCyte's decision to discontinue any further utilization of the underlying patents, patent applications and licenses since those assets are for therapeutic use and not for diagnostic use, as OncoCyte continues to devote all of its research and development resources and commercialization efforts to cancer diagnostic tests. Research and development expenses for the three and six months ended June 30, 2018 also include $60,000 and $121,000, respectively, in amortization expenses related to these intangible assets recorded prior to the impairment charge. For the three and six months ended June 30, 2017, research and development expenses include $60,000 and $121,000 of amortization of intangible assets, respectively.

Selected Balance Sheet Compon28

Selected Balance Sheet Components - Schedule of Intangible Assets, Net (Details) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Balance Sheet Related Disclosures [Abstract]
Intangible assets noncash charge			$ 625
Research and development expense including amortization of intangible asset	$ 60	$ 60	$ 121	$ 121

Selected Balance Sheet Compon29

Selected Balance Sheet Components - Schedule of Equipment and Furniture, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Balance Sheet Related Disclosures [Abstract]
Machinery and equipment	$ 1,345	$ 1,479
Accumulated depreciation	(730)	(657)
Machinery and equipment, net	$ 615	$ 822

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Minimum fixed payments due under the shared facilities agreement	$ 131
BioTime, Inc. [Member]
Related Party Transaction [Line Items]
Markup rate on allocated costs	5.00%
Term of payment	30 days
Interest rate charged on unpaid and overdue invoices	15.00%
Current Liabilities [Member]
Related Party Transaction [Line Items]
Allocated use fees payable	$ 2,100	$ 2,100

Related Party Transactions - Sc

Related Party Transactions - Schedule of Aggregate Use of Fees Charged (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Research and development	$ 2,322	$ 1,997	$ 3,784	$ 3,831
General and administrative	1,335	1,115	3,122	3,158
Sales and marketing	569	477	1,227	1,132
BioTime, Inc. [Member]
Research and development	217	312	438	629
General and administrative	79	78	153	157
Sales and marketing	95		193
Total use fees	$ 391	$ 390	$ 784	$ 786

Loan Payable to Silicon Valle32

Loan Payable to Silicon Valley Bank (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Feb. 21, 2017	Jun. 30, 2018	Jun. 30, 2017	Mar. 23, 2017
Debt Instrument [Line Items]
Amortization of deferred financing costs		$ 44	$ 30
Warrant exercise price (in dollars per share)		$ 3
Warrant [Member]
Debt Instrument [Line Items]
Warrants issued (in shares)	8,247			7,321
Warrant exercise price (in dollars per share)	$ 4.85			$ 5.46
Deferred financing costs		$ 62
Aggregate deferred financing costs		196
Unamortized deferred financing costs		$ 69
Bank Warrant [Member]
Debt Instrument [Line Items]
Amount borrowed				$ 2,000
Minimum [Member]
Debt Instrument [Line Items]
Warrant exercise price (in dollars per share)		$ 3.25
Loan and Security Agreement [Member]
Debt Instrument [Line Items]
Amount borrowed	$ 2,000			$ 2,000
Periodic payment term	Monthly
Periodic payments of principal and interest	$ 67
Base rate	4.25%
Prime rate plus variable spread per annum		5.75%
Debt instrument, maturity date		Apr. 1, 2020
Additional final payment fee percentage	5.80%
Amortization of deferred financing costs		$ 116
Prepayment fee if prepaid more than one year but less than two years	2.00%
Prepayment fee if prepaid two years or more	1.00%
Interest rate on obligations due to bank	5.00%
Loan and Security Agreement [Member] | Minimum [Member]
Debt Instrument [Line Items]
Minimum legal judgments or legal actions amount triggering loan default	$ 50
Loan and Security Agreement [Member] | Prime Rate [Member]
Debt Instrument [Line Items]
Basis spread variable rate	0.75%

Shareholders' Equity (Details N

Shareholders' Equity (Details Narrative) $ / shares in Units, $ in Thousands	Mar. 28, 2018USD ($)$ / sharesshares	Jul. 21, 2017USD ($)Integer$ / sharesshares	Feb. 17, 2017USD ($)Integer$ / sharesshares	Aug. 29, 2016USD ($)$ / sharesshares	May 31, 2018USD ($)	Mar. 31, 2018USD ($)	Jun. 30, 2018USD ($)$ / sharesshares	Jun. 30, 2017USD ($)	Dec. 31, 2017$ / sharesshares
Preferred stock, shares authorized							5,000,000		5,000,000
Preferred stock par value | $ / shares
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized							50,000,000		50,000,000
Common stock par value | $ / shares
Beneficially ownership percentage							4.99%
Common stock, shares issued							39,408,000		31,452,000
Common stock, shares outstanding							39,408,000		31,452,000
Issuance of separable units				3,246,153
Number of common shares available in each separable unit				1
Number of warrants to purchase stock in each separable unit				1
Number of common shares callable by each warrant				1
Separable units, exercise price | $ / shares				$ 3.25
Proceeds from sale of stock | $				$ 9,800
Warrants exercise price | $ / shares							$ 3
Proceeds from exercise of warrants | $								$ 1,084
Warrant exercise agreement, number of forms | Integer		3
Warrants issued							2,779,221
Warrants outstanding							2,779,221
Exercise of stock options							20,000
Proceeds from exercise of options | $							$ 56	$ 257
Common Stock [Member]
Exercise of stock options							19,500
Proceeds from exercise of options | $							$ 56
Minimum [Member]
Warrants exercise price | $ / shares							$ 3.25
Maximum [Member]
Warrants exercise price | $ / shares							5.50
Warrants 2016 [Member]
Number of common stock shares called by warrants (in shares)			625,000
Warrants exercise price | $ / shares			$ 3.25				$ 3.25
Warrant exercise period							5 years
Proceeds from exercise of warrants | $			$ 2,000
New Warrants [Member]
Warrant exercise period							5 years
Noncash charge to shareholder expense included in general and administrative expenses | $			$ 1,100
First Form, Warrant Exercise Agreement, 2016 Warrants [Member]
Number of warrant holders | Integer		2
Number of common stock shares called by warrants (in shares)		226,923
Warrants exercise price | $ / shares		$ 3.25
First Form, Warrant Exercise Agreement, July 2017 Warrants [Member]
Warrant exercise period							5 years
July 2017 Warrants [Member]
Number of common stock shares called by warrants (in shares)		1,496,923
Warrants exercise price | $ / shares							$ 5.50
Warrant exercise period							5 years
Proceeds from exercise of warrants | $		$ 5,740
Noncash charge to shareholder expense included in general and administrative expenses | $		$ 3,000
Weighted average price | $ / shares		$ 4.34
Second Form, Warrant Exercise Agreement, 2016 Warrants [Member]
Number of warrant holders | Integer		1
Number of common stock shares called by warrants (in shares)		540,000
Warrants exercise price | $ / shares		$ 3.25
Warrant exercise period							5 years
Third Form, Warrant Exercise Agreement, 2016 Warrants [Member]
Number of warrant holders | Integer		1
Number of common stock shares called by warrants (in shares)		1,000,000
Warrants exercise price | $ / shares		$ 3.25
Third Form Part1 Warrant Exercise Agreement July21 2017 [Member]
Number of common stock shares called by warrants (in shares)							500,000
Warrants exercise price | $ / shares							$ 5.50
Warrant exercise period							2 years
Third Form Part2 Warrant Exercise Agreement July21 2017 [Member]
Number of common stock shares called by warrants (in shares)							500,000
Warrants exercise price | $ / shares							$ 3.25
Warrant exercise period							2 years
Investors Group One [Member] | New Warrants [Member]
Number of common stock shares called by warrants (in shares)			200,000
Warrants exercise price | $ / shares			$ 5.50
Investor One [Member] | New Warrants [Member]
Number of warrant holders | Integer			1
Number of common stock shares called by warrants (in shares)			212,500
Warrants exercise price | $ / shares			$ 3.25
Securities Purchase Agreement [Member] | Two Accredited Investors [Member]
Proceeds from issuance of common stock | $					$ 2,000	$ 8,000
Beneficially ownership percentage	5.00%
Securities Purchase Agreement [Member] | Two Accredited Investors [Member] | Private Placement [Member]
Number of shares issued during period	7,936,508
Shares Issued, Price Per Share | $ / shares	$ 1.26
Proceeds from issuance of common stock | $	$ 10,000

Stock-based Compensation (Detai

Stock-based Compensation (Details Narrative)	6 Months Ended
	Jun. 30, 2018USD ($)$ / sharesshares
Number of option granted during the period | shares	1,121,000
Exercise prices ranging, lower limit | $ / shares	$ 2.35
Exercise prices ranging, upper limit | $ / shares	$ 2.85
Stock-based compensation expense | $
2010 Stock Option Plan [Member]
Common stock, shares authorized | shares	5,200,000

Stock-based Compensation - Summ

Stock-based Compensation - Summary of Stock Option Activity (Details)	6 Months Ended
	Jun. 30, 2018$ / sharesshares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Shares Available for Grant Outstanding, beginning of the period	1,384,000
Shares Available for Grant Options granted	(1,121,000)
Shares Available for Grant Options exercised
Shares Available for Grant Options forfeited and canceled	126,000
Shares Available for Grant Outstanding, end of the period	389,000
Number of Options Outstanding, beginning of the period	3,390,000
Number of Options Outstanding, Option granted	1,121,000
Number of Options Outstanding, Options exercised	(20,000)
Number of Options Outstanding, Options forfeited and canceled	(126,000)
Number of Options Outstanding, end of the period	4,365,000
Number of Options Outstanding, Exercisable, end of the period	2,208,000
Weighted Average Exercise Price, Options Outstanding, beginning of the period | $ / shares	$ 3.25
Weighted Average Exercise Price, Option granted | $ / shares	2.38
Weighted Average Exercise Price, Options exercised | $ / shares	2.87
Weighted Average Exercise Price, Options forfeited and canceled | $ / shares	5.10
Weighted Average Exercise Price, Outstanding end of the period | $ / shares	2.97
Weighted Average Exercise Price, Exercisable, end of the period | $ / shares	$ 2.70

Stock-based Compensation - Cate

Stock-based Compensation - Categories of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018		Jun. 30, 2017
Total stock-based compensation expense	$ 390	$ 346	$ 735		$ 696
Stock Option Plan [Member] | Research and Development Expense [Member]
Total stock-based compensation expense	57	163	(22)	[1]	368
Stock Option Plan [Member] | General and Administrative [Member]
Total stock-based compensation expense	318	183	574		328
Stock Option Plan [Member] | Selling and Marketing [Member]
Total stock-based compensation expense	$ 15		$ 183
[1]	The negative stock-based compensation expense is primarily attributable to the decrease in the OncoCyte stock price from $4.65 per share at December 31, 2017 to $2.55 per share at June 30, 2018 for consultant stock options which require mark-to-market adjustment each quarter for unvested shares.

Stock-based Compensation - Ca37

Stock-based Compensation - Categories of Stock-based Compensation Expense (Details) (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock price	$ 2.55	$ 4.65

Stock-based Compensation - Sche

Stock-based Compensation - Schedule of Assumptions Used to Calculate Fair Value of Stock Options (Details)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Expected life (in years)	9 years 8 months 26 days	5 years 4 months 13 days
Risk-free interest rates	2.97%	1.79%
Volatility	82.21%	73.39%
Dividend yield	0.00%	0.00%

Commitments and Contingencies (

Commitments and Contingencies (Details) - Master Lease Line Agreement [Member] - USD ($) $ in Thousands	Apr. 07, 2016	Apr. 30, 2017	Jun. 30, 2018	May 11, 2017	Dec. 31, 2016
Other Commitments [Line Items]
Lease agreement value	$ 435	$ 285		$ 900	$ 161
Capital lease term			36 months
Interest rate on lease agreement	10.00%	10.00%
Percentage of restocking fee paid on original cost of equipment	7.50%
Monthly payment under capital lease	$ 14,442	$ 9,462			$ 5,342
Available amount under lease agreement			$ 820
Maximum [Member]
Other Commitments [Line Items]
Lease agreement value	881
Minimum [Member]
Other Commitments [Line Items]
Increment value of lease agreement	$ 50
Percentage of fair value on original cost to purchase an equipment	12.50%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jul. 31, 2018	Jul. 02, 2018	Jun. 30, 2018	Jun. 30, 2017
Net proceeds from warrants				$ 1,084
Warrants exercise price			$ 3
Equity ownership percentage			4.99%
Option to purchase a common stock			1,121,000
Subsequent Event [Member]
Net proceeds from warrants	$ 3,300
Number of common stock shares called by warrants	1,256,118
Warrants exercise price	$ 2.86
Warrant exercised period	5 years
Subsequent Event [Member] | Albert P. Park [Member]
Warrants exercise price	$ 2.30
Annual salary	$ 340,000
Payment of other expenses under capital lease	$ 10,000
Option to purchase a common stock	250,000
Share based compensation option vested	200,000
Subsequent Event [Member] | Employee [Member]
Share based compensation option vested	50,000
Subsequent Event [Member] | Lease Agreement [Member]
Net present value of laboratory equipment under capital lease		$ 202,000
Montly payment under capital lease		$ 6,709
Capital lease term		36 months
Prepaid maintenance under capital lease		$ 116,000
Imputed interest under capital lease		10,238
Remaining financing under capital lease		$ 502,000