OncoCyte (OCX) 10-Q 14 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	Apr. 29, 2019
Document And Entity Information
Entity Registrant Name	OncoCyte Corp
Entity Central Index Key	0001642380
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Common Stock, Shares Outstanding		51,972,830
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019

Condensed Balance Sheets

Condensed Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
CURRENT ASSETS
Cash and cash equivalents	$ 39,257	$ 8,034
Marketable equity securities	606	428
Prepaid expenses and other current assets	1,130	180
Total current assets	40,993	8,642
NONCURRENT ASSETS
Machinery and equipment, net	486	614
Deposits and other noncurrent assets	198	262
TOTAL ASSETS	41,677	9,518
CURRENT LIABILITIES
Amount due to BioTime and affiliates		2,101
Accounts payable	136	166
Accrued expenses and other current liabilities	1,957	2,109
Loan payable, current	800	800
Financing lease liability, current	304	385
Total current liabilities	3,197	5,561
NONCURRENT LIABILITIES
Loan payable, net of deferred financing costs, noncurrent	159	347
Financing lease liability, noncurrent	134	187
TOTAL LIABILITIES	3,490	6,095
Commitments and contingencies (Note 9)
STOCKHOLDERS' EQUITY
Preferred stock, no par value, 5,000 shares authorized; none issued and outstanding
Common stock, no par value, 85,000 shares authorized; 51,973 and 40,664 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	113,370	74,742
Accumulated other comprehensive loss
Accumulated deficit	(75,183)	(71,319)
Total stockholders' equity	38,187	3,423
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 41,677	$ 9,518

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
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	85,000,000	85,000,000
Common stock, shares issued	51,973,000	40,664,000
Common stock, shares outstanding	51,973,000	40,664,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
EXPENSES:
Research and development	$ 1,343	$ 1,461
General and administrative	2,449	1,787
Sales and marketing	205	658
Total operating expenses	3,997	3,906
Loss from operations	(3,997)	(3,906)
OTHER INCOME (EXPENSES), NET
Interest expense, net	(19)	(60)
Unrealized gain on marketable equity securities	178	190
Other expenses, net	(26)	(2)
Total other income, net	133	128
NET LOSS	$ (3,864)	$ (3,778)
Net loss per share: basic and diluted	$ (0.08)	$ (0.12)
Weighted average common shares outstanding: basic and diluted	46,647,000	31,676,000

Condensed Statements of Compreh

Condensed Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement of Comprehensive Income [Abstract]
NET LOSS	$ (3,864)	$ (3,778)
Other comprehensive loss, net of tax:
COMPREHENSIVE LOSS	$ (3,864)	$ (3,778)

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (3,864)	$ (3,778)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	110	103
Amortization of intangible assets		61
Amortization of prepaid maintenance	9
Stock-based compensation	686	347
Unrealized gain on marketable equity securities	(178)	(190)
Amortization of debt issuance costs	12	22
Other	26
Changes in operating assets and liabilities:
Amount due to BioTime and affiliates	(2,101)	7
Prepaid expenses and other current assets	(950)	(324)
Accounts payable and accrued liabilities	(468)	999
Net cash used in operating activities	(6,718)	(2,753)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment	(7)	(5)
Security deposit and other	54
Net cash provided by (used in) investing activities	47	(5)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of options	943	51
Proceeds from sale of common shares	40,250	8,000
Financing costs to issue common shares	(2,965)
Repayment of loan payable	(200)	(200)
Repayment of financing lease obligations	(134)	(81)
Net cash provided by financing activities	37,894	7,770
NET INCREASE IN CASH AND CASH EQUIVALENTS	31,223	5,012
CASH AND CASH EQUIVALENTS:
At beginning of the period	8,034	7,600
At end of the period	$ 39,257	$ 12,612

Organization, Description of th

Organization, Description of the Business and Liquidity	3 Months Ended
	Mar. 31, 2019
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 is currently devoting substantially all of its efforts on developing its lung cancer diagnostic test DetermaVu™. 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 developing new cellular therapies for degenerative retinal diseases, neurological conditions associated with demyelination, and aiding the body in detecting and combating cancer. 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 Note 6). Liquidity Since inception, OncoCyte has financed its operations through the sale of common stock, warrants, warrant exercises, a bank loan, and sales of BioTime common shares that it holds as marketable equity securities. BioTime also provides OncoCyte with the use of BioTime facilities and services under a Shared Facilities and Services Agreement (the “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 $75.2 million as of March 31, 2019. OncoCyte expects to continue to incur operating losses and negative cash flows for the foreseeable future . At March 31, 2019, OncoCyte had $39.3 million of cash and cash equivalents and held BioTime and AgeX Therapeutics, Inc. (“AgeX”) common stock as marketable equity securities valued at $0.6 million. 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 and commercialization 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. Presently, OncoCyte is devoting substantially all of its research and development resources to the completion of the development and planned commercialization 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. 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 8 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, 2018 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 for the year ended December 31, 2018. 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 employees or human resources for its operations, BioTime or BioTime subsidiaries provide certain employees for administrative or operational services, as necessary, for the benefit of OncoCyte (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. These allocations are made based upon activity-based allocation drivers such as time spent, percentage of square feet of office or laboratory space used, and percentage of personnel devoted to OncoCyte’s operations or management. Management evaluates the appropriateness of the percentage allocations on a periodic basis and believes that this basis for allocation is reasonable.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2019
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, consulting fees, and obligations incurred to 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 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 Sales and marketing expenses Sales and marketing expenses consist primarily of personnel costs and related benefits, including stock-based compensation, trade show expenses, branding and positioning expenses, and consulting fees. 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 shares of BioTime and AgeX common stock 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, the BioTime and AgeX shares held by OncoCyte are now referred to as “marketable equity securities,” and unrealized holding gains and losses on those shares are reported in the statements of operations in other income and expenses, net. Prior to January 1, 2018 and the adoption of ASU 2016-01, the BioTime shares held 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 balance sheet. Realized gains and losses on BioTime shares are also included in other income and expenses, net, in the condensed statements of operations. The shares of AgeX common stock OncoCyte holds were received from BioTime as a dividend-in-kind on November 28, 2018. and 35,326 shares of common stock of On January 1, 2018, in accordance with the adoption of ASU 2016-01, OncoCyte recorded a cumulative-effect adjustment for the BioTime shares as available-for-sale-securities to reclassify the unrealized loss of $888,000 included in accumulated other comprehensive loss to the accumulated deficit balance. $190,000 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 March 31, (unaudited) 2019 2018 Stock options 3,971 1,652 Warrants 4,035 2,779 Recently adopted accounting pronouncements Leases In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. On January 1, 2019, OncoCyte adopted Accounting Standards Update 2016-02, Leases Codification Improvements to Topic 842, Leases, Leases (Topic 842): Targeted improvements, Upon adoption of ASC 842 and based on the available practical expedients under that standard, OncoCyte did not reassess any expired or existing contracts, reassess the lease classification for any expired or existing leases and reassess initial direct costs for exiting leases. OncoCyte also elected not to capitalize leases that have terms of twelve months or less. The adoption of ASC 842 did not have a material impact to OncoCyte’s financial statements because OncoCyte does not have any significant operating leases. OncoCyte’s accounting for financing leases (previously referred to as “capital leases”) remained substantially unchanged. Financing leases are included in machinery and equipment, and in financing lease liabilities, current and noncurrent, in OncoCyte’s condensed balance sheets (see Note 9). Stock Based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Recently Issued Accounting Pronouncements Not Yet Adopted The recently issued accounting pronouncements applicable to OncoCyte that are not yet effective should be read in conjunction with the recently issued accounting pronouncements, as applicable and disclosed in OncoCyte’s Annual Report on Form 10-K for the year ended December 31, 2018. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement

Selected Balance Sheet Componen

Selected Balance Sheet Components	3 Months Ended
	Mar. 31, 2019
Balance Sheet Related Disclosures [Abstract]
Selected Balance Sheet Components	3. Selected Balance Sheet Components Prepaid expenses and other current assets As of March 31, 2019 and December 31, 2018, prepaid expenses and other current assets were comprised of the following (in thousands): March 31, 2019 December 31, 2018 (unaudited) Prepaid insurance $ 502 $ 102 Prepaid advisory services 369 - Other 259 78 Total prepaid expenses and other current assets $ 1,130 $ 180 Accrued expenses and other current liabilities As of March 31, 2019 and December 31, 2018, accrued expenses and other current liabilities were comprised of the following (in thousands): March 31, 2019 December 31, 2018 (unaudited) Accrued compensation $ 342 $ 1,303 Accrued vendors and other expenses (1) 1,615 806 Total accrued expenses and other current liabilities $ 1,957 $ 2,109 (1) Machinery and equipment, net As of March 31, 2019 and December 31, 2018, machinery and equipment, primarily comprised of assets purchased under financing leases discussed in Notes 2 and 9, were as follows (in thousands): March 31, 2019 December 31, 2018 (unaudited) Machinery and equipment $ 1,112 $ 1,562 Accumulated depreciation (626 ) (948 ) Machinery and equipment, net $ 486 $ 614 Depreciation expense amounted to $110,000 and $103,000 for the three months ended March 31, 2019 and 2018, respectively.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2019
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 agrees to permit OncoCyte to use BioTime’s premises and equipment located in Alameda, California for the purpose of conducting business. BioTime provides 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 may also provide OncoCyte with the services of BioTime 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 BioTime 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 charges OncoCyte a 5% markup on such allocated costs as permitted by the Shared Facilities Agreement. The Use Fee is determined and invoiced to OncoCyte on a regular basis, generally monthly or quarterly. 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. To date, 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. The Shared Facilities Agreement is not considered a lease under the provisions of ASC 842 discussed in Note 2, because, among other factors, a significant part of the Shared Facilities Agreement is a contract for services, not a tangible asset, and is cancelable by either party without penalty. BioTime’s lease of its principal office and research facility will expire on January 31, 2023. In the aggregate, Use Fees charged to OncoCyte by BioTime are as follows (in thousands): Three Months Ended March 31, (unaudited) 2019 2018 Research and development $ 207 $ 220 General and administrative 118 73 Sales and marketing - 98 Total Use Fees $ 325 $ 391 As of December 31, 2018, 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. On February 15, 2019, OncoCyte paid the $2.1 million owed to BioTime for prior services provided under the Shared Facilities Agreement. Use Fees are generally paid at the beginning of the month of services to be rendered. The minimum fixed payments due under the Shared Facilities Agreement are approximately $108,000 per month. As of March 31, 2019, no amounts were owed to BioTime under the Shared Facilities Agreement. Financing Transactions As further discussed in Note 6, in March 2018 OncoCyte sold shares to two investors who beneficially owned more than 5% of OncoCyte’s outstanding common stock. The shares were sold under a securities purchase agreement that contains certain registration rights. OncoCyte agreed to register the shares sold to the investors for resale under the Securities Act of 1933, as amended (the “Securities Act”), not later than 60 days after the closing of the sale of the shares. OncoCyte also agreed to pay liquidated damages calculated in the manner provided in the securities purchase agreement if OncoCyte did not file the registration statement in a timely manner. Because the registration statement was not filed as required by the securities purchase agreement during the year ended December 31, 2018, OncoCyte accrued $300,000 on account of liquidated damages owed and paid this amount during the three months ended March 31, 2019.

Loan Payable to Silicon Valley

Loan Payable to Silicon Valley Bank	3 Months Ended
	Mar. 31, 2019
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 $2.0 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 March 31, 2019, the latest published prime rate plus 0.75% was 6.25% 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 1.0% of the outstanding principal balance. 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, 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 $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 loan tranches 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 $2.0 million, the Bank was issued warrants to purchase an additional 7,321 common 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 March 31, 2019, unamortized deferred financing costs were $23,000.

Shareholders' Equity

Shareholders' Equity	3 Months Ended
	Mar. 31, 2019
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 March 31, 2019, no preferred shares were issued or outstanding. Common Stock OncoCyte has 85,000,000 shares of common stock, no par value, authorized. During February 2019, OncoCyte sold 10,733,334 shares of its common stock for $37.3 million of net proceeds, after the payment of underwriting fees and estimated offering expenses, through an underwritten public offering. During February 2019, OncoCyte received $0.9 million in proceeds from exercise of stock options to purchase 576,000 shares of OncoCyte common stock. On July 31, 2018, OncoCyte raised approximately $3.3 million in net proceeds, after offering expenses, from the sale of 1,256,118 shares of its common stock and warrants (the “July 2018 Offering”). 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 (“July 2018 Offering Warrants”). The Units of common stock and warrants were sold in a registered direct 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 July 2018 Offering on the same terms as other investors. On March 28, 2018, OncoCyte entered into securities purchase agreements with two accredited investors 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 securities purchase agreements contain certain registration rights (see Note 4). The investors are Broadwood Partners, L.P. and George Karfunkel, who beneficially own more than 5% of OncoCyte’s outstanding common stock. As of March 31, 2019 and December 31, 2018, respectively, OncoCyte had 51,972,830 and 40,664,496 shares of common stock Accounting for Warrants As of March 31, 2019 July 2018 Offering Warrants Each July 2018 Offering Warrant has an initial exercise price of $3.00 per share, became exercisable six months after the date of issuance and will expire five years from the date it became exercisable. Subject to limited exceptions, a holder of the warrants will not have the right to exercise any portion of the warrants 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 July 2018 Offering Warrants 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. The July 2018 Offering Warrants Under certain provisions of the July 2018 Offering Warrants, in the event of a Fundamental Transaction, as defined in the July 2018 Offering Warrants, OncoCyte will use reasonable best efforts for the acquirer, or any successor entity other than OncoCyte, to assume the July 2018 Offering Warrants. If the acquirer does not assume the OncoCyte July 2018 Offering Warrants, and provided that the Fundamental Transaction is not within OncoCyte’s control, including not approved by OncoCyte’s Board of Directors, then the holders of the July 2018 Offering Warrants shall solely be entitled to receive, at a defined Black Scholes value, the same type or form of consideration, and in the same proportion, that is being offered and paid to all the holders of OncoCyte common stock in connection with the Fundamental Transaction. OncoCyte considered the guidance in ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Based on the above guidance, the July 2018 Offering Warrants meet all the equity classification criteria and have been classified as equity. 2016 Warrants and New 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. The 2016 Warrants have an exercise price of $3.25 per Warrant Share and may be exercised until the close of business on October 16, 2021. 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. 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 2016 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. 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. Stock option exercises During the three months ended March 31, 2019 Reconciliation of Changes in Shareholders’ Equity The following tables provide the activity in shareholders’ equity for the periods from December 31, 2017 to March 31, 2018 and December 31, 2018 to March 31, 2019 (unaudited and in thousands). Common Stock Accumulated Other Comprehensive Accumulated Total Shareholders’ Shares Amount Loss Deficit Equity BALANCE AT DECEMBER 31, 2017 31,452 $ 59,968 $ (888 ) $ (54,677 ) $ 4,403 Net loss - - - (3,778 ) (3,778 ) Cumulative-effect adjustment for adoption of ASU 2016-01 on January 1, 2018 - - 888 (888 ) - Stock-based compensation - 347 - - 347 Sale of common shares and warrants 6,349 8,000 - - 8,000 Exercise of stock options 17 51 - - 51 BALANCE AT MARCH 31, 2018 37,818 $ 68,366 $ - $ (59,343 ) $ 9,023 Common Stock Accumulated Other Comprehensive Accumulated Total Shareholders’ Shares Amount Loss Deficit Equity BALANCE AT DECEMBER 31, 2018 40,664 $ 74,742 $ - $ (71,319 ) $ 3,423 Net loss - - - (3,864 ) (3,864 ) Stock-based compensation - 686 - - 686 Sale of common shares 10,733 40,250 - - 40,250 Financing costs paid to issue common shares - (3,251 ) - - (3,251 ) Exercise of stock options 576 943 - - 943 BALANCE AT MARCH 31, 2019 51,973 $ 113,370 $ - $ (75,183 ) $ 38,187

Stock-based Compensation

Stock-based Compensation	3 Months Ended
	Mar. 31, 2019
Share-based Payment Arrangement [Abstract]
Stock-based Compensation	7. Stock-Based Compensation Options Granted OncoCyte had a 2010 Stock Option Plan (the “2010 Plan”) under which 5,200,000 shares of common stock were authorized for the grant of stock options or the sale of restricted stock. On August 27, 2018, OncoCyte shareholders approved a new Equity Incentive Plan (the “2018 Incentive Plan”) to replace the 2010 Plan. In adopting the 2018 Incentive Plan, OncoCyte terminated the 2010 Plan and will not grant any additional stock options or sell any stock under restricted stock purchase agreements under the 2010 Plan; however, stock options issued under the 2010 Plan will continue in effect in accordance with their terms and the terms of the 2010 Plan until the exercise or expiration of the individual options. The 2018 Incentive Plan reserved 5,000,000 shares of common stock for the grant of stock options or the sale of restricted stock (“Restricted Stock”) or for the settlement of hypothetical units issued with reference to common stock (“Restricted Stock Units”). OncoCyte may also grant stock appreciation rights (“SARs”) under the 2018 Incentive Plan. A summary of OncoCyte’s 2010 Plan activity and related information follows (in thousands except weighted average exercise price): Options Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price (unaudited) (unaudited) (unaudited) Balance at December 31, 2018 - 4,171 $ 2.92 Options exercised - (575 ) 1.64 Options forfeited, canceled and expired - (301 ) 3.42 Balance at March 31, 2019 - 3,295 $ 3.10 Exercisable at March 31, 2019 1,925 $ 3.09 Of the stock options granted under the 2010 Plan, Oncocyte granted stock options to employees and consultants, with exercise prices ranging from $2.30 per share to $3.15 per share, that 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 (“Performance-Based Options”). As of March 31, 2019, there were 856,800 Performance-Based Options outstanding. During the three months ended March 31, 2019 certain performance conditions required for vesting were met, and, accordingly, 47,500 shares vested and $101,000 of stock-based compensation expense was recorded with regard to the Performance-Based Options. A summary of OncoCyte’s 2018 Incentive Plan activity and related information follows (in thousands except weighted average exercise price): Options Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price (unaudited) (unaudited) (unaudited) Balance at December 31, 2018 4,639 361 $ 2.21 Options granted (1,462 ) 1,462 3.53 RSUs granted (40 ) 20 - Options exercised - - - Options forfeited and canceled - - - Balance at March 31, 2019 3,137 1,843 $ 3.27 Exercisable at March 31, 2019 - - OncoCyte recorded stock-based compensation expense in the following categories on the accompanying condensed statements of operations for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Research and development $ 130 $ (78 ) (1) General and administrative 554 256 Sales and marketing 2 169 Total stock-based compensation expense $ 686 $ 347 (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 $2.10 per share at March 31, 2018 for previously granted 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 three months ended March 31, 2019 and 2018 were as follows. Three Months Ended March 31, 2019 2018 (1) Expected life (in years) 6.07 8.00 Risk-free interest rates 2.47 % 2.81 % Volatility 79.18 % 72.70 % Dividend yield - % - % (1) Although there were no new stock option grants for the three months ended March 31, 2018, the assumptions shown in the table were used to compute the mark-to-market adjustments for previously granted consultant stock options for unvested shares. 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 months ended March 31, 2019 and 2018 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	3 Months Ended
	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	8. Income Taxes The provision for income taxes for interim periods is determined using an estimated annual effective tax rate in accordance with ASC 740-270, Income Taxes, Interim Reporting 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	3 Months Ended
	Mar. 31, 2019
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 No. 1”) with a financing company for the purchase and financing of certain equipment. Lease Agreement No. 1, as amended, provided OncoCyte with a $881,000 line of credit for purchases of equipment. Each lease schedule OncoCyte enters into under Lease Agreement No. 1 has a 36-month lease term, is collateralized by the equipment financed, which are subject to lease schedules, and required OncoCyte to provide a deposit for the first and last payment under that schedule. Monthly payments were determined using a lease factor approximating an interest rate of 10% per annum. OncoCyte has the right at the end of each lease schedule under Lease Agreement No. 1, if no default has occurred, to either return the equipment financed under the schedule for a restocking fee of 7.5% of the original cost of the equipment or to 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 (“Lease Schedule No. 1”) under the Lease Agreement 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 March 2019, upon termination of Lease Schedule No. 1, OncoCyte paid the 7.5% restocking fee and returned the equipment to the financing company. 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 the last tranche, Lease Agreement No. 1 was closed with no remaining financing available On May 11, 2017, OncoCyte entered into another Master Lease Line Agreement (“Lease Agreement No. 2”) with the same finance company on terms similar to Lease Agreement No. 1. On July 2, 2018, OncoCyte entered into a lease schedule under the Lease Agreement No. 2 for certain equipment costing approximately $209,000, requiring payments of $6,709 per month over 36 months, a $116,000 prepaid maintenance contract for the duration of the lease, and requiring 12 monthly payments of $10,238, including imputed interest. After the financing of this equipment and the prepaid maintenance contract, there was approximately $502,000 of financing remaining available under Lease Agreement No. 2 as of March 31, 2019. OncoCyte had accounted for these leases as capital leases in accordance with ASC 840 due to the net present value of the payments under the lease approximating the fair value of the equipment at inception of the lease. As discussed in Note 2, upon adoption of ASC 842, the accounting for these leases was substantially unchanged and these leases are referred to as financing leases under ASC 842. The payments under the lease schedules will be amortized to financing lease obligations and interest expense using the interest method at an imputed rate of approximately 10% per annum. Adoption of ASC 842 The tables below provide the amounts recorded in connection with the adoption of ASC 842 as of, and during, the three months ended March 31, 2019, for OncoCyte’s financing leases (see Note 2). The following table presents supplemental cash flow information related to financing leases for the three months ended March 31, 2019 (in thousands): Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from financing leases $ 12 Financing cash flows from financing leases 134 Right-of-use assets obtained in exchange for lease obligations: Financing leases - The following table presents supplemental balance sheet information related to financing leases as of March 31, 2019 (in thousands, except lease term and discount rate): Financing Leases Machinery and equipment, gross $ 758 Accumulated depreciation (390 ) Machinery and equipment, net $ 368 Current liabilities $ 304 Noncurrent liabilities 134 Total financing lease liabilities $ 438 Weighted average remaining lease term Financing leases 1.6 years Weighted average discount rate Financing leases 9.6 % The following table presents future minimum lease commitments as of March 31, 2019 (in thousands): Financing Lease Payments Year Ending December 31, 2019 $ 274 2020 140 2021 60 Total minimum lease payments 474 Less amounts representing interest (36 ) Present value of net minimum lease payments $ 438 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. In February 2019, following the announcement of OncoCyte’s public offering discussed in Note 6, OncoCyte received a letter from Chardan Capital Markets, LLC (“Chardan”) claiming entitlement to certain fees pursuant to an engagement letter unrelated to the public offering. OncoCyte believes Chardan’s claims are without merit and intends to vigorously defend all claims asserted. It is not possible at this time to assess whether the outcome of this matter will have a material adverse effect on OncoCyte’s results of operations, cash flows or financial position. Tax Filings OncoCyte tax filings are subject to audit by taxing authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes. OncoCyte has not received any notice from any taxing authority that any of its tax returns are being audited, and OncoCyte has not provided for any additional tax related obligations that are likely to result from any future audits. 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 terminations of employment under certain circumstances. 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 March 31, 2019 and December 31, 2018.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
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, consulting fees, and obligations incurred to 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
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
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 show expenses, branding and positioning expenses, and consulting fees. 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 Shares of Biotime and Agex Common Stock	Accounting for shares of BioTime and AgeX common stock 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, the BioTime and AgeX shares held by OncoCyte are now referred to as “marketable equity securities,” and unrealized holding gains and losses on those shares are reported in the statements of operations in other income and expenses, net. Prior to January 1, 2018 and the adoption of ASU 2016-01, the BioTime shares held 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 balance sheet. Realized gains and losses on BioTime shares are also included in other income and expenses, net, in the condensed statements of operations. The shares of AgeX common stock OncoCyte holds were received from BioTime as a dividend-in-kind on November 28, 2018. and 35,326 shares of common stock of On January 1, 2018, in accordance with the adoption of ASU 2016-01, OncoCyte recorded a cumulative-effect adjustment for the BioTime shares as available-for-sale-securities to reclassify the unrealized loss of $888,000 included in accumulated other comprehensive loss to the accumulated deficit balance. $190,000
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 March 31, (unaudited) 2019 2018 Stock options 3,971 1,652 Warrants 4,035 2,779
Recently Adopted Accounting Pronouncements	Recently adopted accounting pronouncements Leases In February 2016, the FASB issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. On January 1, 2019, OncoCyte adopted Accounting Standards Update 2016-02, Leases Codification Improvements to Topic 842, Leases, Leases (Topic 842): Targeted improvements, Upon adoption of ASC 842 and based on the available practical expedients under that standard, OncoCyte did not reassess any expired or existing contracts, reassess the lease classification for any expired or existing leases and reassess initial direct costs for exiting leases. OncoCyte also elected not to capitalize leases that have terms of twelve months or less. The adoption of ASC 842 did not have a material impact to OncoCyte’s financial statements because OncoCyte does not have any significant operating leases. OncoCyte’s accounting for financing leases (previously referred to as “capital leases”) remained substantially unchanged. Financing leases are included in machinery and equipment, and in financing lease liabilities, current and noncurrent, in OncoCyte’s condensed balance sheets (see Note 9). Stock Based Compensation In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting
Recently Issued Accounting Pronouncements Not Yet Adopted	Recently Issued Accounting Pronouncements Not Yet Adopted The recently issued accounting pronouncements applicable to OncoCyte that are not yet effective should be read in conjunction with the recently issued accounting pronouncements, as applicable and disclosed in OncoCyte’s Annual Report on Form 10-K for the year ended December 31, 2018. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2019
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 March 31, (unaudited) 2019 2018 Stock options 3,971 1,652 Warrants 4,035 2,779

Selected Balance Sheet Compon_2

Selected Balance Sheet Components (Tables)	3 Months Ended
	Mar. 31, 2019
Balance Sheet Related Disclosures [Abstract]
Schedule of Prepaid Expenses and Other Current Assets	As of March 31, 2019 and December 31, 2018, prepaid expenses and other current assets were comprised of the following (in thousands): March 31, 2019 December 31, 2018 (unaudited) Prepaid insurance $ 502 $ 102 Prepaid advisory services 369 - Other 259 78 Total prepaid expenses and other current assets $ 1,130 $ 180
Schedule of Accrued Expenses and Other Current Liabilities	As of March 31, 2019 and December 31, 2018, accrued expenses and other current liabilities were comprised of the following (in thousands): March 31, 2019 December 31, 2018 (unaudited) Accrued compensation $ 342 $ 1,303 Accrued vendors and other expenses (1) 1,615 806 Total accrued expenses and other current liabilities $ 1,957 $ 2,109
Schedule of Machinery and Equipment, Net	As of March 31, 2019 and December 31, 2018, machinery and equipment, primarily comprised of assets purchased under financing leases discussed in Notes 2 and 9, were as follows (in thousands): March 31, 2019 December 31, 2018 (unaudited) Machinery and equipment $ 1,112 $ 1,562 Accumulated depreciation (626 ) (948 ) Machinery and equipment, net $ 486 $ 614

Related Party Transactions (Tab

Related Party Transactions (Tables)	3 Months Ended
	Mar. 31, 2019
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 March 31, (unaudited) 2019 2018 Research and development $ 207 $ 220 General and administrative 118 73 Sales and marketing - 98 Total Use Fees $ 325 $ 391

Shareholders' Equity (Table) (U

Shareholders' Equity (Table) (USD $)	3 Months Ended
	Mar. 31, 2019
Shareholders Equity Table
Schedule of Reconciliation of Changes in Shareholders' Equity	The following tables provide the activity in shareholders’ equity for the periods from December 31, 2017 to March 31, 2018 and December 31, 2018 to March 31, 2019 (unaudited and in thousands). Common Stock Accumulated Other Comprehensive Accumulated Total Shareholders’ Shares Amount Loss Deficit Equity BALANCE AT DECEMBER 31, 2017 31,452 $ 59,968 $ (888 ) $ (54,677 ) $ 4,403 Net loss - - - (3,778 ) (3,778 ) Cumulative-effect adjustment for adoption of ASU 2016-01 on January 1, 2018 - - 888 (888 ) - Stock-based compensation - 347 - - 347 Sale of common shares and warrants 6,349 8,000 - - 8,000 Exercise of stock options 17 51 - - 51 BALANCE AT MARCH 31, 2018 37,818 $ 68,366 $ - $ (59,343 ) $ 9,023 Common Stock Accumulated Other Comprehensive Accumulated Total Shareholders’ Shares Amount Loss Deficit Equity BALANCE AT DECEMBER 31, 2018 40,664 $ 74,742 $ - $ (71,319 ) $ 3,423 Net loss - - - (3,864 ) (3,864 ) Stock-based compensation - 686 - - 686 Sale of common shares 10,733 40,250 - - 40,250 Financing costs paid to issue common shares - (3,251 ) - - (3,251 ) Exercise of stock options 576 943 - - 943 BALANCE AT MARCH 31, 2019 51,973 $ 113,370 $ - $ (75,183 ) $ 38,187

Stock-based Compensation (Table

Stock-based Compensation (Tables)	3 Months Ended
	Mar. 31, 2019
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 months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 2018 Research and development $ 130 $ (78 ) (1) General and administrative 554 256 Sales and marketing 2 169 Total stock-based compensation expense $ 686 $ 347 (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 $2.10 per share at March 31, 2018 for previously granted 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 three months ended March 31, 2019 and 2018 were as follows. Three Months Ended March 31, 2019 2018 (1) Expected life (in years) 6.07 8.00 Risk-free interest rates 2.47 % 2.81 % Volatility 79.18 % 72.70 % Dividend yield - % - % (1) Although there were no new stock option grants for the three months ended March 31, 2018, the assumptions shown in the table were used to compute the mark-to-market adjustments for previously granted consultant stock options for unvested shares.
2010 Plan Activity [Member]
Summary of Stock Option Activity	A summary of OncoCyte’s 2010 Plan activity and related information follows (in thousands except weighted average exercise price): Options Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price (unaudited) (unaudited) (unaudited) Balance at December 31, 2018 - 4,171 $ 2.92 Options exercised - (575 ) 1.64 Options forfeited, canceled and expired - (301 ) 3.42 Balance at March 31, 2019 - 3,295 $ 3.10 Exercisable at March 31, 2019 1,925 $ 3.09
2018 Incentive Plan Activity [Member]
Summary of Stock Option Activity	A summary of OncoCyte’s 2018 Incentive Plan activity and related information follows (in thousands except weighted average exercise price): Options Shares Available for Grant Number of Options Outstanding Weighted Average Exercise Price (unaudited) (unaudited) (unaudited) Balance at December 31, 2018 4,639 361 $ 2.21 Options granted (1,462 ) 1,462 3.53 RSUs granted (40 ) 20 - Options exercised - - - Options forfeited and canceled - - - Balance at March 31, 2019 3,137 1,843 $ 3.27 Exercisable at March 31, 2019 - -

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Schedule of Supplemental Cash Flow Information Related to Financing Lease	The following table presents supplemental cash flow information related to financing leases for the three months ended March 31, 2019 (in thousands): Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from financing leases $ 12 Financing cash flows from financing leases 134 Right-of-use assets obtained in exchange for lease obligations: Financing leases -
Schedule of Supplemental Balance Sheet Information Related to Financing Leases	The following table presents supplemental balance sheet information related to financing leases as of March 31, 2019 (in thousands, except lease term and discount rate): Financing Leases Machinery and equipment, gross $ 758 Accumulated depreciation (390 ) Machinery and equipment, net $ 368 Current liabilities $ 304 Noncurrent liabilities 134 Total financing lease liabilities $ 438 Weighted average remaining lease term Financing leases 1.6 years Weighted average discount rate Financing leases 9.6 %
Schedule of Future Minimum Annual Lease Payments	The following table presents future minimum lease commitments as of March 31, 2019 (in thousands): Financing Lease Payments Year Ending December 31, 2019 $ 274 2020 140 2021 60 Total minimum lease payments 474 Less amounts representing interest (36 ) Present value of net minimum lease payments $ 438

Organization, Description of _2

Organization, Description of the Business and Liquidity (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017	Feb. 17, 2017
Schedule of Equity Method Investments [Line Items]
Accumulated deficit	$ (75,183)	$ (71,319)
Cash and cash equivalents	39,257	$ 8,034	$ 12,612	$ 7,600
BioTime and AgeX Therapeutics shares held as marketable equity securities, at fair value	$ 600
BioTime, Inc. [Member]
Schedule of Equity Method Investments [Line Items]
Equity ownership percentage					50.00%

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	Jan. 02, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Subsidiary, Sale of Stock [Line Items]
Available-for-sale securities, Unrealized gain		$ 178	$ 190
BioTime, Inc. [Member]
Subsidiary, Sale of Stock [Line Items]
Shares held as available-for-sale securities, shares				353,264
Marketable equity securities, fair market value				$ 606
AgeX Therapeutics, Inc [Member]
Subsidiary, Sale of Stock [Line Items]
Shares held as available-for-sale securities, shares				35,326
Accounting Standards Update 2016-01 [Member]
Subsidiary, Sale of Stock [Line Items]
Available-for-sale securities, gross unrealized loss	$ 888

Summary of Significant Accoun_5

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
	Mar. 31, 2019	Mar. 31, 2018
Stock Options [Member]
Antidilutive securities excluded from computation of earnings per share	3,971,000	1,652,000
Warrant [Member]
Antidilutive securities excluded from computation of earnings per share	4,035,000	2,779,000

Selected Balance Sheet Compon_3

Selected Balance Sheet Components (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Balance Sheet Related Disclosures [Abstract]
Depreciation expense	$ 110	$ 103

Selected Balance Sheet Compon_4

Selected Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Selected Balance Sheet Components - Schedule Of Prepaid Expenses And Other Current Assets
Prepaid insurance	$ 502	$ 102
Prepaid advisory services	369
Other	259	78
Total prepaid expenses and other current assets	$ 1,130	$ 180

Selected Balance Sheet Compon_5

Selected Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands		Mar. 31, 2019	Dec. 31, 2018
Balance Sheet Related Disclosures [Abstract]
Accrued compensation		$ 342	$ 1,303
Accrued vendors and other expenses	[1]	1,615	806
Accrued expenses and other current liabilities		$ 1,957	$ 2,109
[1]	Includes $286,000 in accrued financing costs completed in February 2019 as of March 31, 2019 (see Note 6).

Selected Balance Sheet Compon_6

Selected Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Balance Sheet Related Disclosures [Abstract]
Accrued financing	$ 286	$ 286

Selected Balance Sheet Compon_7

Selected Balance Sheet Components - Schedule of Machinery and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Balance Sheet Related Disclosures [Abstract]
Machinery and equipment	$ 1,112	$ 1,562
Accumulated depreciation	(626)	(948)
Machinery and equipment, net	$ 486	$ 614

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
Related Party Transaction [Line Items]
Lease payment	$ 12
Common stock outstanding percentage			5.00%
Liquidated damages owed	$ 300
Current Liabilities [Member]
Related Party Transaction [Line Items]
Allocated use fees payable		$ 2,100
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%
Lease expire date	Jan. 31, 2023
BioTime, Inc. [Member] | Shared Facilities Agreement [Member]
Related Party Transaction [Line Items]
Lease payment	$ 2,100
Minimum fixed payments due under the shared facilities agreement	$ 108

Related Party Transactions - Sc

Related Party Transactions - Schedule of Aggregate Use of Fees Charged (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Research and development	$ 1,343	$ 1,461
General and administrative	2,449	1,787
Sales and marketing	205	658
BioTime, Inc. [Member]
Research and development	207	220
General and administrative	118	73
Sales and marketing		98
Total Use Fees	$ 325	$ 391

Loan Payable to Silicon Valle_2

Loan Payable to Silicon Valley Bank (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Feb. 21, 2017	Mar. 31, 2019	Mar. 31, 2018	Mar. 23, 2017
Debt Instrument [Line Items]
Amortization of deferred financing costs		$ 12	$ 22
Warrant [Member]
Debt Instrument [Line Items]
Amount borrowed				$ 2,000
Warrants to purchase, shares	8,247			7,321
Warrant exercise price, per share	$ 4.85			$ 5.46
Deferred financing costs		62
Aggregate deferred financing costs		196
Unamortized deferred financing costs		$ 23
Minimum [Member]
Debt Instrument [Line Items]
Warrant exercise price, per share		$ 3
Loan and Security Agreement [Member]
Debt Instrument [Line Items]
Amount borrowed	$ 2,000			$ 2,000
Periodic payment term	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
Periodic payments of principal and interest	$ 67
Base rate	4.25%
Prime rate plus variable spread per annum		6.25%
Debt instrument, maturity date		Apr. 1, 2020
Additional final payment fee percentage	5.80%
Amortization of deferred financing costs		$ 116
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%	0.75%

Shareholders' Equity (Details N

Shareholders' Equity (Details Narrative) $ / shares in Units, $ in Thousands	Jul. 31, 2018USD ($)$ / sharesshares	Mar. 28, 2018USD ($)$ / sharesshares	Jul. 21, 2017USD ($)Integer$ / sharesshares	Feb. 17, 2017USD ($)Integer$ / sharesshares	Feb. 28, 2019USD ($)shares	May 31, 2018USD ($)	Mar. 31, 2018USD ($)$ / shares	Mar. 31, 2019USD ($)$ / sharesshares	Mar. 31, 2018USD ($)$ / sharesshares	Dec. 31, 2018$ / sharesshares	Dec. 31, 2017$ / shares	Aug. 29, 2016$ / 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								85,000,000		85,000,000
Common stock par value | $ / shares
Proceeds from sale of number of stock					10,733,334
Proceeds from sale of stock | $					$ 37,300
Exercise of stock options | $					$ 900			$ 943	$ 51
Exercise of stock options, shares					576,000
Shares Issued, Price Per Share | $ / shares							$ 2.10		$ 2.10		$ 4.65
Proceeds from issuance of common stock | $								$ 40,250	$ 8,000
Common stock, shares issued								51,973,000		40,664,000
Common stock, shares outstanding								51,973,000		40,664,000
Warrants issued										4,035,339
Warrants outstanding										4,035,339
Warrant exercise agreement, number of forms | Integer			3
Exercise of stock options					576,000
Proceeds from exercise of options | $								$ 943	51
2016 Warrants [Member]
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
Issuance of separable units												3,246,153
Separable units, exercise price | $ / shares												$ 3.25
Common Stock [Member]
Exercise of stock options | $								$ 943	$ 51
Exercise of stock options, shares								576,000	17,000
Number of shares issued during period								10,733,000	6,349,000
Proceeds from issuance of common stock | $								$ 40,250	$ 8,000
Exercise of stock options								576,000	17,000
Proceeds from exercise of options | $								$ 900
Minimum [Member]
Warrants exercise price | $ / shares								$ 3
Maximum [Member]
Warrants exercise price | $ / shares								5.50
July 2018 Offering Warrants [Member]
Beneficially ownership percentage	4.99%
Warrants exercise price | $ / shares	$ 3
Warrant exercise period	5 years
2016 Warrants and New Warrants [Member]
Number of common stock shares called by warrants				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
First Form, Warrant Exercise Agreement, 2016 Warrants [Member]
Number of common stock shares called by warrants			226,923
Warrants exercise price | $ / shares			$ 3.25
Number of warrant holders | Integer			2
First Form, Warrant Exercise Agreement, July 2017 Warrants [Member]
Number of common stock shares called by warrants										226,923
Warrants exercise price | $ / shares										$ 5.50
Warrant exercise period								5 years
Second Form, Warrant Exercise Agreement, 2016 Warrants [Member]
Number of common stock shares called by warrants			540,000
Warrants exercise price | $ / shares			$ 3.25
Number of warrant holders | Integer			1
Second Form, Warrant Exercise Agreement, July 2017 Warrant [Member]
Warrant exercise period										5 years
Second Form, Warrant Exercise Agreement, July 2017 Warrant [Member]
Number of common stock shares called by warrants			270,000
Warrants exercise price | $ / shares			$ 3.25
Third Form, Warrant Exercise Agreement, 2016 Warrants [Member]
Number of common stock shares called by warrants			1,000,000
Warrants exercise price | $ / shares			$ 3.25
Number of warrant holders | Integer			1
Third Form Part1 Warrant Exercise Agreement July 2017 Warrant [Member]
Number of common stock shares called by warrants								500,000
Warrants exercise price | $ / shares								$ 5.50
Warrant exercise period								2 years
Third Form Part2 Warrant Exercise Agreement July 2017 Warrant [Member]
Number of common stock shares called by warrants								500,000
Warrants exercise price | $ / shares								$ 3.25
July 2017 Warrants [Member]
Number of common stock shares called by warrants			1,496,923
Proceeds from exercise of warrants | $			$ 5,740
Weighted average price | $ / shares			$ 4.34
July 2018 Offering [Member]
Proceeds from the sale of common stock and warrants | $	$ 3,300
Number of common stock shares called by warrants	1,256,118
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
Shares Issued, Price Per Share | $ / shares	$ 2.86
Investors Group One [Member] | New Warrants [Member]
Number of common stock shares called by warrants				200,000
Warrants exercise price | $ / shares				$ 5.50
One Investor [Member] | New Warrants [Member]
Number of common stock shares called by warrants				212,500
Warrants exercise price | $ / shares				$ 3.25
Number of warrant holders | Integer				1
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

Shareholders' Equity - Schedule

Shareholders' Equity - Schedule of Reconciliation of Changes in Shareholders' Equity (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Feb. 28, 2019	Mar. 31, 2019	Mar. 31, 2018
Balance		$ 3,423	$ 4,403
Net loss		(3,864)	(3,778)
Cumulative-effect adjustment for adoption of ASU 2016-01 on January 1, 2018
Stock-based compensation		686	347
Sale of common shares and warrants		40,250	8,000
Financing costs paid to issue common shares and warrants		(3,251)
Exercise of stock options	$ 900	943	51
Exercise of stock options, shares	576,000
Balance		38,187	9,023
Common Stock [Member]
Balance		$ 74,742	$ 59,968
Balance, shares		40,664,000	31,452,000
Stock-based compensation		$ 686	$ 347
Sale of common shares and warrants		$ 40,250	$ 8,000
Sale of common shares and warrants, shares		10,733,000	6,349,000
Financing costs paid to issue common shares and warrants		$ (3,251)
Exercise of stock options		$ 943	$ 51
Exercise of stock options, shares		576,000	17,000
Balance		$ 113,370	$ 68,366
Balance, shares		51,973,000	37,818,000
Accumulated Other Comprehensive Loss [Member]
Balance			$ (888)
Cumulative-effect adjustment for adoption of ASU 2016-01 on January 1, 2018			888
Sale of common shares and warrants
Balance
Accumulated Deficit [Member]
Balance		(71,319)	(54,677)
Net loss		(3,864)	(3,778)
Cumulative-effect adjustment for adoption of ASU 2016-01 on January 1, 2018			(888)
Sale of common shares and warrants
Balance		$ (75,183)	$ (59,343)

Stock-based Compensation (Detai

Stock-based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Exercise prices ranging, lower limit	$ 2.30
Exercise prices ranging, upper limit	$ 3.15
Performance-based options outstanding	856,800
Option vested	47,500
Share based compensation expenses	$ 101
2010 Stock Option Plan [Member]
Common stock, shares authorized	5,200,000
2018 Incentive Plan Activity [Member]
Number of common stock reserved for future issuance	5,000,000
Performance-based options outstanding	1,843,000	361,000
Option vested

Stock-based Compensation - Summ

Stock-based Compensation - Summary of Stock Option Activity (Details) - $ / shares	1 Months Ended	3 Months Ended
	Feb. 28, 2019	Mar. 31, 2019
Shares Available For Grant Options Exercised		47,500
Number Of Options Outstanding, Options Exercised	(576,000)
Number of Options Outstanding, End of the Period		856,800
2010 Plan Activity [Member]
Shares Available For Grant Outstanding, Beginning of The Period
Shares Available For Grant Options Exercised
Shares Available For Grant Options Forfeited, Canceled And Expired
Shares Available for Grant Outstanding, End of the Period
Number of Options Outstanding, Beginning of the Period		4,171,000
Number Of Options Outstanding, Options Exercised		(575,000)
Number Of Options Outstanding, Options Forfeited, Canceled And Expired		(301,000)
Number of Options Outstanding, End of the Period		3,295,000
Number of Options Outstanding, Exercisable, End of the Period		1,925,000
Weighted Average Exercise Price, Options Outstanding, Beginning of the Period		$ 2.92
Weighted Average Exercise Price, Options Exercised		1.64
Weighted Average Exercise Price, Options Forfeited, Canceled and Expired		3.42
Weighted Average Exercise Price, Outstanding End of the Period		3.10
Weighted Average Exercise Price, Exercisable, End of the Period		$ 3.09
2018 Incentive Plan Activity [Member]
Shares Available For Grant Outstanding, Beginning of The Period		4,639,000
Shares Available For Grant Options Granted		(1,462,000)
Shares Available For Grant Options RSUs Granted		(40,000)
Shares Available For Grant Options Exercised
Shares Available For Grant Options Forfeited, Canceled And Expired
Shares Available for Grant Outstanding, End of the Period		3,137,000
Number of Options Outstanding, Beginning of the Period		361,000
Number Of Options Outstanding, Option Granted		1,462,000
Number Of Options Outstanding, Option RSUs Granted		20,000
Number Of Options Outstanding, Options Exercised
Number Of Options Outstanding, Options Forfeited, Canceled And Expired
Number of Options Outstanding, End of the Period		1,843,000
Number of Options Outstanding, Exercisable, End of the Period
Weighted Average Exercise Price, Options Outstanding, Beginning of the Period		$ 2.21
Weighted Average Exercise Price, Option Granted		3.53
Weighted Average Exercise Price, Option RSUs Granted
Weighted Average Exercise Price, Options Exercised
Weighted Average Exercise Price, Options Forfeited, Canceled and Expired
Weighted Average Exercise Price, Outstanding End of the Period		3.27
Weighted Average Exercise Price, Exercisable, End of the Period

Stock-based Compensation - Cate

Stock-based Compensation - Categories of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Total stock-based compensation expense	$ 686	$ 347
Stock Option Plan [Member] | Research and Development [Member]
Total stock-based compensation expense	130	(78)	[1]
Stock Option Plan [Member] | General and Administrative [Member]
Total stock-based compensation expense	554	256
Stock Option Plan [Member] | Sales and Marketing [Member]
Total stock-based compensation expense	$ 2	$ 169
[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 $2.10 per share at March 31, 2018 for previously granted consultant stock options which require mark-to-market adjustment each quarter for unvested shares.

Stock-based Compensation - Ca_2

Stock-based Compensation - Categories of Stock-based Compensation Expense (Details) (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Share-based Payment Arrangement [Abstract]
Stock price per shares	$ 2.10	$ 4.65

Stock-based Compensation - Sche

Stock-based Compensation - Schedule of Assumptions Used to Calculate Fair Value of Stock Options (Details)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	[1]
Share-based Payment Arrangement [Abstract]
Expected life (in years)	6 years 26 days	8 years
Risk-free interest rates	2.47%	2.881%
Volatility	79.18%	72.70%
Dividend yield	0.00%	0.00%
[1]	Although there were no new stock option grants for the three months ended March 31, 2018, the assumptions shown in the table were used to compute the mark-to-market adjustments for previously granted consultant stock options for unvested shares.

Commitments and Contingencies_2

Commitments and Contingencies (Details Narrative) - USD ($)	Jul. 02, 2018	Apr. 07, 2016	Mar. 31, 2019	Mar. 31, 2019	Apr. 30, 2017	Dec. 31, 2016
Other Commitments [Line Items]
Monthly payment under capital lease			$ 36,000	$ 36,000
Master Lease Line Agreement [Member]
Other Commitments [Line Items]
Lease agreement value		$ 435,000			$ 285,000	$ 161,000
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
Lease Agreement [Member]
Other Commitments [Line Items]
Lease agreement value	$ 6,709
Capital lease term	36 months
Available amount under lease agreement	$ 209,000
Prepaid maintenance under capital lease	116,000
Imputed interest under capital lease	10,238
Remaining financing available under capital lease	$ 502,000
Maximum [Member] | Master Lease Line Agreement [Member]
Other Commitments [Line Items]
Lease agreement value		$ 881,000
Minimum [Member] | Master Lease Line Agreement [Member]
Other Commitments [Line Items]
Percentage of fair value on original cost to purchase an equipment		12.50%

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Financing Lease (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Commitments And Contingencies - Schedule Of Supplemental Cash Flow Information Related To Financing Lease
Operating cash flows from financing leases	$ 12
Financing cash flows from financing leases	134	$ 81
Financing leases

Commitments and Contingencies_3

Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information Related to Financing Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Commitments And Contingencies - Schedule Of Supplemental Balance Sheet Information Related To Financing Leases
Machinery and equipment, gross	$ 758
Accumulated depreciation	(390)
Machinery and equipment, net	368
Current liabilities	304	$ 385
Noncurrent liabilities	134	$ 187
Total financing lease liabilities	$ 438
Weighted average remaining lease term financing leases	1 year 7 months 6 days
Weighted average discount rate financing leases	9.60%

Commitments and Contingencies_4

Commitments and Contingencies - Schedule of Future Minimum Annual Lease Payments (Details) $ in Thousands	Mar. 31, 2019USD ($)
Commitments and Contingencies Disclosure [Abstract]
2019	$ 274
2020	140
2021	60
Total minimum lease payments	474
Less amounts representing interest	(36)
Present value of net minimum lease payments	$ 438