Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On August 9, 2024, Oncocyte Corporation (the "Company") entered into a sales agreement (the "Sales Agreement") with Needham & Company, LLC (the "Sales Agent"), pursuant to which the Company may offer and sell from time to time up to an aggregate of $7,500,000 of shares of the Company's common stock, no par value per share (the "Placement Shares"), through the Sales Agent.

The Placement Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Registration Statement on Form S-3 (File No. 333-281159) (the "Registration Statement"), which was filed with the Securities and Exchange Commission ("SEC") on August 1, 2024 and declared effective by the SEC on August 7, 2024, the base prospectus contained within the Registration Statement, and a prospectus supplement dated August 9, 2024.

Sales of the Placement Shares, if any, pursuant to the Sales Agreement, may be made in sales deemed to be "at the market offerings" as defined in Rule 415 promulgated under the Securities Act. The Sales Agent will act as sales agent and will use commercially reasonable efforts to sell, on the Company's behalf, all of the Placement Shares requested to be sold by the Company, consistent with its normal trading and sales practices, the terms of the Sales Agreement, and applicable law and regulations. The Company may also sell Placement Shares to the Sales Agent as principal in negotiated transactions.

The Company has no obligation to sell any Placement Shares, and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. The Company intends to use the net proceeds from this offering for working capital and other general corporate purposes. The Sales Agreement will terminate, and offer and sale of the Placement Shares pursuant to the Sales Agreement will cease, upon the earlier of (a) the issuance and sale of all of the Placement Shares subject to the Sales Agreement or (b) the termination of the Sales Agreement by the Sales Agent or the Company pursuant to the terms thereof. The Sales Agreement contains customary representations, warranties and agreements by the Company, as well as indemnification obligations of the Company for certain liabilities under the Securities Act.

Under the terms of the Sales Agreement, the Company will pay the Sales Agent a commission equal to 3.0% of the aggregate gross proceeds from each sale of Placement Shares sold through it under the Sales Agreement. In addition, the Company has agreed to pay certain expenses incurred by the Sales Agent in connection with the offering.

This Current Report on Form 8-K (this "Current Report") shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The description of the material terms of the Sales Agreement is not intended to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report and incorporated herein by reference.

Stradling Yocca Carlson & Rauth LLP, counsel to the Company, has issued an opinion to the Company, dated August 9, 2024, regarding the validity of the Placement Shares. A copy of the opinion is filed as Exhibit 5.1 to this Current Report.