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May 12, 2020
Mitchell Levine
Chief Financial Officer
OncoCyte Corporation
15 Cushing
Irvine, California 92618
Re:OncoCyte Corporation
Preliminary Proxy Statement on Schedule 14A
Filed April 28, 2020
File No. 001-37648
Dear Mr. Levine:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed April 28, 2020
Exclusive Forum Selection Provision, page 33
1.We note your disclosure in the last column of this section indicates that your exclusive
forum provision will reserve jurisdiction to “Delaware courts, except that the Delaware
Certificate requires that federal district courts shall be the exclusive forum for complaints
arising under the Securities Act of 1933.”  Please revise to disclose, if true, that the Court
of Chancery of the State of Delaware or, if such court does not have subject matter
jurisdiction thereof, the federal district court of the State of Delaware will be the exclusive
forum for the applicable actions, as indicated in Article XII of your form Certificate of
Incorporation.
2.Given that your forum selection provision identifies the Court of Chancery of the State of
Delaware as the exclusive forum for certain litigation, including any “derivative action,”
please disclose whether this provision is intended to apply to actions arising under the
Exchange Act.  In that regard, we note that Section 27 of the Exchange Act creates

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exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder.  If this provision is not
intended to apply to actions arising under the Exchange Act, please ensure that the
exclusive forum provision states this clearly, or tell us how you will inform shareholders
in future filings that the provision does not apply to any actions arising under the
Exchange Act.
3.We note that your forum selection provision identifies the federal district courts of the
United States as the exclusive forum for the resolution of any complaint asserting a cause
of action arising under the Securities Act of 1933, as amended.  In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder.  Please disclose that there is uncertainty as to
whether a court would enforce such provision and that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder.
4.Please revise your disclosure to describe any risks or other impacts on shareholders related
to the proposed exclusive forum provision.  Risks may include, but are not limited to,
increased costs to bring a claim and that these provisions can discourage claims or limit
investors’ ability to bring a claim in a judicial forum that they find favorable.
Reasons for the Common Stock Amendment Proposal, page 42
5.We note your disclosure that the additional shares of common stock that you are asking
shareholders to approve may be used to acquire shares of Razor Genomics, Inc., for the
acquisition of Insight Genetics, Inc., and for an Equity Distribution Agreement with Piper
Sandler & Co. pursuant to which you may offer and sell shares of common stock.  Please
revise your preliminary proxy statement to provide the disclosures required by Items 11,
13 and 14 of Schedule 14A with respect to those matters, as applicable, pursuant to Note
A of Schedule 14A.  Alternatively, please provide us with analysis supporting why such
disclosure is not required.

 FirstName LastNameMitchell Levine
 Comapany NameOncoCyte Corporation
 May 12, 2020 Page 3
 FirstName LastName
Mitchell Levine
OncoCyte Corporation
May 12, 2020
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 or Joseph McCann at (202) 551-6262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard S. Soroko, Esq.