SecProbe.io

CORRESP
 1
 filename1.htm

 Oncocyte
Corporation

 15
Cushing

 Irvine,
California 92618

 April
4, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Life Sciences

 U.S.
Securities and Exchange Commission

 Washington,
D.C. 20549

 Attention:
Alan Campbell

 Re:
 Oncocyte
 Corporation
 Registration
 Statement on Form S-1
 Originally
 filed on March 28, 2025
 File
 No. 333-286251 (the “ Registration Statement ”)
 Request
 for Acceleration

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “ Commission ”) under
the Securities Act of 1933, as amended, Oncocyte Corporation (the “ Company ”) hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 4:00 p.m., Eastern Time, on April 7, 2025, or
as soon thereafter as practicable.

 Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Jayun Koo, Esq. at (212) 835-4823.

 Very
 truly yours,

 Oncocyte
 Corporation

 By:
 /s/
 Josh Riggs

 Josh
 Riggs

 President
 and Chief Executive Officer

 cc:
Jayun Koo, Esq., Haynes and Boone, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 3, 2025

Joshua Riggs
President and Chief Executive Officer
Oncocyte Corporation
15 Cushing
Irvine, CA 92618

 Re: Oncocyte Corporation
 Registration Statement on Form S-1
 Filed March 28, 2025
 File No. 333-286251
Dear Joshua Riggs:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Alan Campbell at 202-551-4224 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Greg Kramer, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
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Oncocyte
Corporation

15
Cushing

Irvine,
California 92618

October
21, 2024

VIA
EDGAR

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

Washington,
D.C. 20549

Attention:
Joshua Gorsky

    Re:
    Oncocyte
    Corporation

    Registration
    Statement on Form S-3

    Originally
    filed on October 16, 2024, as amended on October 18, 2024

    File
    No. 333-282683 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, Oncocyte Corporation (the “Company”) hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 5:30 p.m., Eastern Time, on October 21,
2024, or as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Greg Kramer, Esq. at (212) 835-4819.

    Very
    truly yours,

    Oncocyte
    Corporation

    By:
    /s/
    Josh Riggs

    Josh
    Riggs

    President
    and Chief Executive Officer

cc:
Greg Kramer, Esq., Haynes and Boone, LLP

October 17, 2024
Joshua Riggs
President and Chief Executive Officer
Oncocyte Corporation
15 Cushing
Irvine, California 92618
Re:Oncocyte Corporation
Registration Statement on Form S-3
Filed October 16, 2024
File No. 333-282683
Dear Joshua Riggs:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Alok A. Choksi, Esq.

CORRESP
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Oncocyte
Corporation

15
Cushing

Irvine,
California 92618

(949)
409-7600

August
7, 2024

SUBMITTED
VIA EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
DC 20549

    Re:
    Oncocyte
    Corporation Acceleration Request

    Registration
    Statement on Form S-3

    Filed
    August 1, 2024

    File
    No. 333-281159

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Oncocyte Corporation (the “Company”),
hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration
Statement on Form S-3 (the “Registration Statement”), and declare the Registration Statement effective as of 5:00 P.M., Eastern
Time, on August 7, 2024, or as soon thereafter as is practicable, or at such other time as the Company or its counsel may orally request
by telephone.

Should
the Securities and Exchange Commission have any questions regarding this acceleration request, please do not hesitate to contact Christopher
P. McCaskill, an attorney with the Company’s outside legal counsel, Stradling Yocca Carlson & Rauth LLP, via telephone at (949)
725-4028 or via email at pmccaskill@stradlinglaw.com. We respectfully request that you contact Mr. McCaskill via telephone as soon as
the above-referenced Registration Statement has been declared effective.

    Sincerely,

    ONCOCYTE
    CORPORATION

    /s/
    Joshua Riggs

    Joshua
    Riggs

    President
    and Chief Executive Officer

    cc:
    Oncocyte
    Corporation

    Andrea
    James, Chief Financial Officer

    Stradling
    Yocca Carlson & Rauth LLP

    Christopher
    P. McCaskill, Esq.

August 6, 2024
Joshua Riggs
President and Chief Executive Officer
Oncocyte Corporation
15 Cushing
Irvine, California 92618
Re:Oncocyte Corporation
Registration Statement on Form S-3
Filed August 1, 2024
File No. 333-281159
Dear Joshua Riggs:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Pace McCaskill, Esq.

CORRESP
1
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Oncocyte
Corporation

15
Cushing

Irvine,
California 92618

May
21, 2024

VIA
EDGAR

Division
of Corporation Finance

Office
of Life Sciences

U.S.
Securities and Exchange Commission

Washington,
D.C. 20549

Attention:
Jessica Dickerson

    Re:
    Oncocyte
    Corporation

    Registration
    Statement on Form S-3

    Originally
    filed on May 10, 2024, as amended on May 17, 2024

    File
    No. 333-279350 (the “Registration Statement”)

    Request
    for Acceleration

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, Oncocyte Corporation (the “Company”) hereby respectfully requests acceleration
of the effective date of the Registration Statement, so that it may become effective at 4:30 p.m., Eastern Time, on May 22, 2024, or
as soon thereafter as practicable.

Should
any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes
and Boone, LLP, attention: Greg Kramer, Esq. at (212) 835-4819.

    Very
    truly yours,

    Oncocyte
    Corporation

    By:
    /s/
    Josh Riggs

    Josh
    Riggs

    President
    and Chief Executive Officer

cc:
Greg Kramer, Esq., Haynes and Boone, LLP

United States securities and exchange commission logo
May 14, 2024
Joshua Riggs
President and Chief Executive Officer
Oncocyte Corporation
15 Cushing
Irvine, CA 92618
Re:Oncocyte Corporation
Registration Statement on Form S-3
Filed May 10, 2024
File No. 333-279350
Dear Joshua Riggs:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Jessica Dickerson at 202-551-8013 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Greg Kramer, Esq.

CORRESP
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Oncocyte
Corporation

15
Cushing

Irvine,
California 92618

    July
    26, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Chris Edwards

    Re:
    Oncocyte
    Corporation

    Registration
    Statement on Form S-3

    File
    No. 333-257905

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Oncocyte Corporation (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 5:00 p.m., Eastern Standard Time, on Thursday, July 29, 2021, or as soon thereafter as possible.

Please
notify Kandace Watson of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (858) 720-8930 as soon as possible as
to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    ONCOCYTE
    CORPORATION

    By:
    /s/
    Mitchell Levine

    Name:
     Mitchell
    Levine

    Title:
    Chief
    Financial Officer

      - 1 -

United States securities and exchange commission logo
July 21, 2021
Mitchell Levine
Chief Financial Officer
Oncocyte Corporation
15 Cushing
Irvine, California 92618
Re:OncoCyte Corporation
Registration Statement on Form S-3
Filed July 14, 2021
File No. 333-257905
Dear Mr. Levine:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nazia J. Khan

CORRESP
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    15
    Cushing Road

    Irvine,
    CA 92618

    +844.ONCOCYTE

    +844.662.6298

    +949.409.7600

    customer.service@oncocyte.com

    oncocyte.com

June
4, 2021

Securities
and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    RE:
    OncoCyte
    Corporation

    Registration
    Statement on Form S-3

    File
    No. 333-256650

Ladies/Gentlemen:

The
undersigned registrant, OncoCyte Corporation (the “Company”), hereby requests that its Registration Statement on Form
S-3, File No. 333-256650, be declared effective at 9:30 a.m. on Tuesday, June 8, 2021, or as soon thereafter as practicable.

The
registrant acknowledges that:

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
    from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Sincerely,

    OncoCyte
    Corporation

    By:
    /s/
    Li Yu

    Vice President, Controller

United States securities and exchange commission logo
June 3, 2021
Mitchell Levine
Chief Financial Officer
OncoCyte Corp
15 Cushing
Irvine, California 92618
Re:OncoCyte Corp
Registration Statement on Form S-3
Filed May 28, 2021
File No. 333-256650
Dear Mr. Levine:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard S. Soroko

CORRESP
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LAW
OFFICES

THOMPSON
WELCH SOROKO & GILBERT LLP

450
PACIFIC AVENUE, SUITE 200

SAN
FRANCISCO, CA 94133-4645

(415)
262-1200

    FACSIMILE

    (415)
    262-1212

May
28, 2021

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    OncoCyte
    Corporation

    Registration
    Statement on Form S-3

Ladies
and Gentlemen:

This
letter is being submitted in connection with the filing of a Registration Statement on Form S-3 by OncoCyte Corporation (the “Company”)
to register for sale under the Securities Act of 1933, as amended, up to $240,000,000 in aggregate offering price of (a) shares of the
common stock, no par value, of the Company (the “Common Stock”), (b) shares of the preferred stock, no par value, of the
Company (the “Preferred Stock”), (c) warrants to purchase Common Stock or Preferred Stock (the “Warrants”), and
(d) units comprised of one or more of the Common Stock, the Preferred Stock, or the Warrants in any combination (the “Units”).
The Common Stock, Preferred Stock, Warrants, Units, and any shares of Common Stock or Preferred Stock included in Units or issuable upon
exercise of Warrants or conversion of convertible Preferred Stock are collectively referred to as the “Company Securities”).
The Company Securities may be offered for sale from time to time pursuant to prospectus supplements that will be filed with respect to
each such offering.

Please
direct any questions or comments to the undersigned at 415 298-2171 or by email to rsoroko@twsglaw.com with a copy to the Company’s
Chief Financial Officer, Mitchell Levine, at mlevine@oncocyte.com.

    Very
    truly yours,

    /s/
    Richard S. Soroko

    Richard
    S. Soroko

CORRESP
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OncoCyte
Corporation

15
Cushing

Irvine,
California 92618

    August
    17, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Chris Edwards

    Re:
    OncoCyte
    Corporation

    Registration
    Statement on Form S-3

    File
    No. 333-240207

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, OncoCyte Corporation (the
“Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Standard Time, on Thursday August 20, 2020, or as soon thereafter as possible.

Please
notify Kandace Watson of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (858) 720-8930 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    ONCOCYTE
    CORPORATION

    By:
    /s/
    Mitchell Levine

    Name:
    Mitchell
    Levine

    Title:
    Chief
    Financial Officer

    - 1 -

United States securities and exchange commission logo
August 7, 2020
Mitchell Levine
Chief Financial Officer
Oncocyte Corporation
15 Cushing
Irvine, California 92618
Re:Oncocyte Corporation
Registration Statement on Form S-3
Filed July 30, 2020
File No. 333-240207
Dear Mr. Levine:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Chris Edwards at (202) 551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Nazia Khan, Esq.

United States securities and exchange commission logo
May 26, 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 completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Richard S. Soroko, Esq.

CORRESP
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LAW
OFFICES

THOMPSON
WELCH SOROKO & GILBERT LLP

450
PACIFIC AVENUE, SUITE 200

SAN
FRANCISCO, CA 94133-4645

(415)
262-1200

    FACSIMILE

    RICHARD
    S. SOROKO
    (415)
    262-1212

    E-mail:
    richard@TWSGLAW.com

    SAN
    RAFAEL OFFICE

    (415)
    448-5000

May
18, 2020

Securities
and Exchange Commission

Division
of Corporation Finance

Office of Life Sciences

100
F Street, NE

Washington,
D.C. 20549

    Re:
    OncoCyte
    Corporation

    Preliminary
    Proxy Material

Ladies
and Gentlemen:

This
letter is being submitted on behalf of OncoCyte Corporation (the “Company”) in response to your comment letter of
May 12, 2020 regarding the Company’s preliminary proxy statement. Set forth below are your comments with our response, including
where applicable, references to amended disclosures added to the preliminary proxy statement that the Company is filing concurrently
with this letter.

Exclusive
Forum Selection Provision, page 33

Comments
1 through 4

The
Company has determined not to present the Reincorporation Proposal to its shareholders at this year’s annual meeting. Accordingly,
that proposal has been removed from the amended preliminary proxy statement and proxy card.

Reasons
for the Common Stock Amendment Proposal, page 42

Comment
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.

Response

Please
see the disclosure added on page 29 that adds information regarding the Razor and Insight transactions.

Securities
and Exchange Commission

May
18, 2020

Page
2

Instruction
1 to Item 13 provides that “any or all of the information required by paragraph (a) of this Item not material for the exercise
of prudent judgment in regard to the matter to be acted upon may be omitted” and “[i]n the usual case … the
information is not deemed material where the matter to be acted upon is the authorization or issuance of common stock, otherwise
than in an exchange, merger, consolidation, acquisition or similar transaction…”

Item
14, by its terms, is applicable only to the following transactions, none of which are transactions for which common stock authorized
by the Common Stock Amendment Proposal would be issued:

    (1)
    A merger or consolidation;

    (2)
    An acquisition of securities of another person;

    (3)
    An acquisition of any other going business or the assets of a going business;

    (4)
    A sale or other transfer of all or any substantial part of assets; or

    (5)
    A liquidation or dissolution.

We
believe that financial information under Item 13 and the disclosures required by Item 14 are not applicable for the reasons discussed
below, which are consistent with certain accounting and reporting decisions previously concurred with by the Deputy Chief Accountant
of the Division of Corporation Finance.

Insight
Transaction

On
January 31, 2020, the Company acquired Insight pursuant to an Agreement and Plan of Merger (the “Merger Agreement”)
by paying $7 million in cash and issuing shares of Company common stock valued at $5 million. The merger was completed and the
aforesaid shares of Company common stock were issued on that date from authorized but unissued shares then available for that
purpose. As of the merger date noted above, Insight became the Company’s wholly owned subsidiary and on that date the Company
began consolidating Insight’s operations and results with its own operations and results. Accordingly, the Common Stock
Amendment Proposal has no bearing on the merger or the issuance of shares to acquire Insight.

Under
the terms of Merger Agreement, the Company has a contingent, post-merger, obligation to pay up to $6.0 million in any combination
of cash or shares of Company common stock if certain clinical trial and Medicare reimbursement milestones are achieved with respect
to the DetermaIO™ cancer diagnostic test that the Company acquired through the merger. Whether the milestone payments become
due or not has no bearing on the completion of the merger and, as state above, the shares of Company common stock issuable to
consummate the merger have already been issued. The Company will determine whether the milestone payments will be made in cash,
in common stock, or in a combination of cash and common stock at the time the payments are due. Accordingly, there is no obligation
for the Company to issue any additional shares of its common stock to the former Insight shareholders. The Company has included
disclosure of the contingent payment obligation only because, as a matter of full disclosure, it is a possible future use its
common stock.

For
periods prior to the merger, Insight’s financial results were not deemed meaningful. With the concurrence of the Deputy
Chief Accountant of the Division of Corporation Finance by letter of October 25, 2019 and subsequent discussions, the Company
filed, as exhibits to an amendment of its Current Report on Form 8-K reporting the completion of the merger, an audited statement
of assets acquired and liabilities assumed at fair value in lieu of the financial statements of Insight that would otherwise have
been required by Rule 8-04 of Regulation S-X, and unaudited pro forma condensed combined balance sheets of the Company as of December
31, 2018 and September 30, 2019, in lieu of the pro forma financial statements otherwise required by Rule 8-05 of Regulation S-X,
all pursuant to the October 25th letter referenced above.

Securities
and Exchange Commission

May
18, 2020

Page
3

The
Company has accounted for the merger as a business combination under Accounting Standards Codification (ASC) 805, Business
Combinations, which requires, among other things, that the assets and liabilities assumed be recognized at their fair values
as of the acquisition date. The Company recorded these contingent milestone payment obligations noted above as liabilities as
of the merger date, among other assets and liabilities recognized in the merger, at their fair value and included these acquired
assets and liabilities, including the milestone payments, in the consolidated financial statements of the Company as of March
31, 2020 in the Company’s Quarterly Report on Form 10-Q. The Company’s Form 10-Q also includes disclosures
of the merger, including the contingent payment obligations in accordance with ASC 805.

Although
the Company’s consolidated financial statements now reflect the Company’s contingent obligations to make the milestone
payments, the actual payment obligation remains contingent and will not vest until a future date when and if the milestones are
achieved, which may be years from the date of the merger, by which time the Company’s current financial information will
be far out of date. In any event, shareholders will receive a copy of the Company’s Annual Report on Form 10-K for the year
ended December 31, 2019 along with the proxy statement and will have full year audited financial information and management’s
discussion and analysis of financial condition and results of operations to refer to if they believe that information is relevant
to their voting decision.

Based
on the forgoing: (a) Item 14 of Regulation 14A is not applicable because the Common Stock Amendment Proposal will not provide
the Company with shares for use in a merger or acquisition of a going business or assets of a going business or securities of
another person; (b) historical Insight financial statements and Company pro forma financial statements would not be meaningful
to shareholders in making a determination on the Common Stock Amendment Proposal; and (c) financial and other Company information
referenced by Item 13 of Regulation 14A is not meaningful to Company shareholders with respect to the possibility that the Company
might, in its discretion, issue shares of common stock in lieu of paying cash as a future milestone payment.

Razor
Transaction

The
purpose of the Razor transaction was for the Company to acquire rights to Razor’s lung cancer diagnostic assay which the
Company has branded and has commenced marketing as DetermaRx. The Company and the Razor shareholders agreed that conducting a
large clinical trial of DetermaRx would be beneficial in enhancing the asset’s value in cancer treatment as the
“standard of care” and therefore its value for asset acquisition purposes, but Razor did not have capital to conduct
the clinical trial before licensing its rights to the diagnostic test to the Company. To address the interests of the Company
and the Razor shareholders, the transaction was structured in a manner that immediately sublicensed to the Company exclusive rights
to DetermaRx while providing cash payments to Razor shareholders and establishing a fund to finance a portion of the clinical
trial costs. That transaction was completed in September 2019 when the Company purchased shares of Razor preferred stock representing
a 25% equity and voting interest in Razor and acquired the rights to develop and commercialize DetermaRx through a sublicense
from Razor. The Company paid Razor $10 million for the preferred stock, and Razor used $6 million of those funds to redeem outstanding
shares of its common stock held by its stockholders, thus providing Razor shareholders with value for the transfer of DetermaRx
rights to the Company. The balance of $4 million was contractually committed as a reserve fund to pay a portion of the cost of
the clinical trials of DetermaRx that are expected to take several years to complete. If the clinical trial costs exceed the $4
million in the reserve fund, the Company will pay the excess.

Certain
potential future milestone payments to Razor shareholders were established based on the future attainment of clinical trial reimbursement
milestones. It is the attainment of those milestones that may trigger an issuance of Company common stock to Razor shareholders
in the future, similar to the milestone payments discussed above with respect to the Insight transaction. Razor shareholders may
also receive royalty payments in cash based on Company revenues from performing DetermaRx tests and a cash payment for Medicare
reimbursement approval.

Securities
and Exchange Commission

May
18, 2020

Page
4

If
a milestone related to the establishment of clinical trial sites is met by Razor within a four year period (the “Trial Site
Milestone”), the Company would be obligated to purchase the remaining outstanding shares of Razor common stock from Razor
shareholders for $10 million in cash and shares of Company common stock valued at $5 million, subject to certain limitations as
described in the proxy statement. Regardless of whether the Trial Site Milestone is met and the Company purchases shares of Razor
common stock, upon completion of enrollment of the full number of patients for the clinical trial (the “Enrollment Milestone”),
the Company will issue to Razor shareholders (other than the Company) shares of Company common stock having an aggregate market
value at the date of issue equal to $3 million, subject to certain limitations as described in the proxy statement. The Enrollment
Milestone is not dependent on the attainment of the Trial Site Milestone or the Company’s purchase of outstanding shares
of Razor common stock, but rather is an independent obligation under a Development Agreement related to the DetermaRx clinical
trial. The Trial Site Milestone payment and the Enrollment Milestone payment are potential additional consideration for the
acquisition of DetermaRx and are similar to earnout payments.

The
DetermaRx acquisition is an asset acquisition and not the acquisition of a business. The Company acquired only a 25% equity and
voting interest in Razor through the purchase of the Razor preferred stock and is accounting for Razor as an equity method investment
under the equity method of accounting in accordance with ASC 323, Investments – Equity
Method and Joint Ventures. Accordingly, (a) the Company did not acquire Razor and (b) Razor did not become a consolidated
subsidiary of the Company as a result of the transaction. However, the Company did acquire Razor’s rights to its cancer
diagnostic test, now known as DetermaRx, which was the purpose for which the Company entered into the Razor transaction. Razor
had no material assets other than the diagnostic test acquired by the Company. Razor, at the time of the transaction had
and as of today has, no workforce, no commercial product, no revenues, no distribution system, no customers, no facilities,
and no trade names. Accordingly, in accordance with Rule 11-01(d) of SEC Regulation S-X criteria for determining whether an acquisition
involves a business or an asset, Razor is not a “going business”, rather it is an asset. The asset determination is
also consistent under FASB’s Accounting Standards Update (ASU) 2017-01, Business combinations (Topic 805): Clarifying
the Definition of a Business. Therefore, the Common Stock Amendment Proposal will not provide the Company with shares for
use in a merger or an acquisition of a going business or assets of a going business under Item 14 of Schedule 14A. Moreover, because
Razor is not a business and has no other material assets, there is no meaningful information about Razor, its assets and operations,
that could be presented to Company shareholders that would be relevant to their decision whether to approve (or not approve) the
Common Stock Amendment Proposal. Further, the Company has provided substantial disclosure about DetermaRx and the terms of the
Razor transaction in its periodic reports, including the Annual Report on Form 10-K that will accompany the proxy
statement.

With
the concurrence of the above accounting treatment by the Deputy Chief Accountant of the Division of Corporation Finance
by letter dated August 14, 2019:

A.
The Company accounted for the Razor transaction as an asset acquisition and not as a business acquisition; and

B.
No historical financial statements or pro forma financial statements of Razor were required to be filed by the Company under Item
2.01 and Item 9.01 in the Company’s Current Report on Form 8-K disclosing the Razor transaction.

As
explained to the Deputy Chief Accountant in the Company’s request for relief from filing audited historical Razor
financial statements and pro forma statements in connection with the Razor transaction, the Company explained the following important
factors, all of which are still relevant as of this date:

    1.
    Razor
    historical financial statements would have little to no relevance to the future operations of the Company after the Razor
    acquisition and thus would not be helpful to investors.

    2.
    Razor
    does not have financial statements or records prepared in accordance with GAAP. Although Razor does maintain cash-based accounting
    records, it has no resources to compile accrual based, GAAP financial statements.

Securities
and Exchange Commission

May
18, 2020

Page
5

    3.
    The
    cost and effort involved in preparing GAAP financial statements, including engaging independent auditors to audit the annual
    periods and review the interim periods, would be significant and time consuming. The Company estimates that it would take
    6 to 8 weeks to complete this process at a cost of $300,000 to $400,000. This is an unduly large expense for an emerging growth
    registrant essentially acquiring a star

United States securities and exchange commission logo
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

 FirstName LastNameMitchell Levine
 Comapany NameOncoCyte Corporation
 May 12, 2020 Page 2
 FirstName LastName
Mitchell Levine
OncoCyte Corporation
May 12, 2020
Page 2
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.

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LAW
OFFICES

THOMPSON
WELCH SOROKO & GILBERT LLP

450
PACIFIC AVENUE, SUITE 200

SAN
FRANCISCO, CA 94133-4645

(415)
262-1200

    FACSIMILE

    RICHARD S. SOROKO
    (415) 262-1212

    E-mail: richard@TWSGLAW.com

    SAN RAFAEL OFFICE

    (415) 448-5000

April
28, 2020

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    OncoCyte Corporation

    Preliminary Proxy Material

Ladies
and Gentlemen:

This
letter is being submitted in connection with the filing of a preliminary proxy statement and form of proxy by OncoCyte Corporation
(the “Company”). The proxy materials relate to the Company’s annual meeting of shareholders at which the shareholders
will be asked to vote on the following matters: (1) the election of directors; (2) the ratification of the appointment of the
Company’s independent registered public accountants; (3) a merger between the Company and a newly formed, wholly-owned Delaware
subsidiary (“Oncocyte Delaware”) solely for the purpose of changing the state of the Company’s domicile from
California to Delaware (the “Reincorporation Proposal”); (4) an amendment of the Company’s Articles of Incorporation
to increase the number of authorized shares of common stock from 85,000,000 shares to 150,000,000 shares (the “Common Stock
Amendment”); and (5) the adjournment or postponement of the annual meeting for up to thirty days if a quorum is not present
or to provide additional time to solicit proxies for approval of the Reincorporation Proposal and the Common Stock Amendment Proposal.

The
Reincorporation Proposal is being presented for the sole purpose of changing the Company’s corporate domicile from California
to Delaware through a merger of the Company with and into a newly formed, wholly-owned, Delaware corporation (the “Reincorporation”).
The Reincorporation will not result in any change in the business, physical location, management, assets, liabilities or capitalization
of the Company, nor will it result in any change in the membership of the Company’s Board of Directors or its current officers
and employees. The Company expects to continue its business operations at its principal executive offices located at 15 Cushing,
Irvine, California, and it expects to continue to operate its diagnostic and research laboratories at their current locations.
Upon consummation of the proposed Reincorporation, each outstanding share of Company common stock (the only class of shares outstanding)
will be converted into a share of common stock in the surviving Delaware corporation, on a share for share basis. The surviving
Delaware corporation will assume all obligations under the Company’s stock option and equity incentive plans, and all obligations
under the Company’s outstanding stock purchase warrants, with each stock option or restricted stock unit, and each outstanding
warrant, becoming exercisable for shares of common stock of the Delaware corporation with no adjustment to the number of shares
issuable or the exercise price. Pursuant to Rule 414, the surviving Delaware corporation will file amendments to the Company’s
registration statements under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, expressly
adopting such registration statements as its own.

As
disclosed in the preliminary proxy statement, the Company has no present plan to issue any of the additional shares of common
stock that would be authorized if Common Stock Amendment Proposal is approved but needs to have additional authorized shares available
for future financings, potential business acquisition opportunities that might arise, and equity compensation purposes. The Company
does have a shelf registration statement in effect that includes a facility for the sale of up to $25 million of shares of common
stock from time to time in “at the market” transactions, as disclosed in the preliminary proxy statement.

Under
the terms of the Reincorporation Proposal being presented to shareholders, the number of shares of common stock authorized to
be issued by Oncocyte Delaware will be 150,000,000 shares if the Company’s shareholders approve the Common Stock Amendment,
but will be 85,000,000 shares if the Common Stock Amendment is not approved.

The
Company’s annual meeting will be held on June 17, 2020. The Company plans to mail the proxy materials on or around May 15,
2020.

Please
direct any questions or comments to the undersigned at (415) 448-5000 or by email to rsoroko@twsglaw.com with a copy to OncoCyte’s
Chief Financial Officer, Mitchell Levine, at mlevine@Oncocyte.com.

    Very truly yours

    /s/
    Richard S. Soroko

    Richard S. Soroko

CORRESP
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June
17, 2019

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549-4561

    Attn:
    Donald
    Field

    Re:
    OncoCyte
    Corporation

    Registration
    Statement on Form S-3

    File
    No. 333-231980

Ladies
and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, OncoCyte Corporation hereby requests that
the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement to 4:00 p.m.,
Eastern Time, on Tuesday, June 18, 2019, or as soon thereafter as practicable.

Thank
you for your assistance. Should you have any questions, please contact Andrew Ledbetter of DLA Piper LLP (US) at (206) 839-4845.

Very
truly yours,

OncoCyte
Corporation

    /s/
    William Annett

    William
    Annett

    President
    and Chief Executive Officer

June 11, 2019
William Annett
Chief Executive Officer
OncoCyte Corporation
1010 Atlantic Avenue, Suite 102
Alameda, CA 94501
Re:OncoCyte Corporation
Registration Statement on Form S-3
Filed June 6, 2019
File No. 333-231980
Dear Mr. Annett:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Donald Field at 202-551-3680 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

October 10, 2017
William Annett
President and Chief Executive Officer
OncoCyte Corporation
1010 Atlantic Avenue, Suite 102
Alameda, California 94501
OncoCyte Corporation
Registration Statement on Form S-3
Filed October 2, 2017
File No. 333-220769Re:
Dear Mr. Annett:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Irene Paik at 202-551-6553 with any questions.
Division of Corporation Finance
cc: Andrew Ledbetter - DLA Piper LLP (US)

CORRESP
1
filename1.htm

October
12, 2017

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
DC 20549-4561

    Attn:
    Irene
    Paik

    Re:
    OncoCyte
    Corporation

    Registration
    Statement on Form S-3

    File
    No. 333-220769

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended, OncoCyte Corporation hereby requests that the Securities and Exchange Commission
accelerate the effectiveness of the above-referenced Registration Statement to 4:00 p.m., Eastern Time, on Monday, October 16,
2017, or as soon thereafter as practicable.

Thank
you for your assistance. Should you have any questions, please contact Andrew Ledbetter of DLA Piper LLP (US) at (206) 839-4845,
or his colleague Kevin Criddle at (206) 839-4857.

Very
truly yours,

OncoCyte
Corporation

    /s/
    William Annett

    William Annett

    President and Chief
    Executive Officer

Mail Stop 4546
October 11, 2016

William Annett
President and Chief Executive Officer
OncoCyte Corporation
1010 Atlantic Avenue, Suite 102
Alameda, California 94501

Re: OncoCyte Corporation
  Registration Statement on Form S-1
Filed September 2 6, 2016
  File No. 333-213810

Dear Mr. Annett :

 This is to advise you that we have not reviewed and will not review your registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Michael Gershon at (202) 551 -6598  or Mary Beth Breslin at (202) 551 -
3625 with a ny questions.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Bruce Jenett , Esq.

Mail Stop 4720
December 29 , 2015

Via Email
William Annett
Chief Executive Officer
OncoCyte Corporation
1301 Harbor Bay Parkway, Suite 100
Alameda, California 94502

Re: OncoCyte  Corporation
 Form 10-12B
Filed December 21 , 2015
File No. 001-37648

Dear Mr. Annett :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
 /s/ Suzanne Hayes

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

CORRESP
1
filename1.htm

LAW OFFICES

Thompson, Welch, Soroko & Gilbert llp

3950 CIVIC CENTER DRIVE, SUITE 300

SAN RAFAEL, CA  94903

(415) 448-5000

FACSIMILE

RICHARD S. SOROKO

(415) 448-5010

email: rsoroko@TWSGLAW.com

SAN FRANCISCO OFFICE

(415) 262-1200

December 28, 2015

Suzanne Hayes

Assistant Director

Office of Healthcare and Insurance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

OncoCyte Corporation

Form 10-12B

File No. 001-37648

Dear Ms. Hayes:

This letter is being submitted on behalf of OncoCyte Corporation to confirm that, in accordance with discussions between OncoCyte and the staff, the definitive Information Statement that will be mailed to BioTime shareholders will include the following revisions from the Preliminary Information Statement contained in Amendment No 1 to the Form 10:  (a) in the financial statements, line items that are presently labeled “available for sale securities” will instead be labeled “BioTime shares held as available for sale securities;” and (b) on page 82 the residual reference to Excluded Jurisdictions will be deleted.

OncoCyte will also be submitting today a request to have the Form 10 declared effective on Wednesday, December 30, 2015.

Please direct all correspondence and communications with respect to the Form 10 to the undersigned.

Very truly yours,

/s/Richard S. Soroko

Richard S. Soroko

CORRESP
1
filename1.htm

1301 Harbor Bay Parkway

Alameda, CA 94502

T: 510-521-3390, F: 510-521-3389

www.oncocyte.com

December 28, 2015

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:
OncoCyte, Corporation

Form 10-12B

File No. 001-37648

Ladies/Gentlemen:

The undersigned registrant, OncoCyte, Corporation (the “Company”), hereby requests that its Registration Statement on Form 10, File No. 001-37648, be declared effective on Wednesday, December 30, 2015, or as soon thereafter as practicable.

The Company acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

s/William Annett

Chief Executive Officer

Mail Stop 4720
December 15 , 2015

Via Email
William Annett
Chief Executive Officer
OncoCyte Corporation
1301 Harbor Bay Parkway, Suite 100
Alameda, California 94502

Re: OncoCyte  Corporation
 Form 10-12B
Filed November 23 , 2015
File No. 001-37648

Dear Mr. Annett :

We have reviewed your filing an d 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 busine ss days by providing the requested
information or advis e 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.

Manner of Effecting the Distribution, page 29

1. We note your response to our prior comment 7 including your position that providing
cash in lieu of shares to shareholders in “excluded jurisdictions ” should be considered a
part of a pro rata distribution .  However, we are unable to concur  that this distribution  is
pro rata as contemplated by  Staff Legal Bulletin No. 4 because the relative interest  of
shareholders who reside in “restricted jurisdictions” will change a s a result of the
distribution.  Accordingly, please confirm that you will distribute your shares to all
BioTime holders or withdraw  your Form 10 and  register the distribution of OncoCyte
shares  under the Securities Act of 1933.

Sponsored Resea rch Agreement with the Wistar Institute of Anatomy and Biology, page 52

2. We note your response to our prior comment 12.  However, we deem the total amount of
funding you may be required to pay to Wistar to be material information to an investor.

William Annett
OncoCyte Corporation
December 1 5, 2015
Page 2

 Please re vise the description of your agreement with Wistar to d isclose the aggregate
payments you may be required to make pursuant to the agreement.

Notes to Financial Statements

2. Summary of Significant Accounting Policies
Accounting for BioTime shares, pag e F-10

3. Refer to your response to our prior comment 14.   You state on page F -10 that your 2014
sales of BioTime common stock occurred in the open market.   Please confirm whether
these transactions were between OncoCyte  and unrelated third parties whose assets and
liabilities are not consolidated into OncoCyte’s financial statements.   If so, tell us why
under your analogy to ASC 860 -10-55-78 you do not account for the transaction as a sale
in OncoCyte’s separate entity f inancial statements, with gain or loss recognized in the
statement of operations.

3. Selected Balance Sheet Components
Intangible assets, net, page F -14

4. Refer to your response to our prior comment 10.   Given the change in focus of your
product developmen t and business plans to cancer diagnostic tests, please provide us an
analysis supporting the recoverability of the carrying value of your intangible assets
related to cancer therapy.

You may contact Rolf Sundwall  at (202) 551 -3105 or James Rosenberg  at (202) 551 -
3679  if you have questions regarding comments on the financial statements and re lated matters.
Please contact Alla Berenshteyn at (202) 551 -4325 or me at  (202) 551 -3675  with any other
questions.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

Mail Stop 4720
November 5 , 2015

Via Email
William Annett
Chief Executive Officer
OncoCyte Corporation
1301 Harbor Bay Parkway, Suite 100
Alameda, California 94502

Re: OncoCyte  Corporation
 Form 10-12G
Filed October 7, 2015
File No. 000-55525

Dear Mr. Annett :

We have reviewed your filing an d 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 busine ss days by providing the requested
information or advis e 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.

General

1. Please note that the Form 10 goes effective by lapse of time 60 days after the registration
statement was first filed pursuant  to Exchange Act Section 12(g)(1), and then you will
become subject to the applicable SEC reporting obligations. If our comments are not
addressed within this 60 day time period, you should consider withdraw ing the Form 10
prior to effectiveness and refile a new Form 10 that includes changes responsive to our
comments.   Please note, we will continue to review your filing until all of our co mments
have been addressed.

Industry and Market Data, page 2

2. You state certain industry and market data contained in this information statement has not
been “independently verified” and “you make no representation as to the accur acy of
such information.” Under the federal securities laws, you are responsible for all

William Annett
OncoCyte Corporation
November 5 , 2015
Page 2

 information contained within your information statement and you should not include
language that suggests otherwise. Please delete these statements.

Information State ment Summary
Additional Information, page 4

3. We note your disclosure that you are an emerging growth company.  Please provide a
brief description of the various exemptions available to you as an emerging growth
company.

Summary of Distribution
Management of OncoCyte, page 6

4. You state that one of the reasons for the distribution is to permit the management team of
each company to focus on its own strategic and operational priorities. We also note your
disclosure here that “OncoCyte will have its  own executive officers, some of whom will
continue to serve as executive officers of BioTime ” (emphasis added).  Please explain
how this is consistent with the objectives of the spin -off.

Amendment or Cancellation of the Distribution, page 6

5. Please disc lose what notification, if any, you will provide to stockholders should the
board of directors terminate the distribution, change the Distribution Date, change the
record date, or amend or modify the terms.

Risks Related to Our Business Operations
If we  fail to meet our obligations under license agreements, we may . . . , page 13

6. We note your disclosure that your business will “depend on several critical technologies
that we plan to license from third parties.”  Please expand your disclosure to provide
additional information regarding these technologies and describe your plans to obtain
these technologies with more specificity.  Please also add a risk factor describing the
risks to your business if you do not obtain any one of these “critical” technologi es.

Manner of Effecting the Distribution, page 28

7. We note that for OncoCyte common stock that cannot be lawfully distributed to BioTime
shareholders residing in certain states or foreign countries, “the distribution agent will
sell those OncoCyte share s in the open market at prevailing prices and distribute the
aggregate cash proceeds of the sales . . . pro rata to each holder of BioTime common
shares who resides in the Excluded Jurisdictions.” Please advise us as to how and when
you intend to register the distribution and sale of such shares by OncoCyte.
Alternatively, if you believe there is a valid exemption from the Securities Act of 1933,

William Annett
OncoCyte Corporation
November 5 , 2015
Page 3

 please provide a reasonably detailed analysis of how this exemption applies to your facts
and circumstances.

Additionally, please tell us how you have determined that the distribution is pro rata,
despite your plans to make in lieu of cash payments to BioTime shareholders residing in
certain states of foreign countries.

8. Please disclose which states or foreign co untries are Excluded Jurisdictions.  If this has
not yet been determined, please disclose when you will make such a determination and
how shareholders will be notified if they reside in an Excluded Jurisdiction.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 39

9. Regarding your assertion that you likely will need additional capital to finance your
operations, disclose the anticipated timing and amount of capital you will need, and
describe what that capital would be used for in more specificity than “to finance our
operations.”

Business, page 40

10. We note disclosure in BioTime’s 10 -K that OncoCyte is a party to a license agreement
with Sanford -Burnham Medical Research Institute.  Additionally, we note your
description of these assets in footnote 3 to the financial  statements.  Please describe the
material terms of this agreement and file the agreement as an exhibit to your Form 10 -
12G.  Alternatively, if you believe the agreement is no longer material to your business,
provide us with an analysis supporting your co nclusion.

Breast Cancer Diagnostic Tests, page 49

11. Please provide narrative disclosure explaining the graphic on page 49. As currently
presented, it is not clear what the graphic is intended to represent.

Sponsored Research Agreement with The Wistar Ins titute of Anatomy and Biology, page 54

12. Please describe your payment obligations under your SRA with Wistar and file the
agreement as an exhibit or provide your analysis supporting your conclusion that it is not
a required exhibit.

Patent and Trade Secret s, page 56

13. We note your disclosure regarding your patents and patent applications. Please clearly
disclose:
 whether the patents are owned or licensed from third parties;

William Annett
OncoCyte Corporation
November 5 , 2015
Page 4

  applicable jurisdictions where patents are issued or where patent applications
are pending;
 type of patent protection such as composition of matter, use or process;
 and expected expiration dates for your patents and patent applications in each
of (1) the U.S. and (2) foreign jurisdictions, as a group.

Notes to Financial Statements
2. Summary of Significant Accounting Policies
Accounting for BioTime shares, page F -10

14. Please explain to us how ASC 805 -50 precludes gain or loss recognition for your sales of
BioTime shares. In this regard, the transaction does not appear to be covered by those
listed in ASC850 -50-15-6.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange  Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please pro vide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Rolf Sundwal l at (202) 551 -3105 or James Rosenberg  at (202) 551 -
3679  if you have questions regarding comments on the financial statements and re lated matters.
Please contact Alla Berenshteyn at (202) 551 -4325 or me at  (202) 551 -3675  with any other
questions.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance