Beneficial Owner. You are a beneficial owner if at the close of business on the record dateRecord Date your shares were held in the name of a brokerage firmbank, broker, or other nomineeagent and not in your name. Being a beneficial owner means that, like most of our shareholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your bank, broker, or nomineeother agent how to vote your shares by following the voting instructions your bank, broker, or other nomineeagent provides. If you do not provide your bank, broker, or nomineeother agent with instructions on how to vote your shares, your bank, broker, or nomineeother agent will be able to vote your shares with respect to some of the proposals,Proposal No. 2 but not all.for Proposal Nos. 1 and 3. Please see “What if I do not specify how I want my shares voted?” above for additional information.

Q: What if any matters not mentioned in the Notice of Annual Meeting or this Proxy Statement come up for vote at the Meeting?

The Board of Directors does not intend to present any business for a vote at the Meeting other than the matters set forth in the accompanying Notice of Annual Meeting of Shareholders.Notice. As of the date of this Proxy Statement, no shareholder has notified us of any other business that may properly come before the Meeting. If other matters requiring the vote of the shareholders properly come before the Meeting, then it is the intention of the persons named in the accompanying form of proxy to vote the proxy held by them in accordance with their judgment on such matters.

The enclosed proxy confers discretionary authority to vote with respect to any and all of the following matters that may come before the Meeting: (1) matters that the Board of Directors did not know, a reasonable time before the mailing of the notice of the Meeting, would be presented at the Meeting; and (2) matters incidental to the conduct of the Meeting.

Q: Who will bear the cost of soliciting proxies for use at the Meeting?

OncoCyte

Oncocyte will bear all of the costs of the solicitation of proxies for use at the Meeting. In addition to the use of the mails, proxies may be solicited by a personal interview, telephone, facsimile, via the internet, an overnight delivery service and telegram by our directors, officers, and employees, who will undertake such activities without additional compensation. Banks, brokerage houses, and other institutions, nominees, or fiduciaries will be requested to forward the proxy materials to the beneficial owners of the common stock held of record by such persons and entities and will be reimbursed for their reasonable expense incurred in connection with forwarding such material.

Q: How can I attend and vote at the Meeting?

If you plan on attending the Meeting in person,online, please read the “How to Attend“HOW TO ATTEND THE ANNUAL MEETING” section at the Annual Meeting” sectionend of this Proxy Statement for information about the documents you will needhow to bring with you to gain admission toattend and participate in the Meeting and to vote your shares in person.online.

This

ELIMINATING DUPLICATE MAILINGS

Oncocyte has adopted a procedure called “householding.” Under this procedure, we may deliver a single copy of this Proxy Statement and our Annual Report to multiple shareholders who share the accompanying formsame address, unless we receive contrary instructions from one or more of proxythe shareholders. This year, a number of brokers with account holders who are first being sent or given to our shareholders onwill be “householding” our proxy materials. This procedure reduces the environmental impact of our annual meetings and reduces our printing and mailing costs. Shareholders participating in householding will continue to receive separate proxy cards.

We will deliver separate copies of this Proxy Statement and our Annual Report to each shareholder sharing a common address if they notify us that they wish to receive separate copies. If you wish to receive a separate copy of this Proxy Statement and our Annual Report, you may contact us by telephone at (949) 409-7600, or about May 9, 2016.by mail at 15 Cushing, Irvine, California 92618. You may also contact us at the above phone number or address if you are presently receiving multiple copies of this Proxy Statement and our Annual Report but would prefer to receive a single copy instead.

PROPOSAL NO. 1: ELECTION OF DIRECTORS

At the Meeting, seven (7)

We currently have four directors will be elected to hold office until the next Annual Meetingand three vacancies on our Board of Shareholders, and until their successors have been duly elected and qualified. All the nominees named below, William Annett,Directors. Our Board of Directors has nominated Joshua Riggs, Andrew Arno, Alfred D. Kingsley, Andrew J. Last, Aditya Mohanty, Cavan Redmond, and Michael D. West, are incumbent directors.

It is the intention of the persons named in the enclosed proxy, unless the proxy specifies otherwise,Louis E. Silverman for re-election to vote the shares represented by such proxy FOR the election of the nominees listed below. In the unlikely event that any nominee should be unable to serve as a director, proxies may be voted in favor of a substitute nominee designated by theour Board of Directors. If you are a beneficial ownerre-elected at the Meeting, Messrs. Riggs, Arno, Last, and Silverman would serve until our Annual Meeting of sharesStockholders to be held in street name, your broker2025 or other nominee will not be allowed to vote in the election of directors unless you instruct your brokeruntil their earlier death, resignation, or other nominee how to vote on the form that the broker or nominee provided to you.removal.

Directors and Director Nominees

The names and agesfollowing persons are the directors on our Board of Directors (including all of our directors who are nominees for re-election are:director nominees) and hold the positions set forth opposite their names.

William Annett

in order to add value for shareholders. As Chairman of the Board of our parent company BioTime, Mr. Kingsley has been instrumental in structuring BioTime’s equity and debt financings and the business acquisitions that have helped BioTime expand the scope of its business. Mr. Kingsley, along with entities that he controls, is currently one of the largest shareholders of BioTime.

Andrew J. Last, 56, joined the Board of Directors during December 2015. Mrimmune cells over time. Since 2019, Dr. Last has been anserved as Executive Vice President at Affymetrix since 2010 where he has heldand Chief Operating Officer of Bio-Rad Laboratories, Inc., a global leader in developing, manufacturing, and marketing a broad range of innovative products for the roles oflife science research and clinical diagnostic markets. From December 2017 to April 2019, Dr. Last previously served as Chief Commercial Officer General Managerat Berkeley Lights Inc., a digital cell biology company focused on enabling and accelerating the rapid development and commercialization of biotherapeutics and other cell-based products, and as Chief Operating Officer of Intrexon Corporation, a company using synthetic biology to focus on programming biological systems to alleviate disease, remediate environmental challenges, and provide sustainable food and industrial chemicals from August 2016 to December 2017. From 2010 to 2016, Dr. Last was Executive Vice President and Chief Operating Officer.Officer of Affymetrix, a biotechnology company. Before joining Affymetrix, Mr.Dr. Last served as Vice President, Global and Strategic Marketing of BD Biosciences and as General Manager of Pharmingen from 2004 to 2010. From 2002 to 2004, Dr. Last held senior management positions at Applied Biosystems, Inc., including as Vice President and General Manager from 2003-20042003 to 2004 and Vice President of Marketing 2002-2003.2002 to 2003. Earlier in his career, he served in a variety of senior management positions at other companies, including Incyte Genomics and Monsanto. Dr. Last holds Ph.D.PhD and MS degrees with specialization in Agrochemical Chemicals and Bio-Aeronautics, respectively, from Cranfield University, and a BS degree in Biological Sciences from the University of Leicester in the United Kingdom.

We believe Dr. Last shares withis qualified to serve on our Board of Directors because of his extensive experience holding senior leadership positions within other biopharmaceutical companies and his many years of senior management experience commercializing products internationally in the genomics and life-sciences industries.

Aditya Mohanty

Louis E. Silverman, 49, joined the Board of Directors during April 2015. Mr. Mohanty was appointed Co-Chief Executive Officer of BioTime during October 2015, after serving as BioTime’s Chief Operating Officer since December 2014. Mr. Mohanty is also a member of BioTime’s Board of Directors. Mr. Mohanty previously served in a number of executive positions at Shire plc, including as President/Head Regenerative Medicine from 2013 to 2014, as Senior Vice President, Business and Technical Operations from 2012 to 2013, as Global Franchise Head MPS from 2010 to 2012, and as Vice President of Operations/Product General Manager from 2005 to 2012. Shire plc is a biotechnology company focused on research, development and commercialization of novel biological products for rare diseases. Mr. Mohanty was VP of Manufacturing and Operations at Transkaryotic Therapies, Inc. from 2002 to 2005 when it was acquired by Shire. Before joining Transkaryotic Therapies, Mr. Mohanty held a number of management positions at Baxter Healthcare Corporation, Bioscience Division from 1990 to 2002. Mr. Mohanty received an MBA degree from Saint Mary’s College, an MS in Chemical Engineering from Clarkson University, and a B. Tech in Chemical Engineering from REC Trichy, in India.

Mr. Mohanty brings to our Board his years of experience as an executive in the pharmaceutical industry, with particular emphasis on product development and manufacturing.

Cavan Redmond, 55,65, joined our Board of Directors in August of 2015.November 2022 and was appointed Lead Independent Director in February 2023. Since February 2014, Mr. RedmondSilverman has served as Partner for Zarsy, LLC. Mr. Redmond served asthe Chairperson and Chief Executive Officer of WebMD from Mayprivately held Hicuity Health, Inc. (formerly known as Advanced ICU Care, Inc.), a health care services company providing remote patient monitoring services to hospitals. From 2014 to 2022, Mr. Silverman served as a director on the board of directors of STAAR Surgical Company, which designs, develops, manufactures, and sells implantable lenses for the eye and companion delivery systems used to deliver the lenses into the eye. From June 2012 until May 2013.through February 2014, Mr. Silverman served as a consultant and board advisor for private equity investors and others regarding health care technology and health care technology service companies, and health care services portfolio investments. From August 2011 until MaySeptember 2009 through June 2012, Mr. Redmond served as Group President, Animal Health, Consumer Healthcare and Corporate Strategy of Pfizer Inc., a pharmaceutical company. He served as Pfizer’s Group President, Animal Health, Consumer Healthcare, Capsugel and Corporate Strategy from December 2010 until August 2011 and as its Senior Vice President and Group President, Pfizer Diversified Businesses from October 2009 until December 2010. Prior to Pfizer’s acquisition of Wyeth, a pharmaceutical company, Mr. Redmond served as President, Wyeth Consumer Healthcare and Animal Health Business from May 2009 until October 2009. Before that, he held the positions of President, Wyeth Consumer Healthcare from December 2007 until May 2009 and Executive Vice President and General Manager, BioPharma, Wyeth Pharmaceuticals from 2003 until December 2007.

Mr. Redmond brings to our Board his years of experience as a senior executive in the pharmaceutical and veterinary products industries.

Michael D. West, Ph.D., 63, has served on the Board of Directors since September 2009 and served as our Chief Executive Officer from our inception until January 2011. Dr. WestSilverman was appointed Chief Executive Officer of BioTime during October 2007 and became Co-Chief Executive Officer during October 2015. Dr. West has served on BioTime’s Board of Directors since 2002. Dr. West is alsoMarina Medical Billing Services, Inc., a director of Asterias Biotherapeutics, Inc. andrevenue cycle management company serving ER physicians nationally. From September 2008 through August 2009, Mr. Silverman served as Vice President of Technology Integration of Asterias from 2013 to 2015. Prior to becomingand Chief Executive Officer of BioTime in October 2007, Dr. WestQualcomm-backed health care start-up LifeComm. From August 2000 through August 2008, Mr. Silverman served as Chief Executive Officer,the President and Chief ScientificExecutive officer of Quality Systems, Inc., a publicly traded developer of medical and dental practice management and patient records software. From 1993 through 2000, he served in multiple positions, including Chief Operations Officer, of Ocata, Inc.,CorVel Corporation, a company engaged in developing human stem cell publicly traded national managed care services/technology for use in regenerative medicine. Dr. West also founded Geron Corporation,company. Mr. Silverman earned a BA from Amherst College and an MBA from 1990Harvard Business School.

We believe Mr. Silverman is qualified to 1998 he was a Director and

Vice-President of Geron, where he initiated and managed programs in telomerase diagnostics, oligonucleotide-based telomerase inhibition as anti-tumor therapy, and the cloning and use of telomerase in telomerase-mediated therapy wherein telomerase is utilized to immortalize human cells. From 1995 to 1998 Dr. West organized and managed the research between Geron and its academic collaborators James Thomson and John Gearhart that led to the first isolation of human embryonic stem and human embryonic germ cells. Dr. West received a B.S. Degree from Rensselaer Polytechnic Institute in 1976, an M.S. Degree in Biology from Andrews University in 1982, and a Ph.D. from Baylor College of Medicine in 1989 concentratingserve on the biology of cellular aging.

Dr. West is an internationally renowned pioneer and expert in stem cell research, and has extensive academic and business experience in age-related degenerative diseases, telomerase molecular biology, and human embryonic stem cell research and development. Dr. West brings to our Board of Directors because of his extensive experience holding senior leadership and board positions with other public and private companies.

Required Vote

The required vote to elect a director is the proven ability to conceiveaffirmative vote of a majority of the shares of common stock represented and manage innovative research and development programsvoting at the Meeting at which a quorum is present, provided that have made scientifically significant discoveriesthe shares voting affirmatively also constitute at least a majority of the required quorum. It is the intention of the persons named in the fieldenclosed proxy, unless the proxy specifies otherwise, to vote the shares represented by such proxy “FOR” the election of human embryonic stem cells, andeach of the abilitydirector nominees listed above. In the unlikely event that any nominee should be unable to build companies focusedserve as a director, proxies may be voted in favor of a substitute nominee designated by the Board of Directors. If you are a beneficial owner of shares held in street name, your bank, broker or other agent will not be allowed to vote in the election of directors unless you instruct your bank, broker or other agent how to vote on the great potential of regenerative medicine.form that they provided to you.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH DIRECTOR NOMINEE

CORPORATE GOVERNANCE

Director Independence

Our Board of Directors has determined that Andrew Arno, AndrewJ. Last and Cavan RedmondLouis E. Silverman qualify as “independent” in accordance with Section 803(A)Rule 5605(a)(2) of the NYSE MKT Company Guide.The Nasdaq Stock Market LLC (“Nasdaq”). The members of our Audit Committee meet the additional independence standards under Section 803(B)Nasdaq Rule 5605(c)(2) of the NYSE MKT Company Guide and SectionRule 10A-3 under the Securities Exchange Act, of 1934, as amended (the “Exchange Act”) , and the members of our Compensation Committee meet the additional independence standards under Section 805(c)(1) of the NYSE MKT Company Guide.Nasdaq Rule 5605(d)(2). Our independent directors received no compensation or remuneration for serving as directors except as disclosed under “CORPORATE GOVERNANCE—Compensation of Directors.the section titled “DIRECTOR INDEPENDENCE.” None of these directors, nor any of the members of their respective families, have participated in any transaction with us that would disqualify them as “independent” directors under the standards described above.

William Annett does not qualify as independent because he is our full time employee, Aditya Mohanty and Michael D. West do not qualify as “independent” because they are full-time employees of our parent BioTime, and Alfred D. Kingsley Joshua Riggs does not qualify as “independent” because during the past three years he received compensation for serving asis our Chief Executive Chairman.Officer and President.

CORPORATE GOVERNANCE

Controlled CompanyCompliance with Nasdaq Corporate Governance Listing Requirements

BioTime, Inc. (“BioTime”) beneficially owns more than 50%

In late April 2024, one of our common stockdirectors, Mr. Alfred D. Kingsley, unexpectedly passed away. At the time of his death, Mr. Kingsley was a director of the Company, a member of the Audit Committee and voting power.Compensation Committee, and chair of the Nominating/Corporate Governance Committee. As a result, we are a “controlled company” within the meaning of the NYSE MKT corporate governance standards. Under the NYSE MKT corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the requirement that the company have a compensation committee that is composed entirely of independent directors, and (3) the requirement that the company have a nominating and corporate governance committee that is composed entirely of independent directors. We plan to utilize certain of these exemptions, and as a result we will not have a majority of independent directors on our Board of Directors. Accordingly,Directors currently consists of four members, only two of whom are “independent directors” under applicable Nasdaq listing standards, and the Company’s Audit Committee currently consists of only two members, rather than the minimum three members as required by applicable Nasdaq listing standards.

Family Relationships

There are no family relationships between any of our shareholders will not have the same protections affordeddirectors, director nominees, or executive officers.

Agreements with Directors or Executive Officers

None of our directors, director nominees, or executive officers were selected pursuant to shareholdersany arrangement or understanding.

Legal Proceedings with Directors

There are no legal proceedings related to any of companies thatour directors, director nominees, or executive officers which are subject to all of the NYSE MKT corporate governance requirements. In the event that we ceaserequired to be a “controlled company,” we will be requireddisclosed pursuant to comply with these provisions within the transition periods specified in the NYSE MKT corporate governanceapplicable SEC rules. Nevertheless, under the NYSE MKT corporate governance standards, we will still be required to have an Audit Committee composed of at least three independent directors with a written charter addressing the Audit Committee’s purpose and responsibilities. Also, we have elected to designate a Compensation Committee comprised of three directors who qualify as “independent” in accordance with Section 803(A) and Section 805(c) of the NYSE MKT Company Guide, and a Nominating/Corporate Governance Committee comprised of three directors who qualify as “independent” in accordance with Section 803(A) of the NYSE MKT Company Guide though we will not be required by the NYSE MKT to maintain the Compensation Committee or the Nominating/Corporate Governance Committee so long as we are a controlled company.

Directors’ Meetings

During the fiscal year ended December 31, 2015,2023, our Board of Directors met 1317 times. None of our current directors attended fewer than 75% of the meetings of the Board of Directors and the committees on which they served.

Directors are also encouraged to attend our annual meetings of shareholders, although they are not formally required to do so. All of our directors attended our annual meeting of shareholders in 20233.

Meetings of Non-Management Directors

Our non-management directors meet no less frequently than quarterly in executive session, without any directors who are OncoCyteOncocyte officers or employees present. These meetings allow the non-management directors to engage in open and frank discussions about corporate governance and about our business, operations, finances, and management performance.

Shareholder Communications with Directors

If you wish to communicate with the Board of Directors or with individual directors, you may do so by following the procedure described on our websitewww.Oncocyte.comwww.oncocyte.com.

Shareholder Engagement

Members of our Board of Directors have maintained open and interactive dialogue with our largest shareholders. We believe that active shareholder engagement will drive increased corporate accountability, improve decision making, and create long-term value for our shareholders.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to our principal executive officers,officer, our principal financial officer and accounting officer, our other executive officers, and our directors. The purpose of the Code of Ethics is to deter wrongdoing and to promote the conduct of all Oncocyte business in accordance with high standards of integrity, including, among other things: (i) compliance with applicable governmental laws, rules, and regulations; (ii) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with or submit tointerest; (iii) the SEC and in our other public communications; (iii) compliance with applicable governmental rules and regulations; (iv) prompt internal reporting of any suspected violations of the Code of Ethics to an appropriate personpersons or persons identifiedthrough Oncocyte’s Compliance Hotline/Helpline; (iv) complete cooperation in the Codeinvestigation of Ethics;reported violations and the provision of truthful, complete and accurate information; and (v) accountability for adherence to the Code of Ethics. A copy of our Code of Ethics has been posted on our internet website and can be found atwww.Oncocyte.comwww.oncocyte.com. We intend to disclose any future amendments to certain provisions of our Code of Ethics, and any waivers of those provisions granted to our principal executive officers, principal financial officer, principal accounting officer or controller or persons performing similar functions, by posting the information on our website within four business days following the date of the amendment or waiver.

Board Leadership Structure

Our leadership structure bifurcates the roles of Chief Executive Officer and Chairman of the Board. In other words, although William Annett is our Chief Executive Officer and is a member of our Board, Alfred D. KingsleyAndrew Arno currently serves as Chairman of the Board. Mr. Kingsley previously served as Executive Chairman but is no longer serving in an executive capacity. As Chairman of the Board, Mr. Kingsley plays an active role in the structuring and oversight of our financings and the growth of our business. This structure allows our Chief Executive Officer to focus on innovation in our research and development programs and planning for the completion of development and commercialization of our initial cancer diagnostic tests. The Chairman of the Board serves as an activea liaison between the Board and our Chief Executive Officer and our other senior management.Officer. The Chairman of the Board also interfaces with our other non-management directors with respect to matters such as the members and chairs of Board committees, other corporate governance matters, financing,and strategic planning,planning.

Louis E. Silverman currently serves as our Lead Independent Director. We created the position of Lead Independent Director in February 2023 because at that time, Mr. Arno, the Chairman of the Board, did not qualify as an independent director. We expect our Lead Independent Director will provide independent oversight of the scheduling of board meetings, the agendas for those meetings, and potential business acquisitions.ensuring that executive sessions of our Board of Directors are held not less than quarterly at which only non-employee directors are present.

The Board’s Role in Risk Management

The Board has an active role, as a whole, in overseeing management of the risks of our business. The Board regularly reviews information regarding our credit, liquidity, and operations, as well as the risks associated with our research and development activities, regulatory compliance with respect to the operation of our CLIA laboratories, and our plans to expand our business. The Audit Committee provides oversight of our financial reporting processes and the annual audit of our financial statements. In addition, the AuditNominating/Corporate Governance Committee also reviews and must approve any business transactions between OncoCyteOncocyte and its executive officers, directors, and shareholders who beneficially own 5% or more of our outstanding shares of common stock.

Hedging Transactions

We have adopted an Insider Trading Policy that generally prohibits our employees, including our officers, directors, and their designees from engaging in short sales of Oncocyte securities (sales of securities that are not then owned), including a “sale against the box” (a sale with delayed delivery), or other hedging or monetization transactions with respect to Oncocyte securities, including, but not limited to, through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments.

In November 2023, we adopted a Clawback Policy to create greater accountability for our executive officers and employees. Under the policy, if we are required to prepare an accounting restatement of our financial statements due to material noncompliance with any financial reporting requirement under the securities laws, we will require reimbursement or forfeiture of any excess incentive compensation received by executive officers and certain other employees during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.

Our board of directors believes the adoption of our Clawback Policy is consistent with our executive compensation philosophy and objectives, and in furtherance of the board of directors’ intention to follow sound corporate governance practices.

Committees of the Board

The

Our Board of Directors has an Audit Committee, a Compensation Committee, and a recently formed Nominating/Corporate Governance Committee. The members of each of these committees are independent in accordance with Section 803(A) of the NYSE MKT Company Guides and Section 10A-3 under the Exchange Act. The members of the Audit Committee and Compensation Committee must also meet the independence tests applicable to members of those committees under the NYSE MKT Company Guide.

Audit Committee

The current members of the Audit Committee are Andrew Arno (Chairman), AndrewJ. Last (Chair) and Cavan Redmond.Louis E. Silverman. The Audit Committee was established in September 2015currently has one vacancy, which our Board of Directors has until October 22, 2024 to fill pursuant to Nasdaq Listing Rule 5605-5(4)(B).

Andrew Arno, Alfred D. Kingsley, and Jennifer Carter previously served on the Audit Committee for all or a portion of 2023. The Audit Committee held twofive meetings during 2015.2023. The purpose of the Audit Committee is to recommend the engagement of our independent registered public accountants, to review their performance and the plan, scope, and results of the audit, and to review and approve the fees we pay to our independent registered public accountants. The Audit Committee also will review our accounting and financial reporting procedures and controls, and all transactions between us and our executive officers, directors, and shareholders who beneficially own 5% or more of our outstanding shares of common stock.controls. The Audit Committee has a written charter that requires the members of the Audit Committee to be directors who are independent in accordance with Section 803(A)the applicable Nasdaq Rules and Section 803(B) of the NYSE MKT Company Guide and SectionRule 10A-3 under the Exchange Act. A copy of the Audit Committee Charter has been posted on our internet website and can be found atwww.Oncocyte.com.www.oncocyte.com.

Our Board of Directors has determined that each of Andrew ArnoJ. Last and Louis E. Silverman meets the criteria of an “audit committee financial expert” within the meaning of the SEC’s regulations based on his many years of experience in the investment banking industry, and his audit committee service at another company, including the evaluation of financial statements.regulations.

Compensation Committee

Our Board of Directors formed a Compensation Committee during September 2015.

The current members of the Compensation Committee are Cavan Redmond (Chairman), Andrew Arno,Louis E. Silverman (Chair) and Andrew Last. Alfred D. Kingsley and John Peter Gutfreund served as members of the Compensation Committee during all or a portion of 2023. The Compensation Committee met four times during 2015. All of the members of the Compensation Committee qualify as “independent” in accordance with Section 803(A) and Section 805(c)(1) of the NYSE MKT Company Guide.2023. The Compensation Committee oversees our compensation and employee benefit plans and practices, including executive compensation arrangements and incentive plans and awards of stock options and other equity-based awards under our Employee Stock Optionequity plans, including our Incentive Plan. The Compensation Committee will determine or recommend to the Board of Directors the terms and amount of executive compensation and grants of equity-based awards to executives, key employees, consultants, and independent contractors. The Chief Executive Officer may make recommendations to the Compensation Committee concerning executive compensation and performance, but the Compensation Committee makes its own determination or recommendation to the Board of Directors with respect to the amount and components of compensation, including salary, bonus and equity awards to executive officers, generally taking into account factors such as company performance, individual performance, and compensation paid by peer group companies. A copy of the Compensation Committee Charter has been posted on our internet website and can be found atwww.Oncocyte.comwww.oncocyte.com.

Report of the Audit Committee on the Audit of Our Financial Statements

The following is the report of the Audit Committee with respectOncocyte may engage compensation consultants from time to OncoCyte’s audited financial statements for the year ended December 31, 2015.

The information contained in this report shall not be deemed “soliciting material” or otherwise considered “filed” with the SEC, and such information shall not be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, excepttime to the extent that OncoCyte specifically incorporates such information by reference in such filing.

The members of the Audit Committee held discussions with ourprovide advice to management and representatives of OUM & Co., LLP, our independent registered public accountants, concerning the audit of our financial statements for the year ended December 31, 2015. The independent public accountants are responsible for performing an independent audit of our consolidated financial statementsCompensation Committee, including with regard to market survey information and issuing an opinion on the conformity of those audited financial statements with generally accepted accounting principles. Our auditors also audit our internal control over financial reporting. The Audit Committee does not itself prepare financial statements or perform audits,competitive market trends in employee, executive and its members are not auditors or certifiers of OncoCyte’s financial statements.directors’ compensation programs.

The Audit Committee members reviewed and discussed with management and representatives of the auditors the audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2015. Our auditors also discussed with the Audit Committee the adequacy of OncoCyte’s internal control over financial reporting.

The Audit Committee members discussed with the auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees). Our auditors submitted to the Audit Committee the written disclosures and the letter mandated by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence. Based on the reviews and discussions referred to above, the Audit Committee unanimously approved the inclusion of the audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission.

The Audit Committee also met on a quarterly basis with the auditors during 2015 to review and discuss our financial statements for the quarter and the adequacy of internal control over financial reporting.

The Audit Committee: Andrew Arno (Chairman), Andrew Last, and Cavan Redmond.

Nomination of Candidates for Election as Directors

Nominating and Nominating/Corporate Governance Committee and Nominating Policies and Procedures

During April 2016, the Board of Directors established a Nominating/Corporate Governance Committee and appointed Andrew Last (Chairman), Andrew Arno, and Cavan Redmond to the newly formed Committee.

The current nominees for election as directors at the Meeting named in this Proxy Statement were nominated by the full Board of Directors prior to the formationmembers of the Nominating/Corporate Governance Committee are Andrew J. Last and Louis E. Silverman. Alfred D. Kingsley served as Chair of the Nominating/Corporate Governance Committee until April 2024 and John Peter Gutfreund served as Chair of the Nominating/Corporate Governance Committee from January 2023 to June 2023. The Board of Directors has commenced its search for a new Chair of the Nominating/Corporate Governance Committee.

The purpose of the Nominating/Corporate Governance Committee is to recommend to the Board of Directors individuals qualified to serve as directors and on committees of the Board, and to make recommendations to the Board on issues and proposals regarding corporate governance matters. The Nominating/Corporate Governance Committee also oversees compliance with, and all requests for waivers of, our Code of Ethics, and under our Interested Persons Transaction Policy reviews for approval transactions between us and our executive officers, directors, and shareholders who beneficially own 5% or more of our outstanding shares of common stock.

The Nominating/Corporate Governance Committee will also consider nominees for election as directors proposed by shareholders, provided that they notify the Nominating/Corporate Governance Committee of the nomination in writingproper written form, either by personal delivery or by United States registered mail, to our corporate Secretary at least 120our principal executive offices no earlier than the close of business on the 120th calendar day and no later than the close of business on the 90th calendar day prior to the anniversary date of the immediately preceding annual meeting of shareholders. If the current year’s annual meeting is called for a date that is more than 30 days before or more than 60 days after the anniversary of the immediately preceding annual meeting of shareholders, notice must be received not later than the close of business on the 10th calendar day following the day on which we first make a public announcement of the date of the next annual meeting and they andof shareholders. To be in proper written form, the nominee providenotice from a shareholder must include the Nominating/Corporate Governance Committee with all information that the Nominating/Corporate Governance Committee may reasonably request regarding the nominee, no later than 90 days prior to the annual meeting.required by our bylaws. A copy of the Nominating/Corporate Governance Committee Charter has been posted on our internet website and can be found at www.oncocyte.comwww.Oncocyte.com.

The Board and the Nominating/Corporate Governance Committee have not set any specific minimum qualifications that a prospective nominee would need in order to be nominated to serve on the Board of Directors. Rather, in evaluating any new nominee or incumbent director, the Nominating/Corporate Governance Committee will consider whether the particular person has the knowledge, skills, experience, and expertise needed to manage our affairs in light of the skills, experience, and expertise of the other members of the Board as a whole. The Committee will also consider whether a nominee or incumbent director has any conflicts of interest with OncoCyteOncocyte that might conflict with our Code of Ethics or that might otherwise interfere with their ability to perform their duties in a manner that is in the best interest of OncoCyteOncocyte and its shareholders. The Committee will also consider whether including a prospective director on the Board will result in a Board composition that complies with (a) applicable state corporate laws, (b) applicable federal and state securities laws, and (c) the rules of the SEC and each stock exchange on which our shares are listed.

The Board of Directors and the Nominating/Corporate Governance Committee have not adopted specific policies with respect to a particular mix or diversity of skills, experience, expertise, perspectives, and background that nominees should have. However, the present Board was assembled with a focus on attaining a Board comprised of people with substantial experience in bioscience, the pharmaceutical or diagnostic industry, corporate management, and finance. The Board believes that this interdisciplinary approach will best suitsuits our needs at this particular stage, as we work to develop and commercialize cancerdiagnostic tests. Our Board of Directors believes that this interdisciplinary approach best suits our needs at this particular stage, as we work to develop and commercialize diagnostic tests.

Some

In evaluating the diversity of the factors considered by the Committeedirectors and considering potential nominees, the Board also considers any director diversity requirements for publicly traded companies under applicable federal and state laws and stock exchange rules. Nasdaq requires that its listed companies (i) annually disclose aggregated statistical information about the board’s voluntary self-identified gender and racial characteristics and LGBTQ+ status in selectingsubstantially the Board’s nominees for election atformat set forth in new Nasdaq Rule 5606 and (ii) either include on their board of directors, or publicly disclose why their board does not include, a certain number of “diverse” directors based upon the Meeting are discussed in this Proxy Statement under “ELECTION OF DIRECTORS—Directors.”

Executive OfficersCompany’s size.

William Annett, Karen Chapman, Kristine C. Mechem and Russell L. Skibsted are our only executive officers. Karen Chapman is the wife of Michael West, a member of

While our Board of Directors. Alfred D. Kingsley served asDirectors has not yet identified an appropriate candidate, our Executive Chairman during 2015 but is no longer an executive officerBoard intends to cause the Company to comply with the Nasdaq diversity rules and is serving as Chairman ofany applicable California diversity requirements by adding qualified women and qualified persons from underrepresented communities to the Board of Directors inat a non-executive role.later date.

Karen B. Chapman has been Vice President of Research since March 2015. Dr. Chapman served as Director of Bioinformatics

Our Nasdaq board diversity matrices for 2023 and 2022 are available on our website at OncoCyte from April 2011www.Oncocyte.com. Our 2024 board diversity matrix will be posted to March 2015 leading the biomarker discovery group. She has focused her business career on biotechnology and medical applications of genetic technologies. While a scientist at Geron Corporation of Menlo Park, California, from 1994 to 1997, Dr. Chapman participated in the cloning of human telomerase and has been issued approximately 25 patents. Dr. Chapman was a co-founder of Origen Therapeutics, a company focused on the manufacture of therapeutic proteins in transgenic animal systems. She was also Senior Scientist and Associate Director of Business Development at Ocata Inc. where she managed research efforts in the epigenetic and telomere status of embryonic stem cells and business contract negotiations. Dr. Chapman received her Ph.D. from Johns Hopkins University School of Medicine in 1991.our website by December 31, 2024.

Kristine C. Mechem joined OncoCyte Corporation as Vice President of Marketing in August 2015 after serving as a commercialization consultant assisting in the areas of portfolio management, launch planning and forecasting from April 2015 until joining OncoCyte. Dr. Mechem served as a Director of Business Insights and Analytics at Abbott Diabetes Care, from 2011 until 2014, leading a team of analysts and forecasters supporting the business planning process and developing monthly key performance indicators for its senior management. Dr. Mechem brings to OncoCyte extensive experience within the biotechnology and diagnostics industry. Dr. Mechem’s leadership and industry experience includes: marketing, planning and analytic roles. Her experience spans from smaller early stage diagnostic companies such as Corra Life Sciences, to larger biopharma companies like Abbott Laboratories and Genentech. At Corra Life Sciences, a prenatal diagnostics company, she was a co-founder and served as Vice President of Business Development and Marketing from 2006 until 2007. Dr. Mechem provided business development and marketing support working to secure co-development partners and license intellectual property from three prominent universities. At Genentech from 2009 until 2010, Dr. Mechem supported the portfolio management and led the business planning process for a $400 million annual revenue product. Her increasing roles of responsibility included long range planning, commercial opportunity assessments, and target product profile market research. Dr. Mechem holds a Ph.D. from the University of Chicago, where she was a National Institute of Child Health and Human Development (NICHD) fellow. She also completed the Stanford Business School Executive Program in Strategy and Organization.

Russell L. Skibsted was appointed as our Chief Financial Officer and Chief Financial Officer of BioTime during November 2015, and since March 2016 he has also served as Chief Financial Officer of BioTime’s subsidiary Asterias Biotherapeutics, Inc. Mr. Skibsted came to OncoCyte and BioTime from Proove Biosciences, Inc. where he served as Chief Financial Officer from 2013 to November 2014. From 2013 to 2014 Mr. Skibsted was Managing Director and Chief Financial Officer of RSL Ventures, where he provided financial consulting services to public and private companies in the life sciences sector. Mr. Skibsted served as Senior Vice President, Chief Financial Officer and Secretary of Aeolus Pharmaceuticals, a publicly traded biopharma company, from 2010 to 2013, and was Senior Vice President and Chief Business Officer of Spectrum Pharmaceuticals, a publicly traded, biopharmaceutical company, from 2006 to 2009. Previously, from 2004 to 2006, Mr. Skibsted served as Chief Financial Officer of Hana Biosciences, and from 2000 to 2004 he served as Chief Financial Officer and Portfolio Management Partner of Asset Management Company, a venture capital firm. Mr. Skibsted holds a B.A. in economics from Claremont McKenna College and an MBA from the Stanford Graduate School of Business.

Other Key Management Team Members

Lyssa Friedman joined OncoCyte as a consultant in April 2014 and was named Vice President of Clinical and Regulatory Affairs in September 2015. Ms. Friedman started her career as a registered nurse specializing in oncology, and has led clinical research operations teams for more than 15 years. Ms. Friedman was a founding team member at Veracyte, Inc. and worked there from 2008 to 2014, where she executed a 49-site, 4000-subject clinical validation study that resulted in the launch of the Afirma^® Gene Expression Classifier. She later oversaw clinical utility studies that contributed to positive coverage decision from the Centers for Medicare and Medicaid Services and major U.S private insurers. Ms. Friedman is an author of about a dozen peer-reviewed publications and is a frequent speaker on diagnostic development, clinical and regulatory affairs, and reimbursement. Ms. Friedman received her masters in Public Administration from the University of San Francisco.

Lyndal Hesterberg began providing consulting services to OncoCyte in 2015 and was named Vice President of Development in February of 2016. Dr. Hesterberg is an industry consultant to medical and biotech companies providing counsel on clinical trial design, product development and corporate strategy. Until 2012, Dr. Hesterberg was the Chief Technology Officer of Crescendo Biosciences where he was responsible for clinical trial, laboratory operations, manufacturing and quality systems and helped bring to market Vectra DA. Previously, he was the president and Chief Executive Officer of Barofold, Inc., where he led the company from product conception through its clinical stage, and recruited a senior leadership team that developed a pipeline of proprietary drug candidates. Dr. Hesterberg received his Ph.D. in biochemistry from the University of St. Louis and a Bachelor of Sciences from the University of Illinois.

William K. Seltzer began providing consulting services to OncoCyte in September 2014 and has since been appointed Vice President of Clinical Services. Dr. Seltzer provides consulting services to companies in the diagnostic industry and is a board certified clinical molecular geneticist with 30 years commercial and academic experience in clinical diagnostic services, clinical diagnostic products development and commercialization, quality assurance and regulatory compliance. As an Associate Professor of Pediatrics at Colorado, he founded and directed the University’s DNA Diagnostic Laboratory. Later, as a member of the executive management team at Athena Diagnostics, Inc. and as senior Laboratory Director, Dr. Seltzer was responsible for the successful launch and oversight of clinical services for over 100 laboratory diagnostic tests in the fields of neurology, endocrinology and nephrology.

Dr. Seltzer established the clinical diagnostic laboratory at Veracyte, Inc. which developed and launched the first molecular cytology test in the country and later served as laboratory director and site director at Counsyl, Inc. a health technology company. He has published more than 50 articles in peer-reviewed scientific journals and is co-inventor on patents for molecular diagnostics and methods.

Dr. Seltzer received his Ph.D. in Pharmacology and Nutrition from the University of Southern California and completed a clinical fellowship in molecular genetics at the University of Colorado School of Medicine.

DIRECTOR COMPENSATION

Directors and members of committees of theour Board of Directors who are salaried employees of OncoCyte or BioTimeOncocyte are entitled to receive compensation as employees but are not compensated for serving as directors or attending meetings of theour Board of Directors or committees of the Board.our Board of Directors. All directors are entitled to reimbursements for their out-of-pocket expenses incurred in attending meetings of theour Board of Directors or committees of the Board.our Board of Directors.

Non-employee

In 2023, non-employee directors, other than the Chairman of theour Board of Directors, received an annual fee of $15,000$73,500 in cash during 2015, and will receivefor their service on our Board of Directors for the full year. Our Chairman received an annual cash fee of $20,000$83,500 for 2016, plus $1,000 for each regular or special meetinghis service as Chairman of the Board of Directors attended or $500and for each meeting attended by telephone conference call.his service on our Board of Directors. In addition to cash fees, non-employee directors received options to purchase 10,0004,500 shares of common stock under our 2010 Stock Optionthe Incentive Plan (the “Plan”) during 2015, and will receive1,000 restricted stock units under the Incentive Plan. Our Chairman received options to purchase 20,000an additional 2,250 shares of common stock during 2016. For 2016, our Chairman will receive an annual cash fee of $50,000, plus $1,000 for each regular or special meeting ofunder the Board of Directors attended or $500 for each meeting attended by telephone conference call,Incentive Plan and an annual award of500 additional restricted stock units under the Incentive Plan. Our Lead Independent Director received options to purchase 20,000an additional 1,125 shares of OncoCyte common stock.stock under the Incentive Plan and 250 additional restricted stock units under the Incentive Plan.

The annual fee of

Fees earned or paid in cash will beare paid in quarterly installments, and the stock options grantedand restricted stock units will vest and become exercisable, in four equal quarterly installments, provided thatone year from the date of grant, subject to the non-employee director remainsdirector’s continued service as a director onof Oncocyte or a subsidiary from the last daydate of grant until the applicable quarter.vesting date or, if earlier, until the next annual meeting of shareholders. The options will expire if not exercised fiveten years from the date of grant.

Directors who serve on the Audit Committee or the Compensation Committee shall receive, in addition to other fees payable to them as directors, the following annual fees:

Members of Audit Committee and Compensation Committee will also receive $1,000 for each committee meeting attended in person, and $500 for each committee meeting attended by telephone.

Compensation for service on the Nominating/Corporate Governance Committee during 2016 has not yet been determined by the Board.

The following table summarizes certain information concerning the compensation paid during the past fiscal year to each of the persons who served as directors during the year ended December 31, 20152023 and who were not our employees on the date the compensation was earned.