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Oncocyte (OCX)

Document and Entity Information

Document and Entity Information - shares3 Months Ended
Mar. 31, 2021May 05, 2021
Cover [Abstract]
Entity Registrant NameOncoCyte Corp
Entity Central Index Key0001642380
Document Type10-Q
Document Period End DateMar. 31,
2021
Amendment Flagfalse
Current Fiscal Year End Date--12-31
Entity Current Reporting StatusYes
Entity Interactive Data CurrentYes
Entity Filer CategoryNon-accelerated Filer
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Ex Transition Periodtrue
Entity Shell Companyfalse
Entity Common Stock, Shares Outstanding89,825,589
Document Fiscal Period FocusQ1
Document Fiscal Year Focus2021

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in ThousandsMar. 31, 2021Dec. 31, 2020
CURRENT ASSETS
Cash and cash equivalents $ 58,907 $ 7,143
Accounts receivable703 203
Marketable equity securities887 675
Prepaid expenses and other current assets2,327 1,205
Total current assets62,824 9,226
NONCURRENT ASSETS
Right-of-use assets, machinery and equipment, net, and construction in progress7,266 6,524
Equity method investment in Razor 13,417
Goodwill[1]9,194 9,187
Intangible assets, net47,986 15,009
Deposits and other noncurrent assets2,035 2,056
TOTAL ASSETS129,305 55,419
CURRENT LIABILITIES
Accounts payable1,092 432
Accrued expenses and other current liabilities5,264 5,752
Loans payable, current2,590 2,390
Right-of-use and financing lease liabilities, current740 422
Total current liabilities9,686 8,996
NONCURRENT LIABILITIES
Loans payable, net of deferred financing costs, noncurrent951 1,508
Right-of-use and financing lease liabilities, noncurrent3,860 4,312
Contingent consideration liabilities8,180 7,120
TOTAL LIABILITIES22,677 21,936
Commitments and contingencies (Note 14)
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 5,000 shares authorized; no shares issued and outstanding
Common stock, no par value, 150,000 shares authorized; 88,914 and 69,117 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively234,224 157,160
Accumulated deficit(127,596)(123,677)
Total shareholders' equity106,628 33,483
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 129,305 $ 55,419
[1]Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in the Merger (see Note 5).

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / sharesMar. 31, 2021Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, no par value
Preferred stock, shares authorized5,000,000 5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, no par value
Common stock, shares authorized150,000,000 150,000,000
Common stock, shares issued88,914,000 69,117,000
Common stock, shares outstanding88,914,000 69,117,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
REVENUE
Total revenue $ 1,124 $ 16
TOTAL COSTS AND OPERATING EXPENSES
Cost of revenues738 158
Cost of revenues - amortization of acquired intangibles307 15
Research and development3,361 2,159
General and administrative4,764 4,625
Sales and marketing2,254 1,490
Change in fair value of contingent consideration1,060
Total costs and operating expenses12,484 8,447
Loss from operations(11,360)(8,431)
OTHER INCOME (EXPENSES), NET
Interest expense, net(68)(22)
Unrealized gain (loss) on marketable equity securities213 (53)
Pro rata loss from equity method investment in Razor(270)(329)
Other income, net2 8
Total other expenses, net(123)(396)
LOSS BEFORE INCOME TAXES(11,483)(8,827)
Income tax benefit7,564 1,095
NET LOSS $ (3,919) $ (7,732)
Net loss per share: basic and diluted $ (0.05) $ (0.13)
Weighted average shares outstanding: basic and diluted82,123,000 61,459,000

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
NET LOSS $ (3,919) $ (7,732)
Other comprehensive loss, net of tax
COMPREHENSIVE LOSS $ (3,919) $ (7,732)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,919) $ (7,732)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense121 60
Amortization of intangible assets307 15
Amortization of right-of-use assets and liabilities25 152
Pro rata loss from equity method investment in Razor270 329
Amortization of prepaid maintenance21 36
Stock-based compensation1,290 937
Unrealized (gain) loss on marketable equity securities(213)53
Amortization of debt issuance costs19 35
Change in fair value of contingent consideration1,060
Deferred income tax benefit(7,564)(1,095)
Changes in operating assets and liabilities:
Accounts receivable(499)8
Amount due to Lineage and affiliates (6)
Prepaid expenses and other assets(1,168)(909)
Accounts payable and accrued liabilities405 1,247
Net cash used in operating activities(9,845)(6,870)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of Insight Genetics, net of cash acquired(607)(6,189)
Acquisition of Razor Genomics asset, net of cash acquired(6,648)
Deposit paid for Chronix merger agreement(175)
Construction in progress and purchases of furniture and equipment(842)(44)
Security deposit and other10 42
Net cash used in investing activities(8,262)(6,191)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options348
Proceeds from sale of common shares65,262 7,597
Financing costs to issue common shares(2,676)(1)
Proceeds from sale of common shares under at-the-market transactions6,754
Financing costs for at-the-market sales(203)
Proceeds from exercise of warrants802
Common shares received and retired for employee taxes paid (14)
Repayment of loan payable(375)
Repayment of financing lease obligations(41)(17)
Net cash provided by financing activities69,871 7,565
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH51,764 (5,496)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
At beginning of the period8,843 23,773
At end of the period60,607 18,277
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest44 43
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITIES
Common stock issued for acquisition of Razor Genomics asset5,756
Deferred tax liability generated from the acquisition of Razor Genomics asset7,564
Common stock issued for acquisition of Insight Genetics 5,000
Construction in progress, machinery and equipment purchases included in accounts payable, accrued liabilities and landlord liability139
Initial fair value of contingent consideration at acquisition date 11,130
Holdback liability $ 600

Organization, Description of th

Organization, Description of the Business and Liquidity3 Months Ended
Mar. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Description of the Business and Liquidity1. Organization, Description of the Business and
Liquidity OncoCyte Corporation (“Oncocyte”),
incorporated in 2009 in the state of California, is a molecular diagnostics company focused on developing and commercializing proprietary
laboratory-developed tests (“LDTs”) to serve unmet medical needs across the cancer care continuum. Oncocyte’s mission
is to provide actionable information to physicians and patients at critical decision points to optimize diagnosis and treatment decisions,
improve patient outcomes, and reduce overall cost of care. Oncocyte has prioritized lung cancer as its first indication. Lung cancer remains
the leading cause of cancer death in the United States, despite the availability of molecular testing and novel therapies to treat patients. Oncocyte’s first product
for commercial release is a proprietary treatment stratification test called DetermaRx™ that identifies which patients with early
stage non-small cell lung cancer may benefit from chemotherapy, resulting in a significantly higher, five-year survival rate. Beginning
in September 2019 through February 23, 2021, Oncocyte held a 25% equity interest in Razor Genomics, Inc. (“Razor”), a privately
held company, that has developed and licensed to Oncocyte the lung cancer treatment stratification laboratory test that Oncocyte is commercializing
as DetermaRx™. On February 24, 2021, Oncocyte completed the purchase of all the remaining issued and outstanding shares of common
stock of Razor and paid the selling shareholders in total $10 million in cash and issued them Oncocyte common stock having a market value
of $5.7 million on that date. As a result of the purchase of the Razor common stock, Oncocyte is now the sole shareholder of Razor. The
acquisition of the remaining equity interests has been accounted for as an asset acquisition in accordance with Accounting Standards Codification
(“ASC”) Topic 805-50, Business Combinations On January 31, 2020 (the “Merger
Date”), Oncocyte completed its acquisition of Insight Genetics, Inc. (“Insight”) through a merger with a newly incorporated
wholly-owned subsidiary of Oncocyte (the “Merger”) under the terms of an Agreement and Plan of Merger (the “Merger Agreement”).
Prior to the Merger, Insight was a privately held company specializing in the discovery and development of the multi-gene molecular, laboratory-developed
diagnostic tests that Oncocyte has branded as DetermaIO™. DetermaIO™ is a proprietary gene expression assay with promising
data supporting its potential to help identify patients likely to respond to checkpoint inhibitor drugs. Insight has a CLIA-certified
diagnostic laboratory with the capacity to support clinical trials or assay design on certain commercially available analytic platforms
that may be used to develop additional diagnostic tests. Insight also performs Pharma Services in its CLIA-certified laboratory for pharmaceutical
and biotechnology companies, including testing for biomarker discovery, assay design and development, clinical trial support, and a broad
spectrum of biomarker tests. The Merger has been accounted for using the acquisition method of accounting in accordance with ASC 805,
which requires, among other things, that the assets and liabilities assumed be recognized at their fair values as of the acquisition date.
See Note 5 for a full discussion of the Merger. Other tests in the development
pipeline include DetermaTx™, a test intended to compliment DetermaIO™ by assessing the mutational status of a tumor to help
identify the appropriate targeted therapy. Oncocyte also plans to initiate the development of DetermaMx™ as a blood-based test to
monitor cancer patients for recurrence of their disease. Oncocyte has added to its LDT development pipeline the TheraSure™-CNI Monitor,
a patented, blood-based test for immunotherapy monitoring, and TheraSure™ Transplant Monitor, a solid organ transplantation monitoring
test, through a merger with the developer of the test Chronix Biomedical, Inc. (“Chronix”) (see Note 15). Liquidity Oncocyte has incurred operating
losses and negative cash flows since inception and had an accumulated deficit of $127.6 million as of March 31, 2021. Oncocyte expects
to continue to incur operating losses and negative cash flows for the foreseeable future. Oncocyte did not generate revenues from its
operations prior to the first quarter of 2020, and revenues since that period through the date of this Report were not sufficient to cover
Oncocyte’s operating expenses. Oncocyte finances its operations primarily through the sale of shares of its common stock. As of March 31, 2021, Oncocyte
had $58.9 million of cash and cash equivalents and held shares of Lineage Cell Therapeutics, Inc. (“Lineage”) and AgeX Therapeutics,
Inc. (“AgeX”) common stock as marketable equity securities with a combined fair market value of $0.9 million. Oncocyte believes
that its current cash, cash equivalents and marketable equity securities are sufficient to carry out current operations through at least
twelve months from the issuance date of the condensed consolidated interim financial statements included in this Report. On April 23, 2020, Oncocyte obtained
a U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loan in the principal amount
of $1,140,930 from Silicon Valley Bank (the “Bank”). The PPP loan bears interest at a rate of 1% per annum (see Note 9) and
matures on April 23, 2022. The principal amount and accrued interest on the PPP loan is subject to forgiveness by the Bank through the
SBA under the provisions of the PPP loan program. Oncocyte’s application for forgiveness of principal and accrued interest for the
PPP loan is pending as of the date of this Report. Although Oncocyte was obligated to make monthly payments of principal and interest
on the PPP loan commending in November 2020, each in such equal amount required to fully amortize the principal amount outstanding by
the maturity date, Oncocyte has not been billed or charged for any payments for the PPP loan because of its loan forgiveness application
status pending. Oncocyte continues to accrue interest on the PPP loan and there can be no assurance that any part of the PPP loan will
be forgiven. Oncocyte will need to raise additional
capital to finance its operations, including the development and commercialization of its cancer diagnostic and other tests, until such
time as it is able to generate sufficient revenues from the commercialization of one or more of its LDTs and other tests and performing
Pharma Services to cover its operating expenses. Presently, Oncocyte is devoting
substantially all of its efforts on initial commercialization efforts for DetermaRx™ and completing development and planning commercialization
of DetermaIO™, although DetermaIO™ is currently available for biopharma diagnostic development and research use only as a
companion test in immunotherapy drug development to select patients for clinical trials. While Oncocyte plans to primarily market its
LDTs in the United States through its own sales force, it is also beginning to make marketing arrangements with distributors in other
countries. In order to reduce capital needs and to expedite the commercialization of any new LDTs that may become available for clinical
use, Oncocyte may also pursue marketing arrangements with other diagnostic companies through which Oncocyte might receive licensing fees
and royalty on sales, or through which it might form a joint venture to market its tests and share in net revenues, in the United States
or abroad. In addition to general economic
and capital market trends and conditions, Oncocyte’s ability to raise sufficient additional capital to finance its operations from
time to time will depend on a number of factors specific to Oncocyte’s operations such as operating revenues and expenses, progress
in development of, or in obtaining reimbursement coverage from Medicare for DetermaIO™ and other future LDTs that Oncocyte may develop
or acquire. The availability of financing and Oncocyte’s ability to generate revenues from operating activities may be adversely
impacted by the ongoing COVID-19 pandemic which could continue to cause deferrals of cancer surgeries that might otherwise have resulted
in the utilization of DetermaRx™ and deferrals of drug development clinical trials that might have utilized Oncocyte’s Pharma
Services. The COVID-19 pandemic also could continue to depress national and international economies and disrupt capital markets, supply
chains, and aspects of Oncocyte’s operations. The extent to which the ongoing COVID-19 pandemic will ultimately impact Oncocyte’s
business, results of operations, financial condition, or cash flows is highly uncertain and difficult to predict because it will depend
on many factors that are outside Oncocyte’s control. The unavailability or inadequacy of financing or revenues to meet future capital
needs could force Oncocyte to modify, curtail, delay, or suspend some or all aspects of planned operations. Sales of additional equity
securities could result in the dilution of the interests of its shareholders. Oncocyte cannot assure that adequate financing will be available
on favorable terms, if at all.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies2. Basis of Presentation and Summary of Significant
Accounting Policies Basis of presentation The unaudited condensed consolidated
interim financial statements presented herein, and discussed below, have been prepared in accordance with U.S. generally accepted accounting
principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.
In accordance with those rules and regulations certain information and footnote disclosures normally included in comprehensive consolidated
financial statements have been condensed or omitted. The condensed balance sheet as of December 31, 2020 was derived from the audited
consolidated financial statements at that date but does not include all the information and footnotes required by GAAP. These condensed
consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included
in Oncocyte’s Annual Report on Form 10-K for the year ended December 31, 2020. Principles of consolidation On January 31, 2020, with the
consummation of the Merger, Insight became a wholly owned subsidiary of Oncocyte, and on that date Oncocyte began consolidating Insight’s
operations and results with Oncocyte’s operations and results (see Note 5). On February 24, 2021, with the acquisition of the remaining
equity interests in Razor, Razor became a wholly owned subsidiary of Oncocyte, and on that date Oncocyte began consolidating Razor’s
results with Oncocyte’s operations and results (see Note 6). The accompanying condensed consolidated
interim financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of Oncocyte’s financial condition and results of operations. The condensed consolidated results
of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year. All material
intercompany accounts and transactions have been eliminated in consolidation. COVID-19 impact and related risks The ongoing global outbreak of
COVID-19, and the various attempts throughout the world to contain it, have created significant volatility, uncertainty and disruption.
In response to government directives and guidelines, health care advisories and employee and other concerns, Oncocyte has altered certain
aspects of its operations. A number of Oncocyte’s employees have had to work remotely from home and those on site have had to follow
Oncocyte’s social distance guidelines, which could impact their productivity. COVID-19 could also disrupt Oncocyte’s operations
due to absenteeism by infected or ill members of management or other employees, or absenteeism by members of management and other employees
who cannot effectively work remotely but who elect not to come to work due to the illness affecting others in Oncocyte’s office
or laboratory facilities, or due to quarantines. During the COVID-19 pandemic,
Oncocyte has not been able, and may continue to not be able, to maintain its preferred level of physician or customer outreach and marketing
of its diagnostic testing and Pharma Services, which may have negatively impacted and may continue to negatively impact potential new
customers’ interest in those tests and services. Because of COVID-19, travel, visits, and in-person meetings related to Oncocyte’s
business have been severely curtailed or canceled and Oncocyte has instead used on-line or virtual meetings to meet with potential customers
and others. In addition to operational adjustments,
the consequences of the COVID-19 pandemic have led to uncertainties related to Oncocyte’s business growth and ability to forecast
the demand for its diagnostic testing and Pharma Services and resulting revenues. Concerns over available hospital, staffing, equipment,
and other resources, and the risk of exposure to the virus, has led to delays in early stage lung cancer surgeries and clinical trials
of drugs under development by pharma companies, and the continued deferral of lung cancer surgeries and drug development clinical trials
due to resurgence in COVID-19 cases could result in delayed or reduced use of DetermaRx™ and Oncocyte’s Pharma Services. It is possible that impacts of
COVID-19 on Oncocyte’s operations or revenues or its access to capital could prevent Oncocyte from complying, or could result in
a material noncompliance, with one or more obligations or covenants under material agreements to which Oncocyte is a party, with the result
that Oncocyte would be in material breach of the applicable obligation, covenant, or agreement. Any such material breach could cause Oncocyte
to incur material financial liabilities or an acceleration of the date for paying a financial obligation to the other party to the applicable
agreement, or could cause Oncocyte to lose material contractual rights, such as rights to use leased equipment or laboratory or office
space, or rights to use licensed patents or other intellectual property, the use of which is material to Oncocyte’s business. Similarly,
it is possible that impacts of COVID-19 on the business, operations, or financial condition of any third party with whom Oncocyte has
a contractual relationship could cause the third party to be unable to perform its contractual obligations to Oncocyte, resulting in Oncocyte’s
loss of the benefits of a contract that could be material to Oncocyte’s business. The full extent to which the COVID-19
pandemic and the various responses to it might impact Oncocytes’ business, operations and financial results will depend on numerous
evolving factors that are not subject to accurate prediction and that are beyond Oncocyte’s control. Use of estimates The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
and contingent assets and liabilities, at the date of the consolidated financial statements, and the reported amounts of revenues and
expenses during the reporting period. On an ongoing basis, management evaluates estimates which are subject to significant judgment, including,
but not limited to, valuation methods used, assumptions requiring the use of judgment to prepare financial projections, timing of potential
commercialization of acquired in-process intangible assets, applicable discount rates, probabilities of the likelihood of multiple outcomes
of certain events related to contingent consideration, comparable companies or transactions, determination of fair value of the assets
acquired and liabilities assumed including those relating to contingent consideration, revenue recognition, assumptions related to going
concern assessments, allocation of direct and indirect expenses, useful lives associated with long-lived intangible assets, key assumptions
in operating and financing leases including incremental borrowing rates, loss contingencies, valuation allowances related to deferred
income taxes, and assumptions used to value debt and stock-based awards and other equity instruments. Actual results may differ materially
from those estimates. Similarly, Oncocyte assessed certain
accounting matters that generally require consideration of forecasted financial information. The accounting matters assessed included,
but were not limited to, Oncocyte’s equity investments, the carrying value of goodwill, acquired in-process intangible assets and
other long-lived assets. Those assessments as well as other estimates referenced above were made in the context of information reasonably
available to Oncocyte. While Oncocyte considered known or expected impacts of COVID-19 in making its assessments and estimates, the future
impacts of COVID-19 are not presently determinable and could cause actual results to differ materially from Oncocyte’s estimates
and assessments. Oncocyte’s future analysis or forecast of COVID-19 impacts could lead to changes in Oncocyte’s future estimates
and assessments which could result in material impacts to Oncocyte’s consolidated financial statements in future reporting periods. Goodwill and intangible assets In accordance with ASC 350, Intangibles
– Goodwill and Other Goodwill represents the excess
of the purchase price over the fair value of net identifiable assets and liabilities. Goodwill, similar to IPR&D, is not amortized
but is tested for impairment at least annually, or if circumstances indicate its value may no longer be recoverable. Qualitative factors
considered in this assessment include industry and market conditions, overall financial performance, and other relevant events and factors
affecting Oncocyte’s business. Based on the qualitative assessment, if it is determined that the fair value of goodwill is more
likely than not to be less than its carrying amount, the fair value of a reporting unit will be calculated and compared with its carrying
amount and an impairment charge will be recognized for the amount that the carrying value exceeds the fair value. Oncocyte continues to
operate in one segment and considered to be the sole reporting unit and, therefore, goodwill is tested for impairment at the enterprise
level. Oncocyte does not have intangible
assets with indefinite useful lives other than goodwill and the acquired IPR&D discussed in Notes 5 and 7. As of March 31, 2021, there
has been no impairment of goodwill and intangible assets. Contingent consideration liabilities Certain of Oncocyte’s asset
and business acquisitions involve the potential for future payment of consideration to third-parties and former selling shareholders in
amounts determined as a percentage of future net revenues generated, or upon attainment of revenue milestones, from Pharma Services or
LDTs, as applicable, or annual minimum royalties to certain licensors, as provided in the applicable agreements. The fair value of such
liabilities is determined using unobservable inputs. These inputs include the estimated amount and timing of projected cash flows and
the risk-adjusted discount rate used to present value the cash flows (see Notes 5 and 7). These obligations are referred to as contingent
consideration. ASC 805 requires that contingent
consideration be estimated and recorded at fair value as of the acquisition date as part of the total consideration transferred. Contingent
consideration is an obligation of the acquirer to transfer additional assets or equity interests to the selling shareholders in the future
if certain future events occur or conditions are met, such as the attainment of product development milestones. Contingent consideration
also includes additional future payments to selling shareholders based on achievement of components of earnings, such as “earn-out”
provisions or percentage of future revenues, including royalties paid to the selling shareholders based on a percentage of revenues generated
from DetermaIO™ and Insight Pharma Services over their respective useful life. The fair value of contingent consideration
after the acquisition date is reassessed by Oncocyte as changes in circumstances and conditions occur, with the subsequent change in fair
value recorded in the consolidated statements of operations. Changes in key assumptions can materially affect the estimated fair value
of contingent consideration liabilities and, accordingly, the resulting gain or loss that Oncocyte records in its condensed consolidated
interim financial statements. See Notes 5 and 7 for a full discussion of these liabilities. Investments in capital stock of privately held
companies Oncocyte evaluates whether investments
held in common stock of other companies require consolidation of the company under, first, the variable interest entity (“VIE”)
model, and then under the voting interest model in accordance with accounting guidance for consolidations under Accounting Standards Codification
(“ASC”) 810-10. If consolidation of the entity is not required under either the VIE model or the voting interest model, Oncocyte
determines whether the equity method of accounting should be applied in accordance with ASC 323, Investments – Equity Method
and Joint Ventures Oncocyte initially records equity
method investments at fair value on the date of the acquisition with subsequent adjustments to the investment balance based on Oncocyte’s
pro rata share of earnings or losses from the investment. As of December 31, 2020, the equity
method investment balance of Razor is shown in noncurrent assets on the condensed consolidated balance sheets. Since February 24, 2021,
the date of Oncocyte’s acquisition of the remaining interests in Razor, the Razor entity’s financial statements have been
consolidated with Oncocyte, and the aggregate carrying value of the preexisting ownership interest and the cost of the additional ownership
interest acquired is included in Intangible Assets, net, on the condensed consolidated balance sheet as of March 31, 2021 (see Notes 6
and 7). Impairment of long-lived assets Oncocyte assesses the impairment
of long-lived assets, which consist primarily of the Razor intangible asset, the right-of-use assets for operating leases, customer relationships,
and machinery and equipment whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value
may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and
the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss
equal to the excess of the asset’s carrying value over its fair value is recorded. As of March 31, 2021, there has
been no impairment of long-lived assets. Revenue recognition Prior to January 1, 2020, Oncocyte
generated no revenues. Effective on January 1, 2020, Oncocyte adopted the revenue recognition standard ASC Topic 606, Revenue from
Contracts with Customers DetermaRx™ testing revenue In the first quarter of 2020,
Oncocyte commercially launched DetermaRx™ and commenced performing tests on clinical samples through orders received from physicians,
hospitals and other healthcare providers. In determining whether all of the revenue recognition criteria (i) through (v) above are met
with respect to DetermaRx™ tests, each test result is considered a single performance obligation and is generally considered complete
when the test result is delivered or made available to the prescribing physician electronically and, as such, there are no shipping or
handling fees incurred by Oncocyte or billed to customers. Although Oncocyte bills a list price for all tests ordered and completed for
all payer types, Oncocyte recognizes realized revenue on a cash basis rather than accrual basis when it cannot conclude that all the revenue
recognition criteria have been met. Because DetermaRx™ is a novel test and there are no current reimbursement arrangements with
third-party payers other than Medicare, the transaction price represents variable consideration. Application of the constraint for variable
consideration is an area that requires significant judgment. For all payers other than Medicare, Oncocyte must take into account the novelty
of the test, the uncertainty of receiving payment, or being subject to claims for refund, from payers with whom it does not have a sufficient
payment collection history or contractual reimbursement agreements. Accordingly, for those payers, Oncocyte expects to continue to recognize
revenue on a cash basis until it has a sufficient history to reliably estimate payment patterns or has contractual reimbursement arrangements,
or both, in place. In September 2020, Oncocyte received a final pricing decision for DetermaRx™ from CMS, and with Medicare coverage
in effect, Oncocyte commenced recognizing revenue when DetermaRx™ tests are performed for Medicare patients, or when payment was
approved by Medicare in the case of certain tests performed prior to September 2020, rather than on a cash basis. During the three months ended
March 31, 2021, after accumulating additional history of cash receipts and other factors considered by management for Medicare Advantage
covered tests, including the recently published Medicare rate which management believes entitles Oncocyte to get reimbursed for Medicare
Advantage covered tests at the Medicare rate, Oncocyte commenced recognizing Medicare Advantage covered tests on an accrual basis, rather
than on a cash basis, at the Medicare rate. As of March 31, 2021, Oncocyte
had accounts receivable of $0.4 million primarily from Medicare and Medicare Advantage covered DetermaRx™ tests (see Note 13). Pharma services revenue Revenues recognized include Pharma
Services performed by Oncocyte’s Insight subsidiary for its pharmaceutical customers, including testing for biomarker discovery,
assay design and development, clinical trial support, and a broad spectrum of biomarker tests. These Pharma Services are generally performed
under individual scope of work (“SOW”) arrangements with specific deliverables defined by the customer. Pharma Services are
generally performed on a time and materials basis. Upon Insight’s completion of the service to the customer in accordance with the
SOW, Insight has the right to bill the customer for the agreed upon price (either on a per test or per deliverable basis) and recognizes
the pharma service revenue at that time. Insight identifies each sale of its pharma service offering as a single performance obligation. Completion of the service and
satisfaction of the performance obligation under a SOW is typically evidenced by access to the report or test made available to the customer
or any other form or applicable manner of delivery defined in the SOW. However, for certain SOWs under which work is performed pursuant
to the customer’s highly customized specifications, Insight has the enforceable right to bill the customer for work completed, rather
than upon completion of the SOW. For those SOWs, Insight recognizes revenue over a period of time during which the work is performed using
a formula that accounts for expended efforts, generally measured in labor hours, as a percentage of total estimated efforts for the completion
of the SOW. As Insight satisfies the performance obligation under the SOW, any amounts earned as revenue and billed to the customer are
included in accounts receivable. Any revenues earned but not yet billed to the customer as of the date of Oncocyte’s consolidated
financial statements are recorded as contract assets and are included in prepaids and other current assets as of the financial statement
date. Amounts recorded in contract assets are reclassified to accounts receivable in Oncocyte’s consolidated financial statements
when the customer is invoiced according to the billing schedule in the contract. Insight establishes an allowance
for doubtful accounts based on the evaluation of the collectability of its Pharma Services accounts receivables after considering a variety
of factors, including the length of time receivables are past due, significant events that may impair the customer’s ability to
pay, such as a bankruptcy filing or deterioration in the customer’s operating results or financial position, and historical experience.
If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. Insight continuously
monitors collections and payments from customers and maintains a provision for estimated credit losses and uncollectible accounts, if
any, based upon its historical experience and any specific customer collection issues that have been identified. Amounts determined to
be uncollectible are written off against the allowance for doubtful accounts. As of March 31, 2021, Oncocyte has not recorded any losses
or allowance for doubtful accounts on its account receivables from Pharma Services. As of March 31, 2021, Oncocyte
had accounts receivable from Pharma Services customers of $0.3 million (see Note 13). Cost of revenues Cost of revenues generally consists
of cost of materials, direct labor including benefits, bonus and stock-based compensation, equipment and infrastructure expenses, clinical
sample related costs associated with performing Pharma Services and DetermaRx™ tests, license fees due to third parties, and also
includes amortization of acquired intangible assets such as the Razor asset and customer relationship intangible assets. Infrastructure
expenses include depreciation of laboratory equipment, allocated rent costs, leasehold improvements and allocated information technology
costs for operations at Oncocyte’s CLIA laboratories in California and Tennessee. Costs associated with performing diagnostic tests
and Pharma Services are recorded as the tests or services are performed regardless of whether revenue was recognized with respect to that
test or pharma service. Royalties or revenue share payments for licensed technology calculated as a percentage of revenues generated using
the associated technology are recorded as expenses at the time the related revenues are recognized. Research and development expenses Research and development expenses
are comprised of costs incurred to develop technology, and include: salaries and benefits, including stock-based compensation; laboratory
expenses, including reagents and supplies used in research and development laboratory work; infrastructure expenses, including allocated
facility occupancy costs; and contract services and other outside costs. Indirect research and development expenses are allocated primarily
based on headcount, as applicable, and include rent and utilities, common area maintenance, telecommunications, property taxes, and insurance.
Research and development costs are expensed as incurred. General and administrative expenses General and administrative expenses
consist primarily of compensation and related benefits, including stock-based compensation, for executive and corporate personnel; professional
and consulting fees; rent and utilities; common area maintenance; telecommunications; property taxes; and insurance. Sales and marketing expenses Sales and marketing expenses consist
primarily of personnel costs and related benefits, including stock-based compensation, trade show expenses, branding and positioning expenses,
and consulting fees. Sales and marketing expenses also include indirect expenses for applicable overhead allocated based on headcount,
and include allocated costs for rent and utilities, common area maintenance, telecommunications, property taxes, and insurance. Accounting for Lineage and AgeX shares of common
stock Oncocyte accounts for the shares
of Lineage and AgeX common stock it holds as marketable equity securities in accordance with ASC 320-10-25, Investments – Debt
and Equity Securities Financial Instruments–Overall:
Recognition and Measurement of Financial Assets and Financial Liabilities As of March 31, 2021 and December
31, 2020, Oncocyte held 353,264 and 35,326 shares of common stock of Lineage and AgeX, respectively, as marketable equity securities with
a combined fair market value of $887,000 and $675,000, respectively. Net loss per common share All potentially dilutive common
stock equivalents are antidilutive because Oncocyte reported a net loss for all periods presented. The following common stock equivalents
were excluded from the computation of diluted net loss per common share of common stock for the periods presented because including them
would have been antidilutive (in thousands):
Three Months Ended March 31, (Unaudited)
2021 2020
Stock options 2,156 6,350
Warrants 3,136 3,384 Leases Oncocyte accounts for leases in
accordance with ASC 842, Leases Based on the available practical
expedients under the standard, Oncocyte elected not to capitalize leases that have terms of twelve months or less. During 2020, Oncocyte entered
into various operating leases and an embedded operating lease in accordance with ASC 842 discussed in Note 14. Oncocyte’s accounting
for financing leases (previously referred to as “capital leases”) remained substantially unchanged. Recently adopted accounting pronouncements In December 2019, the FASB issued
ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. Recently issued accounting pronouncements not yet
adopted The recently issued accounting
pronouncements applicable to Oncocyte that are not yet effective are disclosed in Oncocyte’s Annual Report on Form 10-K for the
year ended December 31, 2020.

Selected Balance Sheet Componen

Selected Balance Sheet Components3 Months Ended
Mar. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Selected Balance Sheet Components3. Selected Balance Sheet Components Restricted cash ASU 2016-18, Statement of Cash
Flows (Topic 230): Restricted Cash The following table provides a
reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet dates that comprise
the total of the same such amounts shown in the condensed consolidated statements of cash flows for all periods presented in accordance
with ASU 2016-18 (in thousands):
March 31, 2021 (unaudited) December 31, 2020
Cash and cash equivalents $ 58,907 $ 7,143
Restricted cash included in deposits and other noncurrent assets (see Note 14) 1,700 1,700
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 60,607 $ 8,843 Prepaid expenses and other current assets As of March 31, 2021 and December
31, 2020, prepaid expenses and other current assets were comprised of the following (in thousands):
March 31, 2021 (unaudited) December 31, 2020
Prepaid insurance $ 1,342 $ 264
Prepaid vendors, deposits and service agreements 977 646
Other 8 295
Total prepaid expenses and other current assets $ 2,327 $ 1,205 Deposits and other noncurrent assets As of March 31, 2021 and December
31, 2020, deposits and other noncurrent assets were comprised of the following (in thousands):
March 31, 2021 (unaudited) December 31, 2020
Restricted cash and security deposit for the Irvine Lease (Note 14) $ 1,850 $ 1,850
Long-term prepaid maintenance contracts 97 118
Other 88 88
Total deposits and other noncurrent assets $ 2,035 $ 2,056 Accrued expenses and other current liabilities As of March 31, 2021 and December
31, 2020, accrued expenses and other current liabilities were comprised of the following (in thousands):
March 31, 2021 (unaudited) December 31, 2020
Accrued compensation (1) $ 2,452 $ 3,556
Cash holdback liability (see Note 5) - 600
Accrued vendor and other expenses 2,812 1,596
Total accrued expenses and other current liabilities $ 5,264 $ 5,752
(1) Includes approximately $0.9 million in severance accrual as of March 31, 2021, in accordance with the severance benefits provided under certain employment and severance benefit agreements, in connection with Oncocyte’s partial reduction in force plan and salary reduction agreements instituted in September 2020 (see Note 14).

Right-of-use Assets, Machinery

Right-of-use Assets, Machinery and Equipment, Net, and Construction In Progress3 Months Ended
Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Right-of-use Assets, Machinery and Equipment, Net, and Construction In Progress4. Right-of-use assets, machinery and equipment,
net, and construction in progress As of March 31, 2021 and December
31, 2020, rights-of-use assets, machinery and equipment, net, and construction in progress were as follows (in thousands):
March 31, 2021 (unaudited) December 31, 2020
Right-of-use assets (1) $ 3,397 $ 3,397
Machinery and equipment 2,597 2,480
Accumulated depreciation and amortization (1,679) (1,440)
Right-of-use assets, machinery and equipment, net 4,315 4,437
Construction in progress 2,951 2,087
Right-of-use assets, machinery and equipment, net, and construction in progress $ 7,266 $ 6,524
(1) Oncocyte recorded certain right-of-use assets and liabilities for operating leases in accordance with ASC 842 (see Notes 5 and 14). Depreciation and amortization
expense amounted to $239,000 and $60,000 for the three months ended March 31, 2021 and 2020, respectively. Construction in progress Construction in progress as of
March 31, 2021 includes $2.9 million for leasehold improvements, consisting primarily of the costs incurred for the construction of Oncocyte’s
primary laboratory facility at its Irvine, California headquarters. Of this amount, $1.1 million has been financed by the landlord and
is included in landlord liability (see Note 14). Construction in progress is not depreciated until the underlying asset is placed into
service.

Acquisition of Insight

Acquisition of Insight3 Months Ended
Mar. 31, 2021
Business Combinations [Abstract]
Acquisition of Insight5. Acquisition of Insight On January 31, 2020 (the “Merger
Date”), Oncocyte completed its acquisition of Insight pursuant to the Merger Agreement. Merger Consideration at Closing Under the terms of the Merger
Agreement, Oncocyte agreed to pay $7 million in cash and $5 million of Oncocyte common stock (the “Initial Merger Consideration”),
subject to a holdback for indemnity claims not to exceed ten percent of the total Merger Consideration. The parties agreed to holdback
$0.6 million in cash (“Cash Holdback”) and approximately 0.2 million shares of Oncocyte common stock (“Stock Holdback”)
through December 31, 2020, in the event that Oncocyte has indemnity claims. The Stock Holdback shares are considered to be issued and
outstanding shares of Oncocyte common stock as of the Merger Date but were placed in an escrow account and will be released from escrow
after the holdback period, less any shares that may be returned to Oncocyte on account of any indemnity claims. Accordingly, on the Merger
Date, Oncocyte delivered approximately $11.4 million in Merger Consideration, consisting of $6.4 million in cash, which was net of the
$0.6 million cash holdback, and 1.9 million shares of Oncocyte common stock, which includes the stock holdback shares placed in escrow.
The shares of Oncocyte common stock delivered were valued at $5 million, based on the average closing price of Oncocyte common stock on
the NYSE American during the five trading days immediately preceding the date of the Merger Agreement. In March 2021, in accordance with
the Merger Agreement, the Cash Holdback was paid and the Stock Holdback was released from escrow to the selling shareholders. Milestone Payments (Milestone Contingent Consideration) In addition to the Initial Merger
Consideration, Oncocyte may also pay contingent consideration of up to $6.0 million in any combination of cash or shares of Oncocyte common
stock if certain milestones are achieved (the “Milestone Contingent Consideration”), which consist of (i) a $1.5 million clinical
trial completion and data publication milestone, (ii) $3.0 million for an affirmative final local coverage determination from CMS for
a specified lung cancer test, and (iii) up to $1.5 million for achieving certain CMS reimbursement milestones. Revenue Share (Royalty Contingent Consideration) As additional consideration for
Insight’s shareholders, the Merger Agreement provides for Oncocyte to pay a revenue share of not more than ten percent of net collected
revenues for current Insight pharma service offerings over a period of ten years, and a tiered revenue share percentage of net collected
revenues through the end of the technology lifecycle if certain new cancer tests are developed and commercialized using Insight technology
(“Royalty Contingent Consideration”). Registration Rights Pursuant to the Merger Agreement,
Oncocyte filed a registration statement with the SEC to register the resale of the shares of common stock under the Securities Act of
1933, as amended (the “Securities Act”) issued in connection with the Merger, which the SEC declared effective in August 2020. Workforce In connection with the closing
of the Merger, Oncocyte did not assume sponsorship of the Insight Equity Incentive Plan. Accordingly, the Insight Equity Incentive Plan
and all related stock options to purchase shares of Insight common stock outstanding immediately prior to the Merger were canceled on
the Merger Date for no consideration. At the Merger Date, all of Insight’s employees ceased employment with Insight, and Oncocyte
offered employment to certain of those former Insight employees, principally in laboratory roles and certain administrative roles (“New
Oncocyte Employees”), and granted new equity awards to the New Oncocyte Employees under the Oncocyte 2018 Equity Incentive Plan.
All Oncocyte stock option awards granted to the New Oncocyte Employees have vesting terms and conditions consistent with stock options
granted to most other Oncocyte employees. Aggregate Merger Consideration and Purchase Price
Allocation The calculation of the aggregate
merger consideration, consisting of the Initial Merger Consideration, Milestone Contingent Consideration and Royalty Contingent Consideration
(the “Aggregate Merger Consideration”) transferred on January 31, 2020, at fair value, is shown in the following table (in
thousands, except for share and per share amounts). The Milestone Contingent Consideration and the Royalty Contingent Consideration are
collectively referred to as “Contingent Consideration”.
Cash consideration $ 7,000 (1)
Stock consideration
Shares of Oncocyte common stock issued on the Merger Date 1,915,692 (2)
Closing price per share of Oncocyte common stock on the Merger Date $ 2.61
Market value of Oncocyte common stock issued $ 5,000
Contingent Consideration $ 11,130 (3)
Total fair value of consideration transferred on the Merger Date $ 23,130
(1) The cash consideration paid on the Merger Date was $6.4 million, which was net of a $0.6 million cash holdback discussed above, recorded as a holdback liability since Oncocyte retained the cash. In accordance with ASC 805, amounts held back for general representations and warranties of the sellers are included as part of the total consideration transferred.
(2) The 229,885 Stock Holdback shares were placed in an escrow account and considered to be issued and outstanding Oncocyte common stock. In accordance with ASC 805, amounts held back for general representations and warranties of the sellers, including escrowed shares of common stock, are included as part of the total consideration transferred.
(3) In accordance with ASC 805, Contingent Consideration, at fair value, is part of the total considered transferred on the Merger Date, as further discussed below. Aggregate Merger Consideration allocation Oncocyte allocated the Aggregate
Merger Consideration transferred to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated
fair values as of the Merger Date. The fair values of the identifiable intangible assets acquired and the liabilities assumed was determined
based on inputs that were unobservable and significant to the overall fair value measurement, which is also based on estimates and assumptions
made by management at the time of the Merger. As such, these were classified as Level 3 fair value hierarchy measurements and disclosures
in accordance with ASC 820, Fair Value Measurement The following table sets forth
the allocation of the Aggregate Merger Consideration transferred to Insight’s tangible and identifiable intangible assets acquired
and liabilities assumed on the Merger Date, with the excess recorded as goodwill (in thousands):
January 31, 2020
Assets acquired:
Cash and cash equivalents $ 36
Accounts receivable and other current assets 42
Right-of-use assets, machinery and equipment 585
Long-lived intangible assets – customer relationships 440
Acquired in-process research and development 14,650
Total identifiable assets acquired (a) 15,753
Liabilities assumed:
Accounts payable 61
Right-of-use liabilities – operating lease 495
Contingent Consideration transferred 11,130
Long-term deferred income tax liability 1,254
Total identifiable liabilities assumed (b) 12,940
Net assets acquired, excluding goodwill (a) - (b) = (c) 2,813
Total cash and stock consideration transferred (d) 12,000
Goodwill (d) - (c) $ 9,187 The valuation of identifiable
intangible assets and applicable estimated useful lives are as follows (in thousands, except for useful life):
Estimated Asset Fair Value
Useful Life (Years)
In process research and development (“IPR&D”) $ 14,650 n/a
Customer relationships 440 5
$ 15,090 The following is a discussion
of the valuation methods and significant assumptions used to determine the fair value of Insights’ material assets and liabilities
in connection with the Merger: Acquired In-Process Research
and Development and Deferred Income Tax Liability Oncocyte determined the estimated
aggregate fair value of DetermaIO™ using the Multi-Period Excess Earnings Method (“MPEEM”) under the income approach.
MPEEM calculates the economic benefits by determining the income attributable to an intangible asset after the returns are subtracted
for contributory assets such as working capital, assembled workforce, and fixed assets. The resulting after-tax net earnings are discounted
at a rate commensurate with the risk inherent in the economic benefit projections of the assets. To calculate fair value of DetermaIO™
under MPEEM, Oncocyte used probability-weighted, projected cash flows discounted at a rate considered appropriate given the significant
inherent risks associated with similar assets. Cash flows were calculated based on projections of revenues and expenses related to the
asset and were assumed to extend through a multi-year projection period. Revenues from commercialization of DetermaIO™ were based
on the estimated market potential for the indications for use which may include tests for the treatment of certain lung cancers and tests
for the treatment of certain breast cancers. The expected cash flows from DetermaIO™ were then discounted to present value using
a weighted-average cost of capital for companies with profiles substantially similar to that of Oncocyte and the risk inherent in the
economic benefit projections of similar assets, which Oncocyte believes represents the rate that market participants would use to value
those assets. The discount rate used to value DetermaIO™ was approximately 35%. The projected cash flows were based on significant
assumptions, including the time and resources needed to complete development of the asset, timing and reimbursement rates from CMS, regulatory
approvals, if any, to commercialize the asset, estimates of the number of tests that might be performed, revenue and operating profit
expected to be generated by the asset, the expected economic life of the asset, market penetration and competition, and risks associated
with achieving commercialization, including delay or failure to obtain CMS and any required regulatory approval, failure of clinical trials,
and intellectual property litigation. Because the IPR&D (prior to
completion or abandonment of the research and development) is considered an indefinite-lived asset for accounting purposes but is not
recognized for tax purposes, the fair value of the IPR&D on the acquisition date generated a deferred income tax liability (“DTL”)
in accordance with ASC 740, Income Taxes Customer relationships Customer relationships generate
similar DTLs to IPR&D as Oncocyte records this asset for accounting purposes but not for tax purposes. Accordingly, Oncocyte has offset
all the acquired DTLs associated with the customer relationships with available acquired NOLs and included in the amount recorded discussed
above (see Note 12). Right-of-use assets and liabilities,
machinery and equipment Contingent consideration liabilities
– There are three milestones comprising
the Milestone Contingent Consideration, collectively referred to as the Milestones, in connection with the Insight Merger which Oncocyte
valued and recorded as part of Contingent Consideration as of the Merger Date (see table below), which consist of (i) a payment for clinical
trial completion and related data publication (“Milestone 1”), (ii) a payment for an affirmative final local coverage determination
from CMS for a specified lung cancer test (“Milestone 2”), and (iii) a payment for achieving specified CMS reimbursement milestones
(“Milestone 3”). If achieved, any respective Milestone will be paid at the contractual value shown below, with the payment
made either in cash or in shares of Oncocyte common stock as determined by Oncocyte. There can be no assurance that any of the Milestones
will be achieved. There are two separate components
of the Royalty Contingent Consideration, collectively referred to as the Royalty Payments, in connection with the Merger which Oncocyte
valued and recorded as part of Contingent Consideration as of the Merger Date (see table below); Royalty Payments consist of (i) revenue
share payments based on a percentage of future sales generated from DetermaIO™ (“Royalty 1”), and (ii) revenue share
payments based on percentage of future sales generated from current Insight Pharma Service offerings, as defined in the Merger Agreement
(“Royalty 2”). There can be no assurance that any revenues on which the Royalty Payments are based will be generated from
DetermaIO™ or Pharma Service offerings. The following table shows the
Merger Date contractual payment amounts, as applicable, and the corresponding fair value of each respective Contingent Consideration liability
(in thousands):
Contractual Value
Fair Value on the
Milestone 1 $ 1,500 $ 1,340
Milestone 2 3,000 1,830
Milestone 3 (a) 1,500 770
Royalty 1 (b) See(b) 5,980
Royalty 2 (b) See(b) 1,210
Total $ 6,000 $ 11,130
(a) Indicates the maximum payable if the Milestone achieved.
(b) Royalty Payments are based on a percentage of future revenues of DetermaIO™ and Pharma Services over their respective useful life, as defined, accordingly, there is no fixed contractual value for the Royalty Contingent Consideration. The fair value of the Milestone
Contingent Consideration was determined using a scenario analysis valuation method which incorporates Oncocyte’s assumptions with
respect to the likelihood of achievement of the Milestones, credit risk, timing of the Milestone Contingent Consideration payments and
a risk-adjusted discount rate to estimate the present value of the expected payments. The discount rate was estimated at approximately
8% after adjustment for the probability of achievement of the Milestones. No Milestone Contingent Consideration is payable with respect
to a particular Milestone unless and until the Milestone is achieved. Since the Milestone Contingent Consideration payments are based
on nonfinancial, binary events, management believes the use of the scenario analysis method is appropriate. The fair value of each Milestone
after the Merger Date is reassessed by Oncocyte as changes in circumstances and conditions occur, with the subsequent change in fair value
recorded in Oncocyte’s condensed consolidated statements of operations. The fair value of the Royalty
Contingent Consideration was determined using a single scenario analysis method to value the Royalty Payments. The single scenario method
incorporates Oncocyte’s assumptions with respect to specified future revenues generated from DetermaIO™ and current Insight
Pharma Services over their respective useful lives, credit risk, and a risk-adjusted discount rate to estimate the present value of the
expected royalty payments. The credit and risk-adjusted discount rate was estimated at approximately 47%. Since the Royalty Contingent
Consideration payments are based on future revenues and linear payouts, management believes the use of the single scenario method is appropriate. The fair value of the Contingent
Consideration after the Merger Date is reassessed by Oncocyte as changes in circumstances and conditions occur, with the subsequent change
in fair value recorded in Oncocyte’s condensed consolidated statements of operations. As of March 31, 2021, based on Oncocyte’s
reassessment of the significant assumptions note above, there was an increase of approximately $1.1 million to the fair value of the Contingent
Consideration primarily attributable to revised estimates of the timing of the possible future payouts and, accordingly, this increase
was recorded as an unrealized loss in the condensed consolidated statements of operations for the three months ended March 31, 2021. The following table reflects the
activity for Oncocyte’s Contingent Consideration since the Merger Date, measured at fair value using Level 3 inputs (in thousands):
Fair Value
Balance at December 31, 2020 $ 7,120
Change in estimated fair value 1,060
Balance at March 31, 2021 $ 8,180 Contingent consideration is not
deductible for tax purposes, even if paid; therefore, no deferred tax assets related to the Contingent Consideration were recorded. Goodwill – Goodwill and identifiable intangible
assets are not amortizable or deductible for tax purposes since these assets are not recognized for tax purposes.

Asset Acquisition of Razor Geno

Asset Acquisition of Razor Genomics, Inc.3 Months Ended
Mar. 31, 2021
Equity Method Investments and Joint Ventures [Abstract]
Asset Acquisition of Razor Genomics, Inc.6. Asset acquisition of Razor Genomics, Inc. On September 30, 2019, Oncocyte
completed the purchase of 1,329,870 shares of Razor Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred
Stock”), representing 25% of the outstanding equity of Razor on a fully diluted basis, for $10 million in cash (the “Initial
Closing”) pursuant to a Subscription and Stock Purchase Agreement (the “Purchase Agreement”), dated September 4, 2019,
among Oncocyte, Encore Clinical, Inc. (“Encore”), and Razor. Pursuant to the Purchase Agreement, Oncocyte entered into Minority
Holder Stock Purchase Agreements of like tenor (the “Minority Purchase Agreements”) with the shareholders of Razor other than
Encore (the “Minority Shareholders”) for the future purchase of the shares of Razor common stock they own. Oncocyte has also
entered into certain other agreements with Razor and Encore, including a Sublicense and Distribution Agreement (the “Sublicense
Agreement”), a Development Agreement (the “Development Agreement”), and an amendment to a Laboratory Services Agreement
(the “Laboratory Agreement”) pursuant to which Oncocyte became a party to that agreement. Purchase Option The Purchase Agreement and Minority
Shareholder Agreements granted Oncocyte the option to acquire the balance of the outstanding shares of Razor common stock from Encore
under the Purchase Agreement and from the Minority Shareholders under the Minority Purchase Agreements (the “Option”) for
an additional $10 million in cash and Oncocyte common stock valued at $5 million in total (the “Additional Purchase Payment”).
Oncocyte agreed to exercise the Option if, within a specified time frame, certain milestones are met related to the contracting of clinical
trial sites for a clinical trial of DetermaRx™. On January 29, 2021, the principal
shareholder of Razor informed Oncocyte that the milestone requiring Oncocyte to purchase the outstanding shares of Razor common stock
had been attained under the Purchase Agreement and Minority Shareholder Purchase Agreements. On February 24, 2021, Oncocyte exercised
the Option and completed the purchase of all of the issued and outstanding shares of common stock of Razor and paid the selling shareholders
in total $10 million in cash and issued a total of 982,318 shares of Oncocyte common stock having a market value of $5.7 million on that
date. As a result of Oncocyte exercising the Option and purchasing the Razor common stock, Oncocyte is now the sole shareholder of Razor. Development Agreement Under the Development Agreement,
Razor reserved as a “Clinical Trial Expense Reserve” $4 million of the proceeds it received at the Initial Closing from the
sale of the Preferred Stock to Oncocyte, to fund Razor’s share of costs incurred in connection with a clinical trial of DetermaRx™
for purposes of promoting commercialization (“Clinical Trial”). On February 24, 2021, upon the
completion of the outstanding shares of Razor common stock and consolidation of Razor’s accounts, Oncocyte obtained control of approximately
$3.4 million in cash from Razor, which was the remaining balance in the Clinical Trial Expense Reserve account that Razor was using to
pay for the Clinical Trial expenses. Beginning on February 24, 2021, this balance was transferred to Oncocyte’s control as part
of the acquisition date assets and liabilities recorded from the Razor entity shown below. Oncocyte will be responsible for all expenses
for the Clinical Trial up to the total budget amount approved by representatives of Oncocyte and Encore on a Steering Committee, which
is expected to cover multiple years and is estimated to cost up to $16 million. Upon completion of enrollment
of the full number of patients for the Clinical Trial, Oncocyte will issue to Encore and the Minority Shareholders shares of Oncocyte
common stock with an aggregate market value at the date of issue equal to $3 million (“Clinical Trial Milestone Payment”).
If the issuance of shares of common stock having a market value of $3 million would require Oncocyte to issue a number of shares that,
when combined with any shares issued under the Purchase Agreement and the Minority Shareholder Purchase Agreements, would exceed the number
of shares that may be issued without shareholder approval under applicable stock exchange rules, Oncocyte may deliver the number of shares
permissible under stock exchange rules and an amount of cash necessary to bring the combined value of cash and shares to $3 million. If, within a specified time frame,
Encore is substantially responsible for obtaining funding to Oncocyte or Razor for the Clinical Trial from any third-party pharmaceutical
company, a portion of such additional funding amount will be paid to Encore, subject to a $3 million cap on the payment to Encore if the
funding is provided by a designated pharmaceutical company. Sublicense Agreement Under the Sublicense Agreement,
Razor granted to Oncocyte an exclusive worldwide sublicense under certain patent rights applicable to DetermaRx™ in the field of
use covered by the applicable license held by Razor for purposes of commercialization and development of DetermaRx™. Pursuant to the Razor Sublicense
Agreement, Oncocyte will pay all royalties and all revenue sharing and earnout payments owed by Razor to certain third parties with respect
to DetermaRx™ revenues, including the licensor of the patent rights sublicensed to Oncocyte, but those payments will be deducted
from gross revenues to determine net revenues for the purpose of paying royalties to the former Razor shareholders. Total royalty and
earnout payments to the former Razor shareholders, the licensor, and other third parties will be a low double-digit percentage, and in
addition certain milestone payments may become due if cumulative net revenue benchmarks are reached. Royalties and earnout payments will
be payable on a quarterly basis. This payment obligation will continue after Oncocyte’s purchase of the Razor common stock from
Encore and the Minority Shareholders. Laboratory Agreement Under the Laboratory Agreement,
Oncocyte has assumed Razor’s Laboratory Agreement payment obligations of $450,000 per year (see Note 14). The Laboratory Agreement
gives Oncocyte the right to use Razor’s CLIA laboratory in Brisbane, California. Oncocyte pays Encore a quarterly fee for services
related to operating and maintaining the CLIA laboratory, including certain staffing. The Laboratory Agreement will expire on September
29, 2021, but Oncocyte may extend the term for additional one-year periods, or Oncocyte may terminate the agreement at its option. Oncocyte
also has the right to terminate the Laboratory Agreement if there is an event or occurrence that adversely affects, in any material respect,
DetermaRx™ or its prospects or its ability to be commercialized, and it remains continuing and uncured. Accounting for the Razor Investment Beginning on the Initial Closing
and through February 23, 2021, Oncocyte has accounted for the Razor investment under the equity method of accounting under ASC 323 because
prior to the Additional Purchase Payment discussed above Oncocyte exercised significant influence over, but did not control, the Razor
entity. Oncocyte did not control Razor because, among other factors, Oncocyte was entitled to designate one person to serve on a three-member
board of directors of Razor, with the other two members designated by Encore. Also, any deadlocked decisions by a Steering Committee of
Oncocyte and Encore representatives that makes decisions with respect to the Clinical Trial, other than with respect to the Clinical Trial
budget, will be resolved by a member designated by Encore. Prior to February 24, 2021, the
aggregate Razor acquisition payments of $11.245 million incurred during September 2019 and a $4 million CMS milestone payment made by
Oncocyte during June 2020 under the Development Agreement, were amortized over a 10-year useful life of DetermaRx™ and were reflected
in Oncocyte’s pro rata earnings and losses of the equity method investment in Razor in the consolidated statements of operations.
Beginning on February 24, 2021, Razor’s results are included with Oncocyte’s consolidated results, primarily consisting of
outside research and development expenses incurred by Razor for the Clinical Trial. The Initial Closing equity method
investment in Razor and the Additional Purchase Payment for the remaining interests in Razor are both considered an asset acquisition,
rather than a business combination, because, among other factors, Razor had no workforce, no commercial product (Razor had granted all
commercial rights to Oncocyte), no revenues, no distribution system and no facilities. Substantially all of the fair value of Razor’s
assets at the Initial Closing and on February 24, 2021 was concentrated in Razor’s intangible asset, the DetermaRx™ patent
and related know-how, thus satisfying the requirements of the practical screen test to be considered an asset acquisition in accordance
with ASU 2017-01 , Business Combinations (Topic 805): Clarifying the Definition of a Business As Razor became a wholly-owned
subsidiary of Oncocyte on February 24, 2021, the DTA associated with the previous equity method investment was reversed. There is no tax
effect of this reversal as the DTA had been fully offset by a valuation allowance (see Note 12). However, upon payment of the Additional
Purchase Payment, Oncocyte recorded an additional step-up to fair value for the Razor intangible asset under ASC 805-50 for financial
reporting purposes but this “step-up” is not recognized for income tax purposes. As a result, the fair value adjustment of
the Razor intangible asset on the acquisition date generated a DTL in accordance with ASC 740. This DTL is computed using the fair value
of the intangible assets on the acquisition date multiplied by Oncocyte’s federal and state effective income tax rates, using the
simultaneous equations method for asset acquisitions under the guidance provided in ASC 740-10-25-51, which requires that the DTL be recognized
as part of the investment of the acquired asset instead of any immediate income tax expense or benefit arising from the recognition of
the DTL. Furthermore, ASC 740 allows Oncocyte to treat acquired available deferred tax assets, such as Razor’s NOLs (subject to
the annual limitation under Section 382 of the Internal Revenue Code) as available DTAs to offset against the DTLs, as the DTLs are expected
to reverse within the NOL carryforward period. Any excess DTAs over those DTLs would be assessed for a valuation allowance in accordance
with ASC 740. On February 24, 2021, Oncocyte
estimated and recorded a net DTL of $7.6 million after offsetting the acquired available NOLs with the intangible asset shown in the table
below. See also Note 12 for a discussion related to the partial release of Oncocyte’s valuation allowance pertaining to the DTL
generated above in accordance with ASC 740. On February 24, 2021, upon Oncocyte’s
acquisition of the outstanding common stock of Razor, the Razor intangible asset balance recorded on the acquisition date and included
in Intangible Assets was as follows (in thousands):
As of February 24, 2021
Razor intangible asset recorded on the acquisition date:
Equity method investment carrying value $ 13,147
Cash paid as Additional Purchase Payment for the Razor asset 10,000
Oncocyte common stock issued (982,318 shares issued at market value) as Additional Purchase Payment 5,756
Less: cash balance received from Razor for Clinical Trial expenses (3,352)
Deferred tax liability generated from the Razor asset (Note 12) 7,564
Other 169
Total Razor investment asset balance as of February 24, 2021 (a) $ 33,284
(a) This balance will be amortized over the remaining useful life of the Razor asset, approximating 8.5 years, as of the February 24, 2021 acquisition date, with the amortization expense included in “Cost of revenues – amortization of acquired intangibles” on the consolidated statements of operations. Under ASC 805-50, for asset acquisitions,
the remaining Clinical Trial Milestone Payment will be recorded only if the consideration is both probable (milestone has been achieved)
and estimable in accordance with ASC 450, Contingencies Summarized standalone financial data for Razor
from January 1, 2021 through February 23, 2021 The unaudited standalone results
of operations for Razor prior to being consolidated with Oncocyte is summarized below (in thousands):
Condensed Statement of Operations (1) For the period from
Research and development expense $ 125
General and administrative expense -
Loss from operations (125)
Net loss $ (125)
(1) The condensed standalone statement of operations of Razor is provided for informational purposes only. Razor’s results for the period from January 1, 2021 through February 23, 2021 are not included in Oncocyte’s consolidated results of operations because Razor was not consolidated with Oncocyte’s financial statements but had been accounted for under the equity method of accounting since the September 30, 2019 Initial Closing date, however, Oncocyte’s results included its pro rata losses from Razor. Beginning on February 24, 2021, Razor’s results are included with Oncocyte’s consolidated results, primarily consisting of outside research and development expenses incurred by Razor for the Clinical Trial discussed above.

Goodwill and Intangible Assets,

Goodwill and Intangible Assets, Net3 Months Ended
Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets, Net7. Goodwill and Intangible Assets, net At March 31, 2021 and December
31, 2020, goodwill and intangible assets, net, consisted of the following (in thousands):
March 31, 2021 (unaudited) December 31, 2020
Goodwill (1) $ 9,194 $ 9,187
Intangible assets:
Acquired IPR&D – DetermaIO™ (2) 14,650 14,650
Intangible assets subject to amortization:
Acquired intangible assets – customer relationship 440 440
Acquired intangible asset – Razor (see Note 6) 33,284 -
Total intangible assets 48,374 15,090
Accumulated amortization (3) (388) (81)
Intangible assets, net $ 47,986 $ 15,009
(1) Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in the Merger (see Note 5). (2) See Note 5 for information on the Merger consummated
on January 31, 2020. (3) Amortization of intangible assets is included
in “Cost of revenues – amortization of acquired intangibles” on the consolidated statements of operations because the
intangible assets pertain directly to the revenues generated from the acquired intangibles.

Related Party Transactions

Related Party Transactions3 Months Ended
Mar. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions8. Related Party Transactions Financing Transactions On January 2, 2020, Oncocyte entered
into Subscription Agreements with selected investors, including Broadwood Partners, L.P. (“Broadwood”) and certain funds and
accounts managed by Pura Vida Investments LLC (“Pura Vida”), in a registered direct offering of 3,523,776 shares of common
stock, no par value, at an offering price of $2.156 per share, for an aggregate purchase price of approximately $7.6 million. Broadwood
and Pura Vida each beneficially own more than 5% of the outstanding Oncocyte common stock. During April 2020, Oncocyte sold
4,733,700 shares of common stock, no par value, at an offering price of $2.27 per share, for an aggregate purchase price of approximately
$10.75 million, in a registered direct offering. Oncocyte paid no fees or commissions to broker-dealers or any underwriting or finder’s
fees. Broadwood and certain funds and accounts managed by Pura Vida purchased shares in the offering. On January 20, 2021, Oncocyte
entered into Subscription Agreements with certain institutional investors for a registered direct offering of 7,301,410 shares of common
stock, no par value, at an offering price of $3.424 per share, for an aggregate purchase price of $25.0 million. The price per share was
the average of the closing price of our common stock on the NYSE American for the five trading days prior to the date on which we and
the investors executed the Subscription Agreements. Oncocyte did not pay any fees or commissions to broker-dealers or any finder’s
fees, nor did it issue any stock purchase warrants, in connection with the offer and sale of the shares. The investors included Broadwood
and certain investment funds and accounts managed by Pura Vida. On February 9, 2021, Oncocyte
completed an underwritten public offering of 8,947,000 shares of common stock at a public offering price of $4.50 per share, before underwriting
discounts and commissions (the “Offering”). Oncocyte received aggregate net proceeds of approximately $37.5 million, after
deducting commissions, discounts and estimated expenses related to the Offering. Broadwood purchased 600,000 shares in the Offering. Consulting Services During the three months ended
March 31, 2020, Oncocyte incurred consulting fees of $0.3 million to a consulting firm in which Oncocyte’s current President and
Chief Executive Officer, Ronald Andrews, and Oncocyte’s current Chief Scientific Officer (“CSO”), Douglass Ross, were
former partners. Mr. Andrews resigned from the firm as an active partner effective June 30, 2019, the date prior to commencement of his
employment by Oncocyte. Since Dr. Ross’ appointment as CSO in March 2020, and while he remains employed by Oncocyte, Dr. Ross will
no longer provide any services nor receive any payments for services from the consulting firm. Payments for the three months ended March
31, 2021 were insignificant.

Loan Payable to Silicon Valley

Loan Payable to Silicon Valley Bank3 Months Ended
Mar. 31, 2021
Debt Disclosure [Abstract]
Loan Payable to Silicon Valley Bank9. Loan Payable to Silicon Valley Bank On February 21, 2017, Oncocyte
entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank (the “Bank”) pursuant
to which Oncocyte borrowed $2.0 million. Payments of interest only on the principal balance were due monthly from the loan funding date,
March 23, 2017, through October 31, 2017, and, beginning on November 1, 2017, monthly payments of principal of approximately $67,000 plus
interest are due and payable. The outstanding principal amount
plus accrued interest was due and payable to the Bank at maturity on April 1, 2020, but was paid off through a loan refinancing completed
in October 2019, including a payment of a $116,000 final payment fee due under the terms of the Loan Agreement. The Bank waived a 1.0%
prepayment fee in connection with the refinancing of the loan. Amended Loan Agreement On October 17, 2019, Oncocyte
entered into a First Amendment to Loan and Security Agreement (the “Amended Loan Agreement”) with the Bank pursuant to which
Oncocyte obtained a new $3 million secured credit facility (“Tranche 1”), a portion of which was used to repay the remaining
balance of approximately $400,000 on outstanding loans from the Bank, plus a final payment of $116,000, under the February 21, 2017 Loan
Agreement. The credit line under the Amended Loan Agreement may be increased by an additional $2 million (“Tranche 2”) if
Oncocyte obtains at least $20 million of additional equity capital, as was the case with the original Loan Agreement, and a positive final
coverage determination is received from CMS for DetermaRx at a specified minimum price point per test (the “Tranche 2 Milestone”),
and Oncocyte is not in default under the Amended Loan Agreement. Payments of interest only on the
principal balance were due monthly from the draw date through March 31, 2020, followed by 24 monthly payments of principal and interest,
but the Bank has agreed to a deferral of principal payments, as discussed below. The outstanding principal balance of the loan will bear
interest at a stated floating annual interest equal to the greater of (a) the prime rate or (b) 5% per annum. As of March 31, 2021, the
latest published prime rate was 3.25% per annum. On April 2, 2020, as part of the
Bank’s COVID-19 pandemic relief program, Oncocyte and the Bank entered into a Loan Deferral Agreement (“Loan Deferral”)
with respect to the Amended Loan Agreement. Under the Loan Deferral Agreement, the Bank agreed to (i) extend the scheduled maturity date
of the Amended Loan Agreement from March 31, 2022 to September 30, 2022, and (ii) deferred the principal payments by an additional 6 months
whereby payments of interest only on the Bank loan principal balance will be due monthly from May 1, 2020 through October 1, 2020, followed
by 23 monthly payments of principal and interest beginning on November 1, 2020, all provided at no additional fees to Oncocyte. No other
terms of the Amended Loan Agreement were changed or modified. The Loan Deferral was accounted for as a modification of debt in accordance
with ASC 470-50, Debt – Modifications and Extinguishments At maturity of the loan, Oncocyte
will also pay the Bank an additional final payment fee of $200,000, which was recorded as a deferred financing charge in October 2019
and is being amortized to interest expense over the term of the loan using the effective interest method. As of March 31, 2021, the unamortized
deferred financing cost was $50,000. Oncocyte may prepay in full the
outstanding principal balance at any time, subject to a prepayment fee equal to 2.0% of the outstanding principal balance if prepaid more
than one year but less than two years after October 17, 2019, or 1.0% of the outstanding principal balance if prepaid two years or more
after October 17, 2019. Any amounts borrowed and repaid may not be reborrowed. The outstanding principal amount
of the loan, with interest accrued, the final payment fee, and the prepayment fee may become due and payable prior to the applicable maturity
date if an “Event of Default” as defined in the Amended Loan Agreement occurs. Oncocyte was in compliance with the Amended
Loan Agreement as of the filing date of this Report. Bank Warrants In 2017, in connection with the
Loan Agreement, Oncocyte issued common stock purchase warrants to the Bank (the “2017 Bank Warrants”) entitling the Bank to
purchase shares of Oncocyte common stock in tranches related to the loan tranches under the Loan Agreement. In conjunction with the availability
of the loan, the Bank was issued warrants to purchase 8,247 shares of Oncocyte common stock at an exercise price of $4.85 per share, through
February 21, 2027. On March 23, 2017, the Bank was issued warrants to purchase an additional 7,321 shares at an exercise price of $5.46
per share, through March 23, 2027. The Bank may elect to exercise the 2017 Bank Warrants on a “cashless exercise” basis and
receive a number of shares determined by multiplying the number of shares for which the applicable tranche is being exercised by (A) the
excess of the fair market value of the common stock over the applicable exercise price, divided by (B) the fair market value of the common
stock. The fair market value of the common stock will be the last closing or sale price on a national securities exchange, interdealer
quotation system, or over-the-counter market. On October 17, 2019, in conjunction
with Tranche 1 becoming available under the Amended Loan Agreement, Oncocyte issued a common stock purchase warrant to the Bank (the “2019
Bank Warrant”) entitling the Bank to purchase 98,574 shares of Oncocyte common stock at the initial “Warrant Price”
of $1.69 per share through October 17, 2029. The number of shares of common stock issuable upon the exercise of the 2019 Bank Warrant
will increase on the date of each draw, if any, on Tranche 2. The number of additional shares of common stock issuable upon the exercise
of the 2019 Bank Warrant will be equal to 0.02% of Oncocyte’s fully diluted equity outstanding for each $1 million draw under Tranche
2. The Warrant Price for Tranche 2 warrant shares will be determined upon each draw of Tranche 2 funds and will be closing price of Oncocyte
common stock on the NYSE American or other applicable market on the date immediately before the applicable date on which Oncocyte borrows
funds under Tranche 2. The Bank may elect to exercise the 2019 Bank Warrant on a “cashless exercise” basis and receive a number
of shares determined by multiplying the number of shares for which the 2019 Bank Warrant is being exercised by (A) the excess of the fair
market value of the common stock over the applicable Warrant Price, divided by (B) the fair market value of the common stock. The fair
market value of the common stock will be last closing or sale price on a national securities exchange, interdealer quotation system, or
over-the-counter market. Paycheck Protection Program Loan On April 23, 2020, Oncocyte obtained
a PPP loan from the Bank in the principal amount of $1,140,930. The PPP loan bears interest at a rate of 1% per annum and matures on April
23, 2022. Under the provisions of the PPP loan, the principal amount and accrued interest is subject to forgiveness by the Bank through
the SBA. Oncocyte’s loan forgiveness application with the SBA is pending as of the date of this Report. Although Oncocyte was obligated
to make monthly payments of principal and interest commencing on November 23, 2020, each in such equal amount required to fully amortize
the principal amount outstanding on the PPP loan by the maturity date, Oncocyte has not been billed or charged for any repayment amounts
on the PPP loan because of its loan forgiveness application pending status. Oncocyte continues to accrue interest on the PPP loan and
there can be no assurance that any part of the PPP loan will be forgiven. The PPP loan promissory note contains
customary borrower default provisions and lender remedies, including the right of the Bank to require immediate repayment in full the
outstanding principal balance of the PPP loan with accrued interest.

Shareholders' Equity

Shareholders' Equity3 Months Ended
Mar. 31, 2021
Equity [Abstract]
Shareholders' Equity10. Shareholders’ Equity Preferred Stock Oncocyte is authorized to issue
5,000,000 shares of no par value preferred stock. As of March 31, 2021, no preferred shares were issued or outstanding. Common Stock Oncocyte has 150,000,000 shares
of common stock, no par value, authorized. As of March 31, 2021 and December 31, 2020, respectively, Oncocyte had 88,914,128 and 69,116,802
shares of common stock issued and outstanding. Common Stock Purchase Warrants As of March 31, 2021, Oncocyte
had an aggregate of 3,135,662 common stock purchase warrants issued and outstanding with exercise prices ranging from $1.69 to $5.50 per
warrant. The warrants will expire on various dates through October 17, 2029. Certain warrants have “cashless exercise” provisions
meaning that the value of a portion of warrant shares may be used to pay the exercise price rather than payment in cash, which may be
exercised under any circumstances in the case of the 2017 Bank Warrants and 2019 Bank Warrants or, in the case of certain other warrants,
only if a registration statement for the warrants and underlying shares of common stock is not effective under the Securities Act or a
prospectus in the registration statement is not available for the issuance of shares upon the exercise of the warrants. Oncocyte has considered the guidance
in ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock,
Reconciliation of Changes in Shareholders’
Equity The following tables show changes
in components of shareholders’ equity for the three months ended March 31, 2021 (unaudited and in thousands).
Common Stock
Accumulated Other Comprehensive Accumulated
Total Shareholders’
Shares Amount Loss Deficit Equity
BALANCE AT JANUARY 1, 2021 69,117 $ 157,160 $ - $ (123,677) $ 33,483
Net loss - - - (3,919) (3,919)
Stock-based compensation - 1,290 - - 1,290
Sale of common shares, including at-the-market transactions 18,427 71,746 - - 71,746
Financing costs paid to issue common shares, including at-the-market transactions - (2,878) - - (2,878)
Exercise of stock options 140 348 - - 348
Exercise of warrants 248 802 - - 802
Issuance of common stock to Razor Genomics 982 5,756 - - 5,756
BALANCE AT MARCH 31, 2021 88,914 $ 234,224 $ - $ (127,596) $ 106,628 The following table shows changes
in components of shareholders’ equity for the three months ended March 31, 2020 (unaudited and in thousands).
Common Stock Accumulated Other Comprehensive Accumulated
Total Shareholders’
Shares Amount Loss Deficit Equity
BALANCE AT JANUARY 1, 2020 57,032 $ 124,583 $ - $ (93,745) $ 30,838
Net loss - - - (7,732) (7,732)
Stock-based compensation - 937 - - 937
Sale of common shares 3,523 7,597 - - 7,597
Financing costs paid to issue common shares - (1) - - (1)
Shares issued upon vesting of RSU, net of shares retired to pay employees’ taxes 13 (14) - - (14)
Issuance of common stock for Insight Genetics acquisition 1,916 5,000 - - 5,000
BALANCE AT MARCH 31, 2020 62,484 $ 138,102 $ - $ (101,477) $ 36,625

Stock-Based Compensation

Stock-Based Compensation3 Months Ended
Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Stock-Based Compensation11. Stock-Based Compensation Oncocyte had a 2010 Stock Option
Plan (the “2010 Plan”) under which 5,200,000 shares of common stock were authorized for the grant of stock options or the
sale of restricted stock. On August 27, 2018, Oncocyte shareholders approved a new Equity Incentive Plan (the “2018 Incentive Plan”)
to replace the 2010 Plan. In adopting the 2018 Incentive Plan, Oncocyte terminated the 2010 Plan and will not grant any additional stock
options or sell any stock under restricted stock purchase agreements under the 2010 Plan; however, stock options issued under the 2010
Plan will continue in effect in accordance with their terms and the terms of the 2010 Plan until the exercise or expiration of the individual
options. In 2018, under the 2010 Plan,
Oncocyte granted certain stock options with exercise prices ranging from $2.30 per share to $3.15 per share, that will vest in increments
upon the attainment of specified performance conditions related to the development of DetermaDx™ and obtaining Medicare reimbursement
coverage for that test (“Performance-Based Options”). The Medicare reimbursement conditions will not be met as Oncocyte has
determined not to pursue commercialization of DetermaDx™. Approximately 125,000 stock options granted in May 2018 contain a hybrid
vesting condition which vest on the earlier to occur of three years of service from the grant date or achieving a defined Performance-Based
Option milestone with respect to DetermaDx™ local decision coverage. These stock options are considered to be service-based awards
for financial accounting purposes with the fair value of the options being recognized in stock-based compensation expense over an effective
three-year service period. During the three months ended
March 31, 2021, no stock-based compensation expense was recorded with regard to the Performance-Based Options due to the discontinuation
of development of DetermaDx™. During the three months ended March 31, 2020, certain performance conditions required for vesting
were met, and, accordingly, 50,000 shares vested and $106,000 of stock-based compensation expense was recorded with regard to the Performance-Based
Options. As of March 31, 2021, there were no Performance-Based Options outstanding. A summary of Oncocyte’s
2010 Plan activity and related information follows (in thousands except weighted average exercise price):
Options
Shares Available for Grant
Number of Options Outstanding
Weighted Average Exercise Price
Balance at December 31, 2020 - 1,218 $ 3.55
Options exercised - (90) $ 2.09
Options forfeited, canceled and expired - - $ -
Balance at March 31, 2021 - 1,128 $ 3.65
Exercisable at March 31, 2021 1,081 $ 3.76 As of March 31, 2021, 11,000,000
shares of common stock were reserved under the 2018 Incentive Plan for the grant of stock options or the sale of restricted stock or for
the settlement of hypothetical units issued with reference to common stock (“RSUs”). Oncocyte may also grant stock appreciation
rights under the 2018 Incentive Plan. A summary of Oncocyte’s
2018 Incentive Plan activity and related information follows (in thousands except weighted average exercise price):
Shares Available for Grant
Number of Options Outstanding
Number of RSUs Outstanding
Weighted Average Exercise Price
Balance at December 31, 2020 3,346 7,212 201 $ 2.60
RSUs vested - - - $ -
RSUs granted - - - $ -
Options granted (2,966) 2,966 - $ 5.12
Options exercised - (195) - $
Options forfeited/cancelled 76 (76) - $ 2.69
Balance at March 31, 2021 456 9,907 201 $ 3.35
Options exercisable at March 31, 2021 2,849 $ 2.67 Oncocyte recorded stock-based
compensation expense in the following categories on the accompanying condensed consolidated statements of operations for the three months
ended March 31, 2021 and 2020 (unaudited and in thousands):
Three Months Ended March 31,
2021 2020
Cost of revenues $ 22 $ 5
Research and development 257 194
General and administrative 778 634
Sales and marketing 233 104
Total stock-based compensation expense $ 1,290 $ 937 The assumptions that were used
to calculate the grant date fair value of Oncocyte’s employee and non-employee stock option grants for the three months ended March
31, 2021 and 2020 were as follows (unaudited):
Three Months Ended March 31,
2021 2020
Expected life (in years) 6.0 6.0
Risk-free interest rates 1.02% 1.34%
Volatility 102.62% 105.09%
Dividend yield -% -% The determination of stock-based
compensation is inherently uncertain and subjective and involves the application of valuation models and assumptions requiring the use
of judgment. If Oncocyte had made different assumptions, its stock-based compensation expense and net loss for the three months ended
March 31, 2021 and 2020 may have been significantly different. Oncocyte does not recognize deferred
income taxes for incentive stock option compensation expense and records a tax deduction only when a disqualified disposition has occurred.

Income Taxes

Income Taxes3 Months Ended
Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes12. Income Taxes The provision for income taxes
for interim periods is determined using an estimated annual effective tax rate in accordance with ASC 740-270, Income Taxes, Interim
Reporting In connection with the Razor acquisition
discussed in Note 6, a change in the acquirer’s valuation allowance that stems from the purchase of assets should be recognized
as an element of the acquirer’s income tax benefit in the period of the acquisition. Accordingly, for the three months ended March
31, 2021, Oncocyte recorded a $7.6 million partial release of its valuation allowance and a corresponding income tax benefit stemming
from the DTLs generated by the Razor intangible asset acquired. In connection with the Merger
discussed in Note 5 and in accordance with ASC 805, a change in the acquirer’s valuation allowance that stems from a business combination
should be recognized as an element of the acquirer’s income tax expense or benefit in the period of the acquisition. Accordingly,
for the three months ended March 31, 2020, Oncocyte recorded a $1.1 million partial release of its valuation allowance and a corresponding
income tax benefit stemming from the DTLs generated by the IPR&D and customer relationships intangible assets acquired in the Merger. A valuation allowance is provided when it is more likely than not that
some portion of the deferred tax assets will not be realized. Other than the partial releases discussed above, Oncocyte established a
full valuation allowance for all periods presented due to the uncertainty of realizing future tax benefits from its net operating loss
carryforwards and other deferred tax assets.

Disaggregation of Revenues and

Disaggregation of Revenues and Concentration Risk3 Months Ended
Mar. 31, 2021
Risks and Uncertainties [Abstract]
Disaggregation of Revenues and Concentration Risk13. Disaggregation of Revenues and Concentration
Risk The following table presents the
percentage of consolidated revenues generated by unaffiliated customers that individually represent greater than ten percent of consolidated
revenues:
Three Months Ended March 31,
2021 2020
Medicare for DetermaRx™ 27% -%
Medicare Advantage for DetermaRx™ 27% -
Pharma Services Company A 20% *
Pharma Services Company B 15% *
* Less than 10% The following table presents the
percentage of consolidated revenues attributable to products or services classes that represent greater than ten percent of consolidated
revenues:
Three Months Ended March 31,
2021 2020
DetermaRx™ 54% 10%
Pharma Services 46% 90%
Total 100% 100% The following table presents the percentage of consolidated
revenues attributable to geographical locations:
Three Months Ended March 31,
2021 2020
United States 57% 95%
Outside of the United States – Pharma Services 43% 5%
Total 100% 100% The following table presents accounts
receivable, as a percentage of total consolidated accounts receivables, from third-party payers and other customers that provided in excess
of 10% of Oncocyte’s total accounts receivable.
March 31, 2021 December 31, 2020
Pharma Services Company A 24% 35%
Medicare for DetermaRx™ 16% 45%
Pharma Services Company B 18% -
Medicare Advantage for DetermaRx™ 38% -

Commitments and Contingencies

Commitments and Contingencies3 Months Ended
Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies14. Commitments and Contingencies Oncocyte has certain commitments
other than discussed in Notes 5 and 6. Office Lease Agreement On December 23, 2019, Oncocyte
entered into an Office Lease Agreement (the “Irvine Lease”) of a building containing approximately 26,800 square feet of rentable
space located at 15 Cushing in Irvine, California (the “Premises”) that will serve as Oncocyte’s new principal executive
and administrative offices and laboratory facility. Oncocyte completed the relocation of its offices to the Premises in January 2020.
Oncocyte is constructing a laboratory at the Irvine facility to perform cancer diagnostic tests. The laboratory construction is expected
to be completed during 2021. The Irvine Lease has an initial
term of 89 calendar months (the “Term”), which commenced on June 1, 2020 (the “Commencement Date”). Oncocyte has
an option to extend the Term for a period of five years (the “Extended Term”). Oncocyte will pay base monthly
rent in the amount of $61,640 during the first 12 months of the Term. Base monthly rent will increase annually, over the base monthly
rent then in effect, by 3.5%. Oncocyte will be entitled to an abatement of 50% of the base monthly rent during the first ten calendar
months of the Term. If the Lease is terminated based on the occurrence of an “event of default,” Oncocyte will be obligated
to pay the abated rent to the lessor. If Oncocyte exercises its option
to extend the Term, the initial base monthly rent during the Extended Term will be the greater of the base monthly rent in effect during
the last year of the Term or the prevailing market rate. The prevailing market rate will be determined based on annual rental rates per
square foot for comparable space in the area where the Premises are located. If Oncocyte does not agree with the prevailing market rate
proposed by the lessor, the rate may be determined through an appraisal process. The base monthly rent during the Extended Term shall
be subject to the same annual rent adjustment as applicable for base monthly rent during the Term. In addition to base monthly rent,
Oncocyte will pay in monthly installments (a) all costs and expenses, other than certain excluded expenses, incurred by the lessor in
each calendar year in connection with operating, maintaining, repairing (including replacements if repairs are not feasible or would not
be effective) and managing the Premises and the building in which the Premises are located (“Expenses”), and (b) all real
estate taxes and assessments on the Premises and the building in which the Premises are located, all personal property taxes for property
that is owned by Landlord and used in connection with the operation, maintenance and repair of the Premises, and costs and fees incurred
in connection with seeking reductions in such tax liabilities (“Taxes”). Subject to certain exceptions, Expenses shall not
be increased by more than 4% annually on a cumulative, compounded basis. Oncocyte was entitled to an abatement
of its obligations to pay Expenses and Taxes while constructing improvements to the Premises constituting “Tenant’s Work”
under the Lease prior to the Commencement Date, except that Oncocyte was obligated to pay 43.7% of Expenses and Taxes during the period
prior to the Commencement Date for its use of the second floor of the Premises, which was already built out as office space. The lessor has agreed to provide
Oncocyte with a “Tenant Improvement Allowance” in the amount of $1,340,000 to pay for the plan, design, permitting, and construction
of the improvements constituting Tenant’s Work. The lessor shall be entitled to retain 1.5% of the Tenant Improvement Allowance
as an administrative fee. As of March 31, 2021, the lessor had provided $1.1 million of the total Tenant Improvement Allowance. Oncocyte has provided the lessor
with a security deposit in the amount of $150,000 and a letter of credit in the amount of $1,700,000. The lessor may apply the security
deposit, in whole or in part, for the payment of rent and any other amount that Oncocyte is or becomes obligated to pay under the Irvine
Lease but fails to pay when due and beyond any cure period. The lessor may draw on the letter of credit from time to time to pay any amount
that is unpaid and due, or if the original issuing bank notifies the lessor that the letter of credit will not be renewed or extended
for the period required under the Irvine Lease and Oncocyte fails to timely provide a replacement letter of credit, or an event of default
under the Irvine Lease occurs and continues beyond the applicable cure period, or if certain insolvency or bankruptcy or insolvency with
respect to Oncocyte occur. Oncocyte is required to restore any portion of the security deposit that is applied by the lessor to payments
due under the Lease, and Oncocyte is required to restore the amount available under the letter of credit to the required amount if any
portion of the letter of credit is drawn by the lessor. Commencing on the 34th month of the Term, (a) the amount of the letter of credit
that Oncocyte is required to maintain shall be reduced on a monthly basis, in equal installments, to amortize the required amount to zero
at the end of the Term, and (b) Oncocyte will have the right to cancel the letter of credit at any time if it meets certain market capitalization
and balance sheet thresholds; provided, in each case, that Oncocyte is not in then default under the Lease beyond any applicable notice
and cure period and the lessor has not determined that an event exists that would lead to an event of default. To obtain the letter of credit,
Oncocyte has provided the issuing bank with a restricted cash deposit that the bank will hold to cover its obligation to pay any draws
on the letter of credit by the lessor. The restricted cash may not be used for any other purpose (see Note 3). Application of leasing standard, ASC 842 The Irvine Lease is an operating
lease under ASC 842 included in the tables below. The tables below provide the amounts recorded in connection with the application of
ASC 842 as of, and during, the three months ended March 31, 2021, for Oncocyte’s operating and financing leases (see Note 2). Under the Laboratory Agreement
discussed in Note 6, Oncocyte assumed all of Razor’s Laboratory Agreement payment obligations amounting to $450,000 per year. Although
Oncocyte is not a party to any lease agreement with Razor or Encore, under the terms of the Laboratory Agreement, Oncocyte received the
landlord’s consent for the use of the laboratory at Razor’s Brisbane, California location (the “Brisbane Facility”)
under the terms of a sublease to which Encore is the sublessee. The sublease expires on March 31, 2023 (the “Brisbane Lease”).
The laboratory fee payments to Encore include both laboratory services and the use of the Brisbane Facility. Under the provisions of the
Laboratory Agreement, if Oncocyte terminates the Laboratory Agreement prior to the expiration of the Brisbane Lease, Oncocyte shall assume
the costs related to the subletting or early termination of the Brisbane Lease. If the Laboratory Agreement were to be terminated on March
31, 2021, the aggregate payments due to the landlord for early cancellation of the Brisbane Lease would be approximately $297,000 (aggregate
payments from March 31, 2021 through March 31, 2023). Oncocyte determined that the Laboratory Agreement contains an embedded operating
lease for the Brisbane Facility and Oncocyte allocated the aggregate payments to this lease component for purposes of calculating the
net present value of the right-of-use asset and liability as of the inception of the Laboratory Agreement in accordance with ASC 842,
as shown in the table below. Financing lease As of March 31, 2021, Oncocyte
has one financing lease remaining through December 2023 for certain laboratory equipment with aggregate remaining payments of $382,000
shown in the table below. Operating and Financing leases The following table presents supplemental
cash flow information related to operating and financing leases for the three months ended March 31, 2021 and 2020 (in thousands):
Three Months Ended March 31,
2021 2020
Cash paid for amounts included in the measurement of financing lease liabilities:
Operating cash flows from operating leases $ 220 $ 78
Operating cash flows from financing leases 10 3
Financing cash flows from financing leases 41 17
Right-of-use assets obtained in exchange for lease obligation:
Operating lease, including lease acquired in Insight Genetics business combination - 536 The following table presents supplemental
balance sheet information related to operating and financing leases as of March 31, 2021 (in thousands, except lease term and discount
rate):
March 31, 2021
Operating leases
Right-of-use assets, net $ 2,801
Right-of-use lease liabilities, current $ 606
Right-of-use lease liabilities, noncurrent 3,664
Total operating lease liabilities $ 4,270
Financing leases
Machinery and equipment $ 537
Accumulated depreciation (226)
Machinery and equipment, net $ 311
Current liabilities $ 135
Noncurrent liabilities 196
Total financing lease liabilities $ 331
Weighted average remaining lease term
Operating leases 6 years
Financing leases 2.5 years
Weighted average discount rate
Operating leases 11.16%
Financing leases 11.34% Future minimum lease commitments
are as follows (in thousands):
Operating Leases
Financing Leases
Year Ending December 31,
2021 $ 811 $ 134
2022 1,096 124
2023 1,000 124
2024 889 -
2025 869 -
Thereafter 1,594 -
Total minimum lease payments $ 6,259 $ 382
Less amounts representing interest (1,760) (51)
Less: Tenant Improvement Allowance, net of administrative fee (1) (229) -
Present value of net minimum lease payments $ 4,270 $ 331
(1) In accordance with ASC 842, a tenant allowance should be included in the measurement of the consideration in the lease agreement at inception and reflected as a reduction to the right-of-use asset and a corresponding reduction to the right-use-liability if the lessee both controls the construction of the tenant improvements and the expects to fully earn all of the tenant allowance. Oncocyte has met both conditions at the inception of the Irvine Lease and has recorded the Tenant Improvement Allowance accordingly. As the cash for the Tenant Improvement Allowance is received from the lessor under the terms of the Irvine Lease, the corresponding right-of-use liability will increase and will be amortized as part of the right-of use asset and liability amortization over the term of the Irvine Lease in accordance with ASC 842. As of March 31, 2021, the lessor had provided $1.1 million of the total $1.3 million Tenant Improvement Allowance, leaving a balance of $0.2 million. Litigation – General Oncocyte will be subject to various
claims and contingencies in the ordinary course of its business, including those related to litigation, business transactions, employee-related
matters, and other matters. When Oncocyte is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure.
If it is probable that a loss will result and the amount of the loss can be reasonably estimated, Oncocyte will record a liability for
the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, Oncocyte discloses the claim if the likelihood
of a potential loss is reasonably possible and the amount involved could be material. Tax Filings Oncocyte tax filings are subject
to audit by taxing authorities in jurisdictions where it conducts business. These audits may result in assessments of additional taxes
that are subsequently resolved with the authorities or potentially through the courts. Management believes Oncocyte has adequately provided
for any ultimate amounts that are likely to result from these audits; however, final assessments, if any, could be significantly different
than the amounts recorded in the condensed consolidated interim financial statements. Employment Contracts Oncocyte has entered into employment
and severance benefit contracts with certain executive officers. Under the provisions of the contracts, Oncocyte may be required to incur
severance obligations for matters relating to changes in control, as defined, and certain terminations of executives. As of March 31,
2021, Oncocyte accrued approximately $0.9 million in remaining severance obligations for certain executive officers, in accordance with
the severance benefit provisions of their respective employment and severance benefit agreements, related to Oncocyte’s partial
reduction in force plan and salary reduction agreements instituted in September 2020. Indemnification In the normal course of business,
Oncocyte may provide indemnification of varying scope under Oncocyte’s agreements with other companies or consultants, typically
Oncocyte’s clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant to these agreements, Oncocyte
will generally agree to indemnify, hold harmless, and reimburse the indemnified parties for losses and expenses suffered or incurred by
the indemnified parties arising from claims of third parties in connection with the use or testing of Oncocyte’s diagnostic tests.
Indemnification provisions could also cover third party infringement claims with respect to patent rights, copyrights, or other intellectual
property pertaining to Oncocyte’s diagnostic tests. Oncocyte’s office and laboratory facility leases also will generally contain
indemnification obligations, including obligations for indemnification of the lessor for environmental law matters and injuries to persons
or property of others, arising from Oncocyte’s use or occupancy of the leased property. The term of these indemnification agreements
will generally continue in effect after the termination or expiration of the particular research, development, services, lease, or license
agreement to which they relate. The Purchase Agreement also contains provisions under which Oncocyte has agreed to indemnify Razor and
Encore from losses and expenses resulting from breaches or inaccuracy of Oncocyte’s representations and warranties and breaches
or nonfulfillment of Oncocyte’s covenants, agreements, and obligations under the Purchase Agreement. Oncocyte periodically enters
into underwriting and securities sales agreements with broker-dealers in connection with the offer and sale of Oncocyte securities. The
terms of those underwriting and securities sales agreements include indemnification provisions pursuant to which Oncocyte agrees to indemnify
the broker-dealers from certain liabilities, including liabilities arising under the Securities Act, in connection with the offer and
sale of Oncocyte securities. The potential future payments Oncocyte could be required to make under these indemnification agreements will
generally not be subject to any specified maximum amounts. Historically, Oncocyte has not been subject to any claims or demands for indemnification.
Oncocyte also maintains various liability insurance policies that limit Oncocyte’s financial exposure. As a result, Oncocyte management
believes that the fair value of these indemnification agreements is minimal. Accordingly, Oncocyte has not recorded any liabilities for
these agreements as of March 31, 2021 and December 31, 2020.

Subsequent Events

Subsequent Events3 Months Ended
Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events15. Subsequent Events Merger Agreement with Chronix Biomedical, Inc. On April 15, 2021 (the “Closing
Date”), OncoCyte completed its acquisition of Chronix pursuant to an Agreement and Plan of Merger dated February 2, 2021, amended
February 23, 2021, and amended and restated as of April 15, 2021 (as amended and restated, the “Chronix Merger Agreement”),
by and among OncoCyte, CNI Monitor Sub, Inc., a Delaware corporation and wholly-owned subsidiary of OncoCyte (“Merger Sub”),
Chronix, the stockholders party to the Chronix Merger Agreement (the “Stockholders”) and a party named as equityholder representative.
Pursuant to the Chronix Merger Agreement, Merger Sub merged with and into Chronix, with Chronix surviving as a wholly-owned subsidiary
of OncoCyte (the “Chronix Merger”). Prior to the Chronix Merger, Chronix was a privately-held molecular diagnostics company,
developing blood tests for use in cancer treatment and organ transplantation. Merger Consideration Pursuant to the Chronix Merger
Agreement, OncoCyte agreed to deliver closing consideration consisting of approximately (i) 591,000 shares of OncoCyte common stock (the
“Closing Shares”), which represents approximately $1.13 million of Closing Shares issued to Chronix stockholders and approximately
$1.87 million of Closing Shares issued to payoff assumed liabilities, based on the $5.09 closing price per share of OncoCyte common stock
on the NYSE American on February 1, 2021; (ii) $4.25 million in cash; and (iii) $2.5 million of assumed liabilities of Chronix payable
in installments through July 2022. The closing consideration, milestones, and earnout consideration include amounts payable to certain
directors, officers and employees of Chronix, including officers and employees who are expected to continue to provide services to Chronix
following the Chronix Merger. Milestones & Earnout Consideration As consideration for holders of
certain classes and series of Chronix capital stock, the Chronix Merger Agreement provides for OncoCyte to pay (i) up to $14 million in
any combination of cash or OncoCyte common stock if certain milestones are achieved, (ii) earnout consideration during the five to ten-year
earnout periods of up to 15% of net collections for sales of specified tests and products, and (iii) up to 75% of net collections from
the sale or license to a third party of Chronix’s patents for use in transplantation medicine during a seven-year earnout period. Liabilities Pursuant to the Chronix Merger
Agreement, to the extent that OncoCyte or any of its subsidiaries, including Chronix, pays, performs or discharges an amount of liabilities
of Chronix in excess of $8.25 million (the “Excess Liabilities”), OncoCyte may set off the Excess Liabilities against any
additional payments that subsequently become due and payable pursuant to the Chronix Merger Agreement. Chronix had Excess Liabilities
approximating $4.6 million as of the Closing Date. Prior to Chronix equity holders receiving any additional payments, all or a partial
amount of any such additional payments may be used to pay Excess Liabilities.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Basis of PresentationBasis of presentation The unaudited condensed consolidated
interim financial statements presented herein, and discussed below, have been prepared in accordance with U.S. generally accepted accounting
principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.
In accordance with those rules and regulations certain information and footnote disclosures normally included in comprehensive consolidated
financial statements have been condensed or omitted. The condensed balance sheet as of December 31, 2020 was derived from the audited
consolidated financial statements at that date but does not include all the information and footnotes required by GAAP. These condensed
consolidated interim financial statements should be read in conjunction with the audited financial statements and notes thereto included
in Oncocyte’s Annual Report on Form 10-K for the year ended December 31, 2020.
Principles of ConsolidationPrinciples of consolidation On January 31, 2020, with the
consummation of the Merger, Insight became a wholly owned subsidiary of Oncocyte, and on that date Oncocyte began consolidating Insight’s
operations and results with Oncocyte’s operations and results (see Note 5). On February 24, 2021, with the acquisition of the remaining
equity interests in Razor, Razor became a wholly owned subsidiary of Oncocyte, and on that date Oncocyte began consolidating Razor’s
results with Oncocyte’s operations and results (see Note 6). The accompanying condensed consolidated
interim financial statements, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments,
necessary for a fair presentation of Oncocyte’s financial condition and results of operations. The condensed consolidated results
of operations are not necessarily indicative of the results to be expected for any other interim period or for the entire year. All material
intercompany accounts and transactions have been eliminated in consolidation.
Covid-19 Impact and Related RisksCOVID-19 impact and related risks The ongoing global outbreak of
COVID-19, and the various attempts throughout the world to contain it, have created significant volatility, uncertainty and disruption.
In response to government directives and guidelines, health care advisories and employee and other concerns, Oncocyte has altered certain
aspects of its operations. A number of Oncocyte’s employees have had to work remotely from home and those on site have had to follow
Oncocyte’s social distance guidelines, which could impact their productivity. COVID-19 could also disrupt Oncocyte’s operations
due to absenteeism by infected or ill members of management or other employees, or absenteeism by members of management and other employees
who cannot effectively work remotely but who elect not to come to work due to the illness affecting others in Oncocyte’s office
or laboratory facilities, or due to quarantines. During the COVID-19 pandemic,
Oncocyte has not been able, and may continue to not be able, to maintain its preferred level of physician or customer outreach and marketing
of its diagnostic testing and Pharma Services, which may have negatively impacted and may continue to negatively impact potential new
customers’ interest in those tests and services. Because of COVID-19, travel, visits, and in-person meetings related to Oncocyte’s
business have been severely curtailed or canceled and Oncocyte has instead used on-line or virtual meetings to meet with potential customers
and others. In addition to operational adjustments,
the consequences of the COVID-19 pandemic have led to uncertainties related to Oncocyte’s business growth and ability to forecast
the demand for its diagnostic testing and Pharma Services and resulting revenues. Concerns over available hospital, staffing, equipment,
and other resources, and the risk of exposure to the virus, has led to delays in early stage lung cancer surgeries and clinical trials
of drugs under development by pharma companies, and the continued deferral of lung cancer surgeries and drug development clinical trials
due to resurgence in COVID-19 cases could result in delayed or reduced use of DetermaRx™ and Oncocyte’s Pharma Services. It is possible that impacts of
COVID-19 on Oncocyte’s operations or revenues or its access to capital could prevent Oncocyte from complying, or could result in
a material noncompliance, with one or more obligations or covenants under material agreements to which Oncocyte is a party, with the result
that Oncocyte would be in material breach of the applicable obligation, covenant, or agreement. Any such material breach could cause Oncocyte
to incur material financial liabilities or an acceleration of the date for paying a financial obligation to the other party to the applicable
agreement, or could cause Oncocyte to lose material contractual rights, such as rights to use leased equipment or laboratory or office
space, or rights to use licensed patents or other intellectual property, the use of which is material to Oncocyte’s business. Similarly,
it is possible that impacts of COVID-19 on the business, operations, or financial condition of any third party with whom Oncocyte has
a contractual relationship could cause the third party to be unable to perform its contractual obligations to Oncocyte, resulting in Oncocyte’s
loss of the benefits of a contract that could be material to Oncocyte’s business. The full extent to which the COVID-19
pandemic and the various responses to it might impact Oncocytes’ business, operations and financial results will depend on numerous
evolving factors that are not subject to accurate prediction and that are beyond Oncocyte’s control.
Use of EstimatesUse of estimates The preparation of financial statements
in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
and contingent assets and liabilities, at the date of the consolidated financial statements, and the reported amounts of revenues and
expenses during the reporting period. On an ongoing basis, management evaluates estimates which are subject to significant judgment, including,
but not limited to, valuation methods used, assumptions requiring the use of judgment to prepare financial projections, timing of potential
commercialization of acquired in-process intangible assets, applicable discount rates, probabilities of the likelihood of multiple outcomes
of certain events related to contingent consideration, comparable companies or transactions, determination of fair value of the assets
acquired and liabilities assumed including those relating to contingent consideration, revenue recognition, assumptions related to going
concern assessments, allocation of direct and indirect expenses, useful lives associated with long-lived intangible assets, key assumptions
in operating and financing leases including incremental borrowing rates, loss contingencies, valuation allowances related to deferred
income taxes, and assumptions used to value debt and stock-based awards and other equity instruments. Actual results may differ materially
from those estimates. Similarly, Oncocyte assessed certain
accounting matters that generally require consideration of forecasted financial information. The accounting matters assessed included,
but were not limited to, Oncocyte’s equity investments, the carrying value of goodwill, acquired in-process intangible assets and
other long-lived assets. Those assessments as well as other estimates referenced above were made in the context of information reasonably
available to Oncocyte. While Oncocyte considered known or expected impacts of COVID-19 in making its assessments and estimates, the future
impacts of COVID-19 are not presently determinable and could cause actual results to differ materially from Oncocyte’s estimates
and assessments. Oncocyte’s future analysis or forecast of COVID-19 impacts could lead to changes in Oncocyte’s future estimates
and assessments which could result in material impacts to Oncocyte’s consolidated financial statements in future reporting periods.
Goodwill and Intangible AssetsGoodwill and intangible assets In accordance with ASC 350, Intangibles
– Goodwill and Other Goodwill represents the excess
of the purchase price over the fair value of net identifiable assets and liabilities. Goodwill, similar to IPR&D, is not amortized
but is tested for impairment at least annually, or if circumstances indicate its value may no longer be recoverable. Qualitative factors
considered in this assessment include industry and market conditions, overall financial performance, and other relevant events and factors
affecting Oncocyte’s business. Based on the qualitative assessment, if it is determined that the fair value of goodwill is more
likely than not to be less than its carrying amount, the fair value of a reporting unit will be calculated and compared with its carrying
amount and an impairment charge will be recognized for the amount that the carrying value exceeds the fair value. Oncocyte continues to
operate in one segment and considered to be the sole reporting unit and, therefore, goodwill is tested for impairment at the enterprise
level. Oncocyte does not have intangible
assets with indefinite useful lives other than goodwill and the acquired IPR&D discussed in Notes 5 and 7. As of March 31, 2021, there
has been no impairment of goodwill and intangible assets.
Contingent Consideration LiabilitiesContingent consideration liabilities Certain of Oncocyte’s asset
and business acquisitions involve the potential for future payment of consideration to third-parties and former selling shareholders in
amounts determined as a percentage of future net revenues generated, or upon attainment of revenue milestones, from Pharma Services or
LDTs, as applicable, or annual minimum royalties to certain licensors, as provided in the applicable agreements. The fair value of such
liabilities is determined using unobservable inputs. These inputs include the estimated amount and timing of projected cash flows and
the risk-adjusted discount rate used to present value the cash flows (see Notes 5 and 7). These obligations are referred to as contingent
consideration. ASC 805 requires that contingent
consideration be estimated and recorded at fair value as of the acquisition date as part of the total consideration transferred. Contingent
consideration is an obligation of the acquirer to transfer additional assets or equity interests to the selling shareholders in the future
if certain future events occur or conditions are met, such as the attainment of product development milestones. Contingent consideration
also includes additional future payments to selling shareholders based on achievement of components of earnings, such as “earn-out”
provisions or percentage of future revenues, including royalties paid to the selling shareholders based on a percentage of revenues generated
from DetermaIO™ and Insight Pharma Services over their respective useful life. The fair value of contingent consideration after the acquisition date is
reassessed by Oncocyte as changes in circumstances and conditions occur, with the subsequent change in fair value recorded in the consolidated
statements of operations. Changes in key assumptions can materially affect the estimated fair value of contingent consideration liabilities
and, accordingly, the resulting gain or loss that Oncocyte records in its condensed consolidated interim financial statements. See Notes
5 and 7 for a full discussion of these liabilities.
Investments in Capital Stock of Privately Held CompaniesInvestments in capital stock of privately held
companies Oncocyte evaluates whether investments
held in common stock of other companies require consolidation of the company under, first, the variable interest entity (“VIE”)
model, and then under the voting interest model in accordance with accounting guidance for consolidations under Accounting Standards Codification
(“ASC”) 810-10. If consolidation of the entity is not required under either the VIE model or the voting interest model, Oncocyte
determines whether the equity method of accounting should be applied in accordance with ASC 323, Investments – Equity Method
and Joint Ventures Oncocyte initially records equity
method investments at fair value on the date of the acquisition with subsequent adjustments to the investment balance based on Oncocyte’s
pro rata share of earnings or losses from the investment. As of December 31, 2020, the equity
method investment balance of Razor is shown in noncurrent assets on the condensed consolidated balance sheets. Since February 24, 2021,
the date of Oncocyte’s acquisition of the remaining interests in Razor, the Razor entity’s financial statements have been
consolidated with Oncocyte, and the aggregate carrying value of the preexisting ownership interest and the cost of the additional ownership
interest acquired is included in Intangible Assets, net, on the condensed consolidated balance sheet as of March 31, 2021 (see Notes 6
and 7).
Impairment of Long-Lived AssetsImpairment of long-lived assets Oncocyte assesses the impairment
of long-lived assets, which consist primarily of the Razor intangible asset, the right-of-use assets for operating leases, customer relationships,
and machinery and equipment whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value
may not be recoverable. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and
the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss
equal to the excess of the asset’s carrying value over its fair value is recorded. As of March 31, 2021, there has been no impairment of long-lived assets.
Revenue RecognitionRevenue recognition Prior to January 1, 2020, Oncocyte
generated no revenues. Effective on January 1, 2020, Oncocyte adopted the revenue recognition standard ASC Topic 606, Revenue from
Contracts with Customers DetermaRx™ testing revenue In the first quarter of 2020,
Oncocyte commercially launched DetermaRx™ and commenced performing tests on clinical samples through orders received from physicians,
hospitals and other healthcare providers. In determining whether all of the revenue recognition criteria (i) through (v) above are met
with respect to DetermaRx™ tests, each test result is considered a single performance obligation and is generally considered complete
when the test result is delivered or made available to the prescribing physician electronically and, as such, there are no shipping or
handling fees incurred by Oncocyte or billed to customers. Although Oncocyte bills a list price for all tests ordered and completed for
all payer types, Oncocyte recognizes realized revenue on a cash basis rather than accrual basis when it cannot conclude that all the revenue
recognition criteria have been met. Because DetermaRx™ is a novel test and there are no current reimbursement arrangements with
third-party payers other than Medicare, the transaction price represents variable consideration. Application of the constraint for variable
consideration is an area that requires significant judgment. For all payers other than Medicare, Oncocyte must take into account the novelty
of the test, the uncertainty of receiving payment, or being subject to claims for refund, from payers with whom it does not have a sufficient
payment collection history or contractual reimbursement agreements. Accordingly, for those payers, Oncocyte expects to continue to recognize
revenue on a cash basis until it has a sufficient history to reliably estimate payment patterns or has contractual reimbursement arrangements,
or both, in place. In September 2020, Oncocyte received a final pricing decision for DetermaRx™ from CMS, and with Medicare coverage
in effect, Oncocyte commenced recognizing revenue when DetermaRx™ tests are performed for Medicare patients, or when payment was
approved by Medicare in the case of certain tests performed prior to September 2020, rather than on a cash basis. During the three months ended
March 31, 2021, after accumulating additional history of cash receipts and other factors considered by management for Medicare Advantage
covered tests, including the recently published Medicare rate which management believes entitles Oncocyte to get reimbursed for Medicare
Advantage covered tests at the Medicare rate, Oncocyte commenced recognizing Medicare Advantage covered tests on an accrual basis, rather
than on a cash basis, at the Medicare rate. As of March 31, 2021, Oncocyte
had accounts receivable of $0.4 million primarily from Medicare and Medicare Advantage covered DetermaRx™ tests (see Note 13). Pharma services revenue Revenues recognized include Pharma
Services performed by Oncocyte’s Insight subsidiary for its pharmaceutical customers, including testing for biomarker discovery,
assay design and development, clinical trial support, and a broad spectrum of biomarker tests. These Pharma Services are generally performed
under individual scope of work (“SOW”) arrangements with specific deliverables defined by the customer. Pharma Services are
generally performed on a time and materials basis. Upon Insight’s completion of the service to the customer in accordance with the
SOW, Insight has the right to bill the customer for the agreed upon price (either on a per test or per deliverable basis) and recognizes
the pharma service revenue at that time. Insight identifies each sale of its pharma service offering as a single performance obligation. Completion of the service and
satisfaction of the performance obligation under a SOW is typically evidenced by access to the report or test made available to the customer
or any other form or applicable manner of delivery defined in the SOW. However, for certain SOWs under which work is performed pursuant
to the customer’s highly customized specifications, Insight has the enforceable right to bill the customer for work completed, rather
than upon completion of the SOW. For those SOWs, Insight recognizes revenue over a period of time during which the work is performed using
a formula that accounts for expended efforts, generally measured in labor hours, as a percentage of total estimated efforts for the completion
of the SOW. As Insight satisfies the performance obligation under the SOW, any amounts earned as revenue and billed to the customer are
included in accounts receivable. Any revenues earned but not yet billed to the customer as of the date of Oncocyte’s consolidated
financial statements are recorded as contract assets and are included in prepaids and other current assets as of the financial statement
date. Amounts recorded in contract assets are reclassified to accounts receivable in Oncocyte’s consolidated financial statements
when the customer is invoiced according to the billing schedule in the contract. Insight establishes an allowance
for doubtful accounts based on the evaluation of the collectability of its Pharma Services accounts receivables after considering a variety
of factors, including the length of time receivables are past due, significant events that may impair the customer’s ability to
pay, such as a bankruptcy filing or deterioration in the customer’s operating results or financial position, and historical experience.
If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted. Insight continuously
monitors collections and payments from customers and maintains a provision for estimated credit losses and uncollectible accounts, if
any, based upon its historical experience and any specific customer collection issues that have been identified. Amounts determined to
be uncollectible are written off against the allowance for doubtful accounts. As of March 31, 2021, Oncocyte has not recorded any losses
or allowance for doubtful accounts on its account receivables from Pharma Services. As of March 31, 2021, Oncocyte
had accounts receivable from Pharma Services customers of $0.3 million (see Note 13).
Cost of RevenuesCost of revenues Cost of revenues generally consists
of cost of materials, direct labor including benefits, bonus and stock-based compensation, equipment and infrastructure expenses, clinical
sample related costs associated with performing Pharma Services and DetermaRx™ tests, license fees due to third parties, and also
includes amortization of acquired intangible assets such as the Razor asset and customer relationship intangible assets. Infrastructure
expenses include depreciation of laboratory equipment, allocated rent costs, leasehold improvements and allocated information technology
costs for operations at Oncocyte’s CLIA laboratories in California and Tennessee. Costs associated with performing diagnostic tests
and Pharma Services are recorded as the tests or services are performed regardless of whether revenue was recognized with respect to that
test or pharma service. Royalties or revenue share payments for licensed technology calculated as a percentage of revenues generated using
the associated technology are recorded as expenses at the time the related revenues are recognized.
Research and Development ExpensesResearch and development expenses Research and development expenses are comprised of costs incurred to develop
technology, and include: salaries and benefits, including stock-based compensation; laboratory expenses, including reagents and supplies
used in research and development laboratory work; infrastructure expenses, including allocated facility occupancy costs; and contract
services and other outside costs. Indirect research and development expenses are allocated primarily based on headcount, as applicable,
and include rent and utilities, common area maintenance, telecommunications, property taxes, and insurance. Research and development costs
are expensed as incurred.
General and Administrative ExpensesGeneral and administrative expenses General and administrative expenses
consist primarily of compensation and related benefits, including stock-based compensation, for executive and corporate personnel; professional
and consulting fees; rent and utilities; common area maintenance; telecommunications; property taxes; and insurance.
Sales and Marketing ExpensesSales and marketing expenses Sales and marketing expenses consist
primarily of personnel costs and related benefits, including stock-based compensation, trade show expenses, branding and positioning expenses,
and consulting fees. Sales and marketing expenses also include indirect expenses for applicable overhead allocated based on headcount,
and include allocated costs for rent and utilities, common area maintenance, telecommunications, property taxes, and insurance.
Accounting for Lineage and Agex Shares of Common StockAccounting for Lineage and AgeX shares of common
stock Oncocyte accounts for the shares
of Lineage and AgeX common stock it holds as marketable equity securities in accordance with ASC 320-10-25, Investments – Debt
and Equity Securities Financial Instruments–Overall:
Recognition and Measurement of Financial Assets and Financial Liabilities As of March 31, 2021 and December
31, 2020, Oncocyte held 353,264 and 35,326 shares of common stock of Lineage and AgeX, respectively, as marketable equity securities with
a combined fair market value of $887,000 and $675,000, respectively.
Net Loss Per Common ShareNet loss per common share All potentially dilutive common
stock equivalents are antidilutive because Oncocyte reported a net loss for all periods presented. The following common stock equivalents
were excluded from the computation of diluted net loss per common share of common stock for the periods presented because including them
would have been antidilutive (in thousands):
Three Months Ended March 31, (Unaudited)
2021 2020
Stock options 2,156 6,350
Warrants 3,136 3,384
LeasesLeases Oncocyte accounts for leases in
accordance with ASC 842, Leases Based on the available practical
expedients under the standard, Oncocyte elected not to capitalize leases that have terms of twelve months or less. During 2020, Oncocyte entered
into various operating leases and an embedded operating lease in accordance with ASC 842 discussed in Note 14. Oncocyte’s accounting
for financing leases (previously referred to as “capital leases”) remained substantially unchanged.
Recently adopted accounting pronouncementsRecently adopted accounting pronouncements In December 2019, the FASB issued
ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.
Recently Issued Accounting Pronouncements Not Yet AdoptedRecently issued accounting pronouncements not yet
adopted The recently issued accounting
pronouncements applicable to Oncocyte that are not yet effective are disclosed in Oncocyte’s Annual Report on Form 10-K for the
year ended December 31, 2020.

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Tables)3 Months Ended
Mar. 31, 2021
Accounting Policies [Abstract]
Common Stock Equivalents Excluded from Computation of Diluted Net Loss Per Share of Common StockThe following common stock equivalents
were excluded from the computation of diluted net loss per common share of common stock for the periods presented because including them
would have been antidilutive (in thousands):
Three Months Ended March 31, (Unaudited)
2021 2020
Stock options 2,156 6,350
Warrants 3,136 3,384

Selected Balance Sheet Compon_2

Selected Balance Sheet Components (Tables)3 Months Ended
Mar. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted CashThe following table provides a
reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheet dates that comprise
the total of the same such amounts shown in the condensed consolidated statements of cash flows for all periods presented in accordance
with ASU 2016-18 (in thousands):
March 31, 2021 (unaudited) December 31, 2020
Cash and cash equivalents $ 58,907 $ 7,143
Restricted cash included in deposits and other noncurrent assets (see Note 14) 1,700 1,700
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 60,607 $ 8,843
Schedule of Prepaid Expenses and Other Current AssetsAs of March 31, 2021 and December
31, 2020, prepaid expenses and other current assets were comprised of the following (in thousands):
March 31, 2021 (unaudited) December 31, 2020
Prepaid insurance $ 1,342 $ 264
Prepaid vendors, deposits and service agreements 977 646
Other 8 295
Total prepaid expenses and other current assets $ 2,327 $ 1,205
Schedule of Deposits and Other Noncurrent AssetsAs of March 31, 2021 and December
31, 2020, deposits and other noncurrent assets were comprised of the following (in thousands):
March 31, 2021 (unaudited) December 31, 2020
Restricted cash and security deposit for the Irvine Lease (Note 14) $ 1,850 $ 1,850
Long-term prepaid maintenance contracts 97 118
Other 88 88
Total deposits and other noncurrent assets $ 2,035 $ 2,056
Schedule of Accrued Expenses and Other Current LiabilitiesAs of March 31, 2021 and December
31, 2020, accrued expenses and other current liabilities were comprised of the following (in thousands):
March 31, 2021 (unaudited) December 31, 2020
Accrued compensation (1) $ 2,452 $ 3,556
Cash holdback liability (see Note 5) - 600
Accrued vendor and other expenses 2,812 1,596
Total accrued expenses and other current liabilities $ 5,264 $ 5,752
(1) Includes approximately $0.9 million in severance accrual as of March 31, 2021, in accordance with the severance benefits provided under certain employment and severance benefit agreements, in connection with Oncocyte’s partial reduction in force plan and salary reduction agreements instituted in September 2020 (see Note 14).

Right-of-use Assets, Machiner_2

Right-of-use Assets, Machinery and Equipment, Net, and Construction In Progress (Tables)3 Months Ended
Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Schedule of Right-of-use Assets, Machinery and Equipment, Net, and Construction in ProgressAs of March 31, 2021 and December
31, 2020, rights-of-use assets, machinery and equipment, net, and construction in progress were as follows (in thousands):
March 31, 2021 (unaudited) December 31, 2020
Right-of-use assets (1) $ 3,397 $ 3,397
Machinery and equipment 2,597 2,480
Accumulated depreciation and amortization (1,679) (1,440)
Right-of-use assets, machinery and equipment, net 4,315 4,437
Construction in progress 2,951 2,087
Right-of-use assets, machinery and equipment, net, and construction in progress $ 7,266 $ 6,524
(1) Oncocyte recorded certain right-of-use assets and liabilities for operating leases in accordance with ASC 842 (see Notes 5 and 14).

Acquisition of Insight (Tables)

Acquisition of Insight (Tables)3 Months Ended
Mar. 31, 2021
Business Combinations [Abstract]
Schedule of Fair Value of Aggregate Merger ConsiderationThe Milestone Contingent Consideration
and the Royalty Contingent Consideration are collectively referred to as “Contingent Consideration”.
Cash consideration $ 7,000 (1)
Stock consideration
Shares of Oncocyte common stock issued on the Merger Date 1,915,692 (2)
Closing price per share of Oncocyte common stock on the Merger Date $ 2.61
Market value of Oncocyte common stock issued $ 5,000
Contingent Consideration $ 11,130 (3)
Total fair value of consideration transferred on the Merger Date $ 23,130
(1) The cash consideration paid on the Merger Date was $6.4 million, which was net of a $0.6 million cash holdback discussed above, recorded as a holdback liability since Oncocyte retained the cash. In accordance with ASC 805, amounts held back for general representations and warranties of the sellers are included as part of the total consideration transferred.
(2) The 229,885 Stock Holdback shares were placed in an escrow account and considered to be issued and outstanding Oncocyte common stock. In accordance with ASC 805, amounts held back for general representations and warranties of the sellers, including escrowed shares of common stock, are included as part of the total consideration transferred.
(3) In accordance with ASC 805, Contingent Consideration, at fair value, is part of the total considered transferred on the Merger Date, as further discussed below.
Schedule of Intangible Assets Acquired and Liabilities AssumedThe following table sets forth
the allocation of the Aggregate Merger Consideration transferred to Insight’s tangible and identifiable intangible assets acquired
and liabilities assumed on the Merger Date, with the excess recorded as goodwill (in thousands):
January 31, 2020
Assets acquired:
Cash and cash equivalents $ 36
Accounts receivable and other current assets 42
Right-of-use assets, machinery and equipment 585
Long-lived intangible assets – customer relationships 440
Acquired in-process research and development 14,650
Total identifiable assets acquired (a) 15,753
Liabilities assumed:
Accounts payable 61
Right-of-use liabilities – operating lease 495
Contingent Consideration transferred 11,130
Long-term deferred income tax liability 1,254
Total identifiable liabilities assumed (b) 12,940
Net assets acquired, excluding goodwill (a) - (b) = (c) 2,813
Total cash and stock consideration transferred (d) 12,000
Goodwill (d) - (c) $ 9,187
Schedule of Identifiable Intangible Assets and Estimated Useful LifeThe valuation of identifiable
intangible assets and applicable estimated useful lives are as follows (in thousands, except for useful life):
Estimated Asset Fair Value
Useful Life (Years)
In process research and development (“IPR&D”) $ 14,650 n/a
Customer relationships 440 5
$ 15,090
Schedule of Fair Value of Contingent Consideration LiabilityThe following table shows the
Merger Date contractual payment amounts, as applicable, and the corresponding fair value of each respective Contingent Consideration liability
(in thousands):
Contractual Value
Fair Value on the
Milestone 1 $ 1,500 $ 1,340
Milestone 2 3,000 1,830
Milestone 3 (a) 1,500 770
Royalty 1 (b) See(b) 5,980
Royalty 2 (b) See(b) 1,210
Total $ 6,000 $ 11,130
(a) Indicates the maximum payable if the Milestone achieved.
(b) Royalty Payments are based on a percentage of future revenues of DetermaIO™ and Pharma Services over their respective useful life, as defined, accordingly, there is no fixed contractual value for the Royalty Contingent Consideration.
Schedule of Contingent Consideration, Measured at Fair ValueThe following table reflects the
activity for Oncocyte’s Contingent Consideration since the Merger Date, measured at fair value using Level 3 inputs (in thousands):
Fair Value
Balance at December 31, 2020 $ 7,120
Change in estimated fair value 1,060
Balance at March 31, 2021 $ 8,180

Asset Acquisition of Razor Ge_2

Asset Acquisition of Razor Genomics, Inc. (Tables)3 Months Ended
Mar. 31, 2021
Equity Method Investments and Joint Ventures [Abstract]
Summary of Acquisition Intangible AssetsOn February 24, 2021, upon Oncocyte’s
acquisition of the outstanding common stock of Razor, the Razor intangible asset balance recorded on the acquisition date and included
in Intangible Assets was as follows (in thousands):
As of February 24, 2021
Razor intangible asset recorded on the acquisition date:
Equity method investment carrying value $ 13,147
Cash paid as Additional Purchase Payment for the Razor asset 10,000
Oncocyte common stock issued (982,318 shares issued at market value) as Additional Purchase Payment 5,756
Less: cash balance received from Razor for Clinical Trial expenses (3,352)
Deferred tax liability generated from the Razor asset (Note 12) 7,564
Other 169
Total Razor investment asset balance as of February 24, 2021 (a) $ 33,284
(a) This balance will be amortized over the remaining useful life of the Razor asset, approximating 8.5 years, as of the February 24, 2021 acquisition date, with the amortization expense included in “Cost of revenues – amortization of acquired intangibles” on the consolidated statements of operations.
Schedule of Condensed Statement of OperationsThe unaudited standalone results
of operations for Razor prior to being consolidated with Oncocyte is summarized below (in thousands):
Condensed Statement of Operations (1) For the period from
Research and development expense $ 125
General and administrative expense -
Loss from operations (125)
Net loss $ (125)
(1) The condensed standalone statement of operations of Razor is provided for informational purposes only. Razor’s results for the period from January 1, 2021 through February 23, 2021 are not included in Oncocyte’s consolidated results of operations because Razor was not consolidated with Oncocyte’s financial statements but had been accounted for under the equity method of accounting since the September 30, 2019 Initial Closing date, however, Oncocyte’s results included its pro rata losses from Razor. Beginning on February 24, 2021, Razor’s results are included with Oncocyte’s consolidated results, primarily consisting of outside research and development expenses incurred by Razor for the Clinical Trial discussed above.

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets, Net (Tables)3 Months Ended
Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill and Intangible AssetsAt March 31, 2021 and December
31, 2020, goodwill and intangible assets, net, consisted of the following (in thousands):
March 31, 2021 (unaudited) December 31, 2020
Goodwill (1) $ 9,194 $ 9,187
Intangible assets:
Acquired IPR&D – DetermaIO™ (2) 14,650 14,650
Intangible assets subject to amortization:
Acquired intangible assets – customer relationship 440 440
Acquired intangible asset – Razor (see Note 6) 33,284 -
Total intangible assets 48,374 15,090
Accumulated amortization (3) (388) (81)
Intangible assets, net $ 47,986 $ 15,009
(1) Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in the Merger (see Note 5). (2) See Note 5 for information on the Merger consummated
on January 31, 2020. (3) Amortization of intangible assets is included
in “Cost of revenues – amortization of acquired intangibles” on the consolidated statements of operations because the
intangible assets pertain directly to the revenues generated from the acquired intangibles.

Shareholders' Equity (Tables)

Shareholders' Equity (Tables)3 Months Ended
Mar. 31, 2021
Equity [Abstract]
Schedule of Components of Shareholder's EquityThe following tables show changes
in components of shareholders’ equity for the three months ended March 31, 2021 (unaudited and in thousands).
Common Stock
Accumulated Other Comprehensive Accumulated
Total Shareholders’
Shares Amount Loss Deficit Equity
BALANCE AT JANUARY 1, 2021 69,117 $ 157,160 $ - $ (123,677) $ 33,483
Net loss - - - (3,919) (3,919)
Stock-based compensation - 1,290 - - 1,290
Sale of common shares, including at-the-market transactions 18,427 71,746 - - 71,746
Financing costs paid to issue common shares, including at-the-market transactions - (2,878) - - (2,878)
Exercise of stock options 140 348 - - 348
Exercise of warrants 248 802 - - 802
Issuance of common stock to Razor Genomics 982 5,756 - - 5,756
BALANCE AT MARCH 31, 2021 88,914 $ 234,224 $ - $ (127,596) $ 106,628 The following table shows changes
in components of shareholders’ equity for the three months ended March 31, 2020 (unaudited and in thousands).
Common Stock Accumulated Other Comprehensive Accumulated
Total Shareholders’
Shares Amount Loss Deficit Equity
BALANCE AT JANUARY 1, 2020 57,032 $ 124,583 $ - $ (93,745) $ 30,838
Net loss - - - (7,732) (7,732)
Stock-based compensation - 937 - - 937
Sale of common shares 3,523 7,597 - - 7,597
Financing costs paid to issue common shares - (1) - - (1)
Shares issued upon vesting of RSU, net of shares retired to pay employees’ taxes 13 (14) - - (14)
Issuance of common stock for Insight Genetics acquisition 1,916 5,000 - - 5,000
BALANCE AT MARCH 31, 2020 62,484 $ 138,102 $ - $ (101,477) $ 36,625

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)3 Months Ended
Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Summary of Stock-based Compensation ExpenseOncocyte recorded stock-based
compensation expense in the following categories on the accompanying condensed consolidated statements of operations for the three months
ended March 31, 2021 and 2020 (unaudited and in thousands):
Three Months Ended March 31,
2021 2020
Cost of revenues $ 22 $ 5
Research and development 257 194
General and administrative 778 634
Sales and marketing 233 104
Total stock-based compensation expense $ 1,290 $ 937
Schedule of Assumptions Used to Calculate Fair Value of Stock OptionsThe assumptions that were used
to calculate the grant date fair value of Oncocyte’s employee and non-employee stock option grants for the three months ended March
31, 2021 and 2020 were as follows (unaudited):
Three Months Ended March 31,
2021 2020
Expected life (in years) 6.0 6.0
Risk-free interest rates 1.02% 1.34%
Volatility 102.62% 105.09%
Dividend yield -% -%
2010 Plan Activity [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Summary of Stock Option ActivityA summary of Oncocyte’s
2010 Plan activity and related information follows (in thousands except weighted average exercise price):
Options
Shares Available for Grant
Number of Options Outstanding
Weighted Average Exercise Price
Balance at December 31, 2020 - 1,218 $ 3.55
Options exercised - (90) $ 2.09
Options forfeited, canceled and expired - - $ -
Balance at March 31, 2021 - 1,128 $ 3.65
Exercisable at March 31, 2021 1,081 $ 3.76
2018 Incentive Plan Activity [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Summary of Stock Option ActivityA summary of Oncocyte’s
2018 Incentive Plan activity and related information follows (in thousands except weighted average exercise price):
Shares Available for Grant
Number of Options Outstanding
Number of RSUs Outstanding
Weighted Average Exercise Price
Balance at December 31, 2020 3,346 7,212 201 $ 2.60
RSUs vested - - - $ -
RSUs granted - - - $ -
Options granted (2,966) 2,966 - $ 5.12
Options exercised - (195) - $
Options forfeited/cancelled 76 (76) - $ 2.69
Balance at March 31, 2021 456 9,907 201 $ 3.35
Options exercisable at March 31, 2021 2,849 $ 2.67

Disaggregation of Revenues an_2

Disaggregation of Revenues and Concentration Risk (Tables)3 Months Ended
Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Schedule of Consolidated Revenues Generated by Unaffiliated CustomersThe following table presents the
percentage of consolidated revenues generated by unaffiliated customers that individually represent greater than ten percent of consolidated
revenues:
Three Months Ended March 31,
2021 2020
Medicare for DetermaRx™ 27% -%
Medicare Advantage for DetermaRx™ 27% -
Pharma Services Company A 20% *
Pharma Services Company B 15% *
Schedule of Consolidated Revenues Attributable to Products or ServicesThe following table presents the
percentage of consolidated revenues attributable to products or services classes that represent greater than ten percent of consolidated
revenues:
Three Months Ended March 31,
2021 2020
DetermaRx™ 54% 10%
Pharma Services 46% 90%
Total 100% 100%
Schedule of Percentage of Consolidated Revenues Attributable to Geographical LocationsThe following table presents the percentage of consolidated
revenues attributable to geographical locations:
Three Months Ended March 31,
2021 2020
United States 57% 95%
Outside of the United States – Pharma Services 43% 5%
Total 100% 100%
Schedule of Percentage of Total Consolidated Accounts ReceivablesThe following table presents accounts
receivable, as a percentage of total consolidated accounts receivables, from third-party payers and other customers that provided in excess
of 10% of Oncocyte’s total accounts receivable.
March 31, 2021 December 31, 2020
Pharma Services Company A 24% 35%
Medicare for DetermaRx™ 16% 45%
Pharma Services Company B 18% -
Medicare Advantage for DetermaRx™ 38% -

Commitments and Contingencies (

Commitments and Contingencies (Tables)3 Months Ended
Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Schedule of Supplemental Cash Flow Information Related to Operating and Financing LeaseThe following table presents supplemental
cash flow information related to operating and financing leases for the three months ended March 31, 2021 and 2020 (in thousands):
Three Months Ended March 31,
2021 2020
Cash paid for amounts included in the measurement of financing lease liabilities:
Operating cash flows from operating leases $ 220 $ 78
Operating cash flows from financing leases 10 3
Financing cash flows from financing leases 41 17
Right-of-use assets obtained in exchange for lease obligation:
Operating lease, including lease acquired in Insight Genetics business combination - 536
Schedule of Supplemental Balance Sheet Information Related to Operating and Financing LeasesThe following table presents supplemental
balance sheet information related to operating and financing leases as of March 31, 2021 (in thousands, except lease term and discount
rate):
March 31, 2021
Operating leases
Right-of-use assets, net $ 2,801
Right-of-use lease liabilities, current $ 606
Right-of-use lease liabilities, noncurrent 3,664
Total operating lease liabilities $ 4,270
Financing leases
Machinery and equipment $ 537
Accumulated depreciation (226)
Machinery and equipment, net $ 311
Current liabilities $ 135
Noncurrent liabilities 196
Total financing lease liabilities $ 331
Weighted average remaining lease term
Operating leases 6 years
Financing leases 2.5 years
Weighted average discount rate
Operating leases 11.16%
Financing leases 11.34%
Schedule of Future Minimum Lease Commitments for Operating and Financing LeasesFuture minimum lease commitments
are as follows (in thousands):
Operating Leases
Financing Leases
Year Ending December 31,
2021 $ 811 $ 134
2022 1,096 124
2023 1,000 124
2024 889 -
2025 869 -
Thereafter 1,594 -
Total minimum lease payments $ 6,259 $ 382
Less amounts representing interest (1,760) (51)
Less: Tenant Improvement Allowance, net of administrative fee (1) (229) -
Present value of net minimum lease payments $ 4,270 $ 331
(1) In accordance with ASC 842, a tenant allowance should be included in the measurement of the consideration in the lease agreement at inception and reflected as a reduction to the right-of-use asset and a corresponding reduction to the right-use-liability if the lessee both controls the construction of the tenant improvements and the expects to fully earn all of the tenant allowance. Oncocyte has met both conditions at the inception of the Irvine Lease and has recorded the Tenant Improvement Allowance accordingly. As the cash for the Tenant Improvement Allowance is received from the lessor under the terms of the Irvine Lease, the corresponding right-of-use liability will increase and will be amortized as part of the right-of use asset and liability amortization over the term of the Irvine Lease in accordance with ASC 842. As of March 31, 2021, the lessor had provided $1.1 million of the total $1.3 million Tenant Improvement Allowance, leaving a balance of $0.2 million.

Organization, Description of _2

Organization, Description of the Business and Liquidity (Details Narrative) - USD ($)Feb. 24, 2021Apr. 23, 2020Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020Sep. 30, 2019
Schedule of Equity Method Investments [Line Items]
Shares issued during the period, value $ 71,746,000 $ 7,597,000
Accumulated deficit(127,596,000) $ (123,677,000)
Cash and cash equivalents58,907,000 7,143,000
Marketable equity securities $ 887,000 $ 675,000
PPP [Member]
Schedule of Equity Method Investments [Line Items]
Interest rate1.00%
Maturity dateApr. 23,
2022
Razor Genomics, Inc. [Member]
Schedule of Equity Method Investments [Line Items]
Equity ownership percentage25.00%25.00%
Cash paid to purchase shares of common stock $ 10,000,000
Shares issued during the period, value $ 5,700,000
Silicon Valley Bank [Member] | PPP [Member]
Schedule of Equity Method Investments [Line Items]
Proceeds from loan $ 1,140,930
Interest rate1.00%
Maturity dateApr. 23,
2022

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Impairment charge on goodwill and intangible asset
Impairment charge for long-lived assets
Marketable equity securities, fair market value $ 887 $ 675
Lineage Cell Therapeutics, Inc [Member]
Subsidiary, Sale of Stock [Line Items]
Shares held as available-for-sale securities, shares353,264 353,264
Marketable equity securities, fair market value $ 887 $ 675
Pharma Services [Member]
Subsidiary, Sale of Stock [Line Items]
Accounts receivable300
Medicare for DetermaRx and Medicare Advantage for DetermaRx [Member]
Subsidiary, Sale of Stock [Line Items]
Accounts receivable $ 400

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies - Common Stock Equivalents Excluded from Computation of Diluted Net Loss Per Share of Common Stock (Details) - shares3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share2,156,000 6,350,000
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share3,136,000 3,384,000

Selected Balance Sheet Compon_3

Selected Balance Sheet Components - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in ThousandsMar. 31, 2021Dec. 31, 2020Mar. 31, 2020Dec. 31, 2019
Balance Sheet Related Disclosures [Abstract]
Cash and cash equivalents $ 58,907 $ 7,143
Restricted cash included in deposits and other noncurrent assets (see Note 14)1,700 1,700
Total cash, cash equivalents, and restricted cash as shown in the condensed consolidated statements of cash flows $ 60,607 $ 8,843 $ 18,277 $ 23,773

Selected Balance Sheet Compon_4

Selected Balance Sheet Components - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in ThousandsMar. 31, 2021Dec. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Prepaid insurance $ 1,342 $ 264
Prepaid vendors, deposits and service agreements977 646
Other8 295
Total prepaid expenses and other current assets $ 2,327 $ 1,205

Selected Balance Sheet Compon_5

Selected Balance Sheet Components - Schedule of Deposits and Other Noncurrent Assets (Details) - USD ($) $ in ThousandsMar. 31, 2021Dec. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Restricted cash and security deposit for the Irvine Lease (Note 14) $ 1,850 $ 1,850
Long-term prepaid maintenance contracts97 118
Other88 88
Total deposits and other noncurrent assets $ 2,035 $ 2,056

Selected Balance Sheet Compon_6

Selected Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in ThousandsMar. 31, 2021Dec. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Accrued compensation[1] $ 2,452 $ 3,556
Cash holdback liability 600
Accrued vendor and other expenses2,812 1,596
Total accrued expenses and other current liabilities $ 5,264 $ 5,752
[1]Includes approximately $0.9 million in severance accrual as of March 31, 2021, in accordance with the severance benefits provided under certain employment and severance benefit agreements, in connection with Oncocyte's partial reduction in force plan and salary reduction agreements instituted in September 2020 (see Note 14).

Selected Balance Sheet Compon_7

Selected Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) (Parenthetical) $ in Thousands3 Months Ended
Mar. 31, 2021USD ($)
Balance Sheet Related Disclosures [Abstract]
Severance accrual $ 900

Right-of-Use Assets, Machiner_3

Right-of-Use Assets, Machinery and Equipment, Net, and Construction in Progress (Details Narrative) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense $ 239 $ 60
Leasehold improvements2,900
Landlord liability $ 1,100

Right-of-Use Assets, Machiner_4

Right-of-Use Assets, Machinery and Equipment, Net and Construction in Progress - Schedule of Right-of-use Assets, Machinery and Equipment, Net, and Construction in Progress (Details) - USD ($) $ in ThousandsMar. 31, 2021Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Right-of-use assets[1] $ 3,397 $ 3,397
Machinery and equipment2,597 2,480
Accumulated depreciation and amortization(1,679)(1,440)
Right-of-use assets, machinery and equipment, net4,315 4,437
Construction in progress2,951 2,087
Right-of-use assets, machinery and equipment, net, and construction in progress $ 7,266 $ 6,524
[1]Oncocyte recorded certain right-of-use assets and liabilities for operating leases in accordance with ASC 842 (see Notes 5 and 14).

Acquisition of Insight (Details

Acquisition of Insight (Details Narrative) $ in Thousands1 Months Ended3 Months Ended
Jan. 31, 2020USD ($)NumbersharesMar. 31, 2021USD ($)Mar. 31, 2020USD ($)Dec. 31, 2020USD ($)
Sale of common shares $ 71,746 $ 7,597
Discount rate11.34%
Operating lease, right use of asset[1] $ 3,397 $ 3,397
Fair value of contingent consideration $ 1,100
Milestone Contingent Consideration [Member]
Payments for milestones $ 6,000
Discount rate8.00%
Credit and risk-adjusted discount rate47.00%
Cash Holdback [Member]
Cash $ 600 $ 6,400
Sale of common shares $ 600
Stock Holdback [Member]
Number of common stock, shares issued | shares229,885
Stock Holdback One [Member]
Number of common stock, shares issued | shares1,900,000
Clinical Trial and Data Publication Milestone [Member] | Milestone Contingent Consideration [Member]
Payments for milestones $ 1,500
CMS Specified Lung Cancer [Member] | Milestone Contingent Consideration [Member]
Payments for milestones3,000
CMS Reimbursement Milestones [Member] | Milestone Contingent Consideration [Member]
Payments for milestones1,500
Merger Agreements [Member]
Cash7,000
Sale of common shares5,000
Merger consideration11,400
Common stock delivered average value $ 5,000
Trading days | Number5
Fair value of intangible asset $ 14,700
Discount rate35.00%
Acquisition of offsetting $ 1,300
Estimated useful lives of amortization5 years
Operating lease, right of use liability $ 500
Operating lease, right use of asset500
Deferred tax liabilities1,300
Merger Agreements [Member] | Laboratory Machinery and Equipment [Member]
Fair value of intangible asset $ 100
[1]Oncocyte recorded certain right-of-use assets and liabilities for operating leases in accordance with ASC 842 (see Notes 5 and 14).

Acquisition of Insight - Schedu

Acquisition of Insight - Schedule of Fair Value of Aggregate Merger Consideration (Details) $ / shares in Units, $ in Thousands1 Months Ended
Jan. 31, 2020USD ($)$ / sharesshares
Business Combinations [Abstract]
Cash consideration $ 7,000 [1]
Shares of Oncocyte common stock issued on the Merger Date | shares1,915,692 [2]
Closing price per share of Oncocyte common stock on the Merger Date | $ / shares $ 2.61
Market value of Oncocyte common stock issued $ 5,000
Contingent Consideration11,130 [3]
Total fair value of consideration transferred on the Merger Date $ 23,130
[1]The cash consideration paid on the Merger Date was $6.4 million, which was net of a $0.6 million cash holdback discussed above, recorded as a holdback liability since Oncocyte retained the cash. In accordance with ASC 805, amounts held back for general representations and warranties of the sellers are included as part of the total consideration transferred.
[2]The 229,885 Stock Holdback shares were placed in an escrow account and considered to be issued and outstanding Oncocyte common stock. In accordance with ASC 805, amounts held back for general representations and warranties of the sellers, including escrowed shares of common stock, are included as part of the total consideration transferred.
[3]In accordance with ASC 805, Contingent Consideration, at fair value, is part of the total considered transferred on the Merger Date, as further discussed below.

Acquisition of Insight - Sche_2

Acquisition of Insight - Schedule of Fair Value of Aggregate Merger Consideration (Details) (Parenthetical) $ in Thousands1 Months Ended
Jan. 31, 2020USD ($)shares
Cash consideration paid $ 6,400
Cash Holdback [Member]
Cash consideration paid $ 600
Stock Holdback [Member]
Number of common stock, shares issued | shares229,885

Acquisition of Insight - Sche_3

Acquisition of Insight - Schedule of Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in ThousandsMar. 31, 2021[1]Dec. 31, 2020[1]Jan. 31, 2020
Business Combinations [Abstract]
Cash and cash equivalents $ 36
Accounts receivable and other current assets42
Right-of-use assets, machinery and equipment585
Long-lived intangible assets - customer relationships440
Acquired in-process research and development14,650
Total identifiable assets acquired15,753
Accounts payable61
Right-of-use liabilities - operating lease495
Contingent Consideration transferred11,130
Long-term deferred income tax liability1,254
Total identifiable liabilities assumed12,940
Net assets acquired, excluding goodwill2,813
Total cash and stock consideration transferred12,000
Goodwill $ 9,194 $ 9,187 $ 9,187
[1]Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in the Merger (see Note 5).

Acquisition of Insight - Sche_4

Acquisition of Insight - Schedule of Identifiable Intangible Assets and Estimated Useful Life (Details) $ in Thousands3 Months Ended
Mar. 31, 2021USD ($)
Estimated Asset Fair Value $ 15,090
In Process Research and Development [Member]
Estimated Asset Fair Value14,650
Customer Relationships [Member]
Estimated Asset Fair Value $ 440
Useful Life (Years)5 years

Acquisition of Insight - Sche_5

Acquisition of Insight - Schedule of Fair Value of Contingent Consideration Liability (Details) - USD ($) $ in ThousandsMar. 31, 2021Dec. 31, 2020
Contractual Value $ 6,000
Fair Value on the Merger Date $ 8,180 7,120
Milestone 1 [Member]
Contractual Value1,500
Fair Value on the Merger Date1,340
Milestone 2 [Member]
Contractual Value3,000
Fair Value on the Merger Date1,830
Milestone 3 [Member]
Contractual Value[1]1,500
Fair Value on the Merger Date[1]770
Royalty 1 [Member]
Contractual Value[2]
Fair Value on the Merger Date[2]5,980
Royalty 2 [Member]
Contractual Value[2]
Fair Value on the Merger Date[2] $ 1,210
[1]Indicates the maximum payable if the Milestone achieved.
[2]Royalty Payments are based on a percentage of future revenues of DetermaIO and Pharma Services over their respective useful life, as defined, accordingly, there is no fixed contractual value for the Royalty Contingent Consideration.

Acquisition of Insight - Sche_6

Acquisition of Insight - Schedule of Contingent Consideration, Measured at Fair Value (Details) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Business Combinations [Abstract]
Beginning balance $ 7,120
Change in estimated fair value1,060
Ending balance $ 8,180

Asset Acquisition of Razor Ge_3

Asset Acquisition of Razor Genomics, Inc. (Details Narrative) - USD ($)Feb. 24, 2021Jun. 30, 2020Mar. 31, 2021Mar. 31, 2020Sep. 30, 2019Dec. 31, 2020
Common stock value $ 234,224,000 $ 157,160,000
Sale of common shares71,746,000 $ 7,597,000
Equity method investment in razor $ 13,417,000
Purchase Agreement [Member]
Common stock value5,000,000
Development Agreement [Member] | Maximum [Member]
Estimated clinical trial expense16,000,000
Laboratory Agreement [Member]
Payment obligation amount $ 450,000
Lease expiration periodSep. 29,
2021
Razor Genomics, Inc. [Member]
Equity ownership percentage25.00%25.00%
Stock purchase price $ 10,000,000
Common stock value $ 5,756,000
Stock issued during the period982,318
Cash paid to purchase shares of common stock $ 10,000,000
Sale of common shares5,700,000
Equity method investment in razor13,147,000 $ 11,245,000
Deferred tax liability7,564,000
Razor Genomics, Inc. [Member] | Purchase Agreement [Member]
Stock purchase price $ 10,000,000
Razor Genomics, Inc. [Member] | Development Agreement [Member]
Clinical trial expense reserve amount $ 3,400,000 4,000,000
Razor Genomics, Inc. [Member] | Development Agreement [Member] | CMS Final [Member]
Milestone payment $ 4,000,000
Razor Genomics, Inc. [Member] | Development Agreement [Member] | CMS Final [Member] | DetermaRx [Member]
Estimated useful life of Razor assayP10Y
Razor Genomics, Inc. [Member] | Series A Convertible Preferred Stock [Member]
Number of shares purchased1,329,870
Preferred stock, par value $ 0.0001
Encore Clinical, Inc. [Member] | Development Agreement [Member]
Additional funding amount3,000,000
Encore Clinical, Inc. [Member] | Development Agreement [Member] | Minority Shareholders [Member]
Sale of common shares $ 3,000,000
Equity method investment, descriptionIf the issuance of shares of common stock having a market value of $3 million would require Oncocyte to issue a number of shares that, when combined with any shares issued under the Purchase Agreement and the Minority Shareholder Purchase Agreements, would exceed the number of shares that may be issued without shareholder approval under applicable stock exchange rules, Oncocyte may deliver the number of shares permissible under stock exchange rules and an amount of cash necessary to bring the combined value of cash and shares to $3 million.

Asset Acquisition of Razor Ge_4

Asset Acquisition of Razor Genomics, Inc. - Summary of Acquisition Intangible Assets (Details) - USD ($) $ in ThousandsMar. 31, 2021Feb. 24, 2021Dec. 31, 2020Sep. 30, 2019
Equity method investment carrying value $ 13,417
Oncocyte common stock issued (982,318 shares issued at market value) as Additional Purchase Payment234,224 157,160
Total intangible assets48,374 15,090
Razor Genomics, Inc. [Member]
Equity method investment carrying value $ 13,147 $ 11,245
Cash paid as Additional Purchase Payment for the Razor asset10,000
Oncocyte common stock issued (982,318 shares issued at market value) as Additional Purchase Payment5,756
Less: cash balance received from Razor for Clinical Trial expenses(3,352)
Deferred tax liability generated from the Razor asset (Note 12)7,564
Other169
Total intangible assets $ 33,284 $ 33,284 [1]
[1]This balance will be amortized over the remaining useful life of the Razor asset, approximating 8.5 years, as of the February 24, 2021 acquisition date, with the amortization expense included in “Cost of revenues – amortization of acquired intangibles” on the consolidated statements of operations.

Asset Acquisition of Razor Ge_5

Asset Acquisition of Razor Genomics, Inc. - Summary of Acquisition Intangible Assets (Details) (Parenthetical)Feb. 24, 2021
Razor Genomics, Inc. [Member]
Remaining useful life of Razon asset8 years 6 months

Asset Acquisition of Razor Ge_6

Asset Acquisition of Razor Genomics, Inc. - Schedule of Condensed Statement of Operations (Details) - USD ($) $ in Thousands2 Months Ended3 Months Ended
Feb. 23, 2021Mar. 31, 2021Mar. 31, 2020
Research and development expense $ 3,361 $ 2,159
General and administrative expense4,764 4,625
Loss from operations(11,360)(8,431)
Net loss $ (3,919) $ (7,732)
Razor Genomics, Inc. [Member]
Research and development expense[1] $ 125
General and administrative expense[1]
Loss from operations[1](125)
Net loss[1] $ (125)
[1]The condensed standalone statement of operations of Razor is provided for informational purposes only. Razor's results for the period from January 1, 2021 through February 23, 2021 are not included in Oncocytes consolidated results of operations because Razor was not consolidated with Oncocytes financial statements but had been accounted for under the equity method of accounting since the September 30, 2019 Initial Closing date, however, Oncocytes results included its pro rata losses from Razor. Beginning on February 24, 2021, Razor's results are included with Oncocytes consolidated results, primarily consisting of outside research and development expenses incurred by Razor for the Clinical Trial discussed above.

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets, Net - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in ThousandsMar. 31, 2021Feb. 24, 2021[3]Dec. 31, 2020Jan. 31, 2020
Goodwill $ 9,194 [1] $ 9,187 [1] $ 9,187
Acquired IPR&D - DetermaIO™[2]14,650 14,650
Acquired intangible assets - customer relationship440 440
Total intangible assets48,374 15,090
Accumulated amortization(388)(81)
Intangible assets, net47,986 15,009
Razor Genomics, Inc. [Member]
Total intangible assets $ 33,284 $ 33,284
[1]Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in the Merger (see Note 5).
[2]See Note 5 for information on the Merger which was consummated on January 31, 2020.
[3]This balance will be amortized over the remaining useful life of the Razor asset, approximating 8.5 years, as of the February 24, 2021 acquisition date, with the amortization expense included in “Cost of revenues – amortization of acquired intangibles” on the consolidated statements of operations.

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($) $ / shares in Units, $ in ThousandsFeb. 09, 2021Jan. 20, 2021Jan. 02, 2020Apr. 30, 2020Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020
Related Party Transaction [Line Items]
Sale of common shares value $ 71,746 $ 7,597
Common stock, par value
Offering [Member]
Related Party Transaction [Line Items]
Number of common stock, shares issued8,947,000
Proceeds from offering $ 37,500
Share price per share $ 4.50
Ronald Andrews [Member]
Related Party Transaction [Line Items]
Consulting fees $ 300
Subscription Agreements [Member] | Institutional Investors [Member]
Related Party Transaction [Line Items]
Number of common stock, shares issued7,301,410
Minimum beneficial ownership percentage5.00%
Sale of common shares value $ 25,000
Common stock, par value
Share price per share $ 3.424
Pura Vida Investments LLC [Member]
Related Party Transaction [Line Items]
Number of common stock, shares issued3,523,776 4,733,700
Shares issued, price per share $ 2.156 $ 2.27
Minimum beneficial ownership percentage5.00%
Proceeds from offering $ 7,600
Sale of common shares value $ 10,750
Broadwood Capital, LP [Member] | Offering [Member]
Related Party Transaction [Line Items]
Number of common stock, shares issued600,000

Loan Payable to Silicon Valle_2

Loan Payable to Silicon Valley Bank (Details Narrative) - USD ($) $ / shares in Units, $ in ThousandsApr. 23, 2020Apr. 02, 2020Oct. 17, 2019Mar. 31, 2021Mar. 31, 2020Mar. 23, 2017Feb. 21, 2017
Debt Instrument [Line Items]
Amortization of deferred financing costs $ 19 $ 35
Interest rate3.25%
Warrants [Member]
Debt Instrument [Line Items]
Warrants to purchase, shares7,321 8,247
Warrant exercise price, per share $ 5.46 $ 4.85
Amended Loan Agreement [Member]
Debt Instrument [Line Items]
Line of credit, descriptionOncocyte may prepay in full the outstanding principal balance at any time, subject to a prepayment fee equal to 2.0% of the outstanding principal balance if prepaid more than one year but less than two years after October 17, 2019, or 1.0% of the outstanding principal balance if prepaid two years or more after October 17, 2019. Any amounts borrowed and repaid may not be reborrowed.
Interest rate descriptionPayments of interest only on the principal balance were due monthly from the draw date through March 31, 2020, followed by 24 monthly payments of principal and interest, but the Bank has agreed to a deferral of principal payments, as discussed below. The outstanding principal balance of the loan will bear interest at a stated floating annual interest equal to the greater of (a) the prime rate or (b) 5% per annum. As of December 31, 2020, the latest published prime rate was 3.25% per annum.
Amended Loan Agreement [Member] | Bank Warrant [Member]
Debt Instrument [Line Items]
Debt instrument, final payment $ 200
Unamortized deferred financing cost $ 50
Warrants to purchase, shares98,574
Warrant exercise price, per share $ 1.69
Amended Loan Agreement [Member] | Tranche One [Member]
Debt Instrument [Line Items]
Secured credit facility $ 3,000
Repayment of remaining balance400
Debt instrument, final payment116
Amended Loan Agreement [Member] | Tranche Two [Member]
Debt Instrument [Line Items]
Secured credit facility2,000
Additional equity capital $ 20,000
Line of credit, descriptionThe credit line under the Amended Loan Agreement may be increased by an additional $2 million ("Tranche 2") if Oncocyte obtains at least $20 million of additional equity capital, as was the case with the original Loan Agreement, and a positive final coverage determination is received from the Centers for Medicate and Medicaid Services for DetermaRx at a specified minimum price point per test (the "Tranche 2 Milestone"), and Oncocyte is not in default under the Amended Loan Agreement.
Interest rate5.00%
Amended Loan Agreement [Member] | Tranche Two [Member] | Bank Warrant [Member]
Debt Instrument [Line Items]
Warrant exercise price, per share $ 0.02
Diluted equity outstanding $ 1,000
Loan Deferral Agreement [Member]
Debt Instrument [Line Items]
Debt instrument, maturity date descriptionThe Bank agreed to (i) extend the scheduled maturity date of the Amended Loan Agreement from March 31, 2022 to September 30, 2022, and (ii) deferred the principal payments by an additional 6 months whereby payments of interest only on the Bank loan principal balance will be due monthly from May 1, 2020 through October 1, 2020, followed by 23 monthly payments of principal and interest beginning on November 1, 2020, all provided at no additional fees to Oncocyte.
Loan and Security Agreement [Member]
Debt Instrument [Line Items]
Amount borrowed $ 2,000
Periodic payment termPayments of interest only on the principal balance were due monthly from the loan funding date, March 23, 2017, through October 31, 2017, and, beginning on November 1, 2017
Periodic payments of principal and interest $ 67
Debt instrument, maturity dateApr. 1,
2020
Amortization of deferred financing costs $ 116
Prepayment fee if prepaid two years or more1.00%
PPP [Member]
Debt Instrument [Line Items]
Amount borrowed $ 1,140,930
Debt instrument, maturity dateApr. 23,
2022
Debt instrument, interest rate1.00%

Shareholders' Equity (Details N

Shareholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020
Preferred stock, shares authorized5,000,000 5,000,000
Preferred stock par value
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized150,000,000 150,000,000
Common stock par value
Net proceeds from common stock $ 65,262 $ 7,597
Common stock, shares issued88,914,000 69,117,000
Common stock, shares outstanding88,914,000 69,117,000
Common stock purchase warrants, shares issued3,135,662
Common stock purchase warrants, shares outstanding3,135,662
Warrant expiry dateOct. 17,
2029
Minimum [Member]
Common stock purchase warrants, exercise price $ 1.69
Maximum [Member]
Common stock purchase warrants, exercise price $ 5.50

Shareholders' Equity - Schedule

Shareholders' Equity - Schedule of Components of Shareholder's Equity (Details) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Beginning Balance $ 33,483 $ 30,838
Net loss(3,919)(7,732)
Stock-based compensation1,290 937
Sale of common shares, including at-the-market transactions71,746 7,597
Financing costs paid to issue common shares, including at-the-market transactions(2,878)(1)
Exercise of stock options348
Exercise of warrants802
Shares issued upon vesting of RSU, net of shares retired to pay employees' taxes(14)
Issuance of common stock to Razor Genomics and Insight Genetics acquisition5,756 5,000
Ending Balance106,628 36,625
Common Stock [Member]
Beginning Balance $ 157,160 $ 124,583
Beginning Balance, shares69,117 57,032
Net loss
Stock-based compensation1,290 937
Sale of common shares, including at-the-market transactions $ 71,746 $ 7,597
Sale of common shares, including at-the-market transactions, shares18,427 3,523
Financing costs paid to issue common shares, including at-the-market transactions $ (2,878) $ (1)
Exercise of stock options $ 348
Exercise of stock options, shares140
Exercise of warrants $ 802
Exercise of warrants, shares248
Shares issued upon vesting of RSU, net of shares retired to pay employees' taxes $ (14)
Shares issued upon vesting of RSU, net of shares retired to pay employees' taxes, shares13
Issuance of common stock to Razor Genomics and Insight Genetics acquisition $ 5,756 $ 5,000
Issuance of common stock to Razor Genomics and Insight Genetics acquisition, shares982 1,916
Ending Balance $ 234,224 $ 138,102
Ending Balance, shares88,914 62,484
Accumulated Other Comprehensive Loss [Member]
Beginning Balance
Net loss
Stock-based compensation
Sale of common shares, including at-the-market transactions
Financing costs paid to issue common shares, including at-the-market transactions
Exercise of stock options
Exercise of warrants
Shares issued upon vesting of RSU, net of shares retired to pay employees' taxes
Issuance of common stock to Razor Genomics and Insight Genetics acquisition
Ending Balance
Accumulated Deficit [Member]
Beginning Balance(123,677)(93,745)
Net loss(3,919)(7,732)
Stock-based compensation
Sale of common shares, including at-the-market transactions
Financing costs paid to issue common shares, including at-the-market transactions
Exercise of stock options
Exercise of warrants
Shares issued upon vesting of RSU, net of shares retired to pay employees' taxes
Issuance of common stock to Razor Genomics and Insight Genetics acquisition
Ending Balance $ (127,596) $ (101,477)

Stock-Based Compensation (Detai

Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands1 Months Ended3 Months Ended12 Months Ended
May 31, 2018Mar. 31, 2021Dec. 31, 2018Dec. 31, 2020
2010 Stock Option Plan [Member]
Common stock, shares authorized5,200,000
2010 Stock Option Plan [Member] | Employees and Consultants [Member]
Exercise prices ranging, lower limit $ 2.30
Exercise prices ranging, upper limit $ 3.15
Performance-Based Options [Member]
Option vested50,000
Share based compensation expenses $ 106
Performance-based options outstanding
Performance-Based Options [Member] | DetermaDx [Member]
Number of option granted during the period125,000
2018 Incentive Plan Activity [Member]
Number of option granted during the period2,966,000
Option vested
Performance-based options outstanding9,907,000 7,212,000
Number of common stock reserved for future issuance11,000,000

Stock-Based Compensation - Summ

Stock-Based Compensation - Summary of Stock Option Activity (Details)3 Months Ended
Mar. 31, 2021$ / sharesshares
2010 Plan Activity [Member]
Shares available for grant options, beginning of period
Shares available for grant options RSUs vested
Shares available for grant options RSUs granted
Shares available for grant options granted
Shares available for grant options exercised
Shares available for grant options forfeited, cancelled and expired
Shares available for grant outstanding, end of period
Number of options outstanding, beginning of period1,218,000
Number of options outstanding, options exercised(90,000)
Number of options outstanding, options forfeited, cancelled and expired
Number of options outstanding, end of period1,128,000
Number of options outstanding, exercisable, end of period1,081,000
Weighted average exercise price, options outstanding, beginning of period | $ / shares $ 3.55
Weighted average exercise price, options exercised | $ / shares2.09
Weighted average exercise price, options forfeited, cancelled and expired | $ / shares
Weighted average exercise price, outstanding end of period | $ / shares3.65
Weighted average exercise price, exercisable, end of period | $ / shares $ 3.76
2018 Incentive Plan Activity [Member]
Shares available for grant options, beginning of period3,346,000
Shares available for grant options RSUs vested
Shares available for grant options RSUs granted
Shares available for grant options granted(2,966,000)
Shares available for grant options exercised
Shares available for grant options forfeited, cancelled and expired76,000
Shares available for grant outstanding, end of period456,000
Number of options outstanding, beginning of period7,212,000
Number of options outstanding, option granted2,966,000
Number of options outstanding, option RSUs vested
Number of options outstanding, option RSUs granted
Number of options outstanding, options exercised(195,000)
Number of options outstanding, options forfeited, cancelled and expired(76,000)
Number of options outstanding, end of period9,907,000
Number of options outstanding, exercisable, end of period2,849,000
Weighted average exercise price, options outstanding, beginning of period | $ / shares $ 2.60
Weighted average exercise price, option granted | $ / shares5.12
Weighted average exercise price, option RSUs vested | $ / shares
Weighted average exercise price, option RSUs granted | $ / shares
Weighted average exercise price, options exercised | $ / shares
Weighted average exercise price, options forfeited, cancelled and expired | $ / shares2.69
Weighted average exercise price, outstanding end of period | $ / shares3.35
Weighted average exercise price, exercisable, end of period | $ / shares $ 2.67
Number of RSUs Outstanding, beginning of period201,000
Number of RSUs Outstanding, option granted
Number of RSUs Outstanding, option RSUs vested
Number of RSUs Outstanding, option RSUs granted
Number of RSUs Outstanding, options exercised
Number of RSUs Outstanding, options forfeited, canceled and expired
Number of RSUs Outstanding, end of period201,000

Stock-Based Compensation - Su_2

Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Total stock-based compensation expense $ 1,290 $ 937
Stock Option Plan [Member] | Cost of Revenues [Member]
Total stock-based compensation expense22 5
Stock Option Plan [Member] | Research and Development [Member]
Total stock-based compensation expense257 194
Stock Option Plan [Member] | General and Administrative [Member]
Total stock-based compensation expense778 634
Stock Option Plan [Member] | Sales and Marketing [Member]
Total stock-based compensation expense $ 233 $ 104

Stock-Based Compensation - Sche

Stock-Based Compensation - Schedule of Assumptions Used to Calculate Fair Value of Stock Options (Details)3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Expected life (in years)6 years6 years
Risk-free interest rates1.02%1.34%
Volatility102.62%105.09%
Dividend yield0.00%0.00%

Income Taxes (Details Narrative

Income Taxes (Details Narrative) $ in Thousands3 Months Ended
Mar. 31, 2021USD ($)
Partial release of valuation allowances $ 1,100
Razor Genomics, Inc. [Member]
Partial release of valuation allowances $ 7,600

Disaggregation of Revenues an_3

Disaggregation of Revenues and Concentration Risk - Schedule of Consolidated Revenues Generated by Unaffiliated Customers (Details)3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Concentration risk, percentage100.00%100.00%
Medicare for DetermaRx [Member]
Concentration risk, percentage27.00%0.00%
Medicare Advantage for DetermaRx [Member]
Concentration risk, percentage27.00%0.00%
Pharma Services Company A [Member]
Concentration risk, percentage20.00%0.00%[1]
Pharma Services Company B [Member]
Concentration risk, percentage15.00%0.00%[1]
[1]Less than 10%

Disaggregation of Revenues an_4

Disaggregation of Revenues and Concentration Risk - Schedule of Consolidated Revenues Attributable to Products or Services (Details)3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Concentration risk, percentage100.00%100.00%
DetermaRx [Member]
Concentration risk, percentage54.00%10.00%
Pharma Services [Member]
Concentration risk, percentage46.00%90.00%

Disaggregation of Revenues an_5

Disaggregation of Revenues and Concentration Risk - Schedule of Percentage of Consolidated Revenues Attributable to Geographical Locations (Details)3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Concentration risk, percentage100.00%100.00%
United States [Member]
Concentration risk, percentage57.00%95.00%
Outside United States [Member]
Concentration risk, percentage43.00%5.00%

Disaggregation of Revenues an_6

Disaggregation of Revenues and Concentration Risk - Schedule of Percentage of Total Consolidated Accounts Receivables (Details)3 Months Ended12 Months Ended
Mar. 31, 2021Mar. 31, 2020Dec. 31, 2020
Concentration risk, percentage100.00%100.00%
Pharma Services Company A [Member]
Concentration risk, percentage20.00%0.00%[1]
Pharma Services Company A [Member] | Accounts Receivable [Member]
Concentration risk, percentage24.00%35.00%
Medicare for DetermaRx [Member]
Concentration risk, percentage27.00%0.00%
Medicare for DetermaRx [Member] | Accounts Receivable [Member]
Concentration risk, percentage16.00%45.00%
Pharma Services Company B [Member]
Concentration risk, percentage15.00%0.00%[1]
Pharma Services Company B [Member] | Accounts Receivable [Member]
Concentration risk, percentage18.00%0.00%
Medicare Advantage for DetermaRx [Member]
Concentration risk, percentage27.00%0.00%
Medicare Advantage for DetermaRx [Member] | Accounts Receivable [Member]
Concentration risk, percentage38.00%0.00%
[1]Less than 10%

Commitments and Contingencies_2

Commitments and Contingencies (Details Narrative)Dec. 23, 2019USD ($)ft²Mar. 31, 2021USD ($)
Other Commitments [Line Items]
Payments due to the lanlord for early cancellation $ 297,000
Severance accrual900,000
Laboratory Equipment [Member]
Other Commitments [Line Items]
Payment obligation amount382,000
Office Lease Agreement [Member]
Other Commitments [Line Items]
Area of land | ft²26,800
Payments for rent $ 61,640
Payments of tenant improvement allowance $ 1,340,000
Percentage of administrative fee paid on original cost of equipment1.50%
Security deposit $ 150,000
Line of credit $ 1,700,000
Office Lease Agreement [Member] | Landlord [Member]
Other Commitments [Line Items]
Interest rate on lease agreement4.00%
Payments of tenant improvement allowance1,100,000
Office Lease Agreement [Member] | Monthly Rent [Member]
Other Commitments [Line Items]
Interest rate on lease agreement3.50%
Obligated to pay expenses and taxes percentage43.70%
Office Lease Agreement [Member] | First Ten Calendar [Member]
Other Commitments [Line Items]
Interest rate on lease agreement50.00%
Laboratory Agreement [Member]
Other Commitments [Line Items]
Payment obligation amount $ 450,000
Lease expiration periodSep. 29,
2021
Razor's Laboratory Agreement [Member]
Other Commitments [Line Items]
Lease expiration periodMar. 31,
2023

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Operating and Financing Lease (Details) - USD ($) $ in Thousands3 Months Ended
Mar. 31, 2021Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Operating cash flows from operating leases $ 220 $ 78
Operating cash flows from financing leases10 3
Financing cash flows from financing leases41 17
Operating lease, including lease acquired in Insight Genetics business combination $ 536

Commitments and Contingencies_3

Commitments and Contingencies - Schedule of Supplemental Balance Sheet Information Related to Operating and Financing Leases (Details) - USD ($) $ in ThousandsMar. 31, 2021Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Operating leases, Right-of-use assets, net[1] $ 3,397 $ 3,397
Operating leases, Right-of-use lease liabilities, current606
Operating leases, Right-of-use lease liabilities, noncurrent3,664
Total operating lease liabilities4,270
Financing Leases, Machinery and equipment, gross537
Financing Leases, Accumulated depreciation(226)
Financing Leases, Machinery and equipment, net311
Current liabilities135
Noncurrent liabilities196
Total financing lease liabilities $ 331
Weighted average remaining lease term, Operating leases6 years
Weighted average remaining lease term, Financing leases2 years 6 months
Weighted average discount rate, Operating leases11.16%
Weighted average discount rate, Financing leases11.34%
[1]Oncocyte recorded certain right-of-use assets and liabilities for operating leases in accordance with ASC 842 (see Notes 5 and 14).

Commitments and Contingencies_4

Commitments and Contingencies - Schedule of Future Minimum Lease Commitments for Operating and Financing Leases (Details) $ in ThousandsMar. 31, 2021USD ($)
Other Commitments [Line Items]
Present value of net minimum lease payments $ 331
Operating Lease [Member]
Other Commitments [Line Items]
2021811
20221,096
20231,000
2024889
2025869
Thereafter1,594
Total minimum lease payments6,259
Less amounts representing interest(1,760)
Less: Tenant Improvement Allowance, net of administrative fee(229)[1]
Present value of net minimum lease payments4,270
Financing Lease [Member]
Other Commitments [Line Items]
2021134
2022124
2023124
2024
2025
Thereafter
Total minimum lease payments382
Less amounts representing interest(51)
Less Tenant Improvement Allowance, net of administrative fee [1]
Present value of net minimum lease payments $ 331
[1]In accordance with ASC 842, a tenant allowance should be included in the measurement of the consideration in the lease agreement at inception and reflected as a reduction to the right-of-use asset and a corresponding reduction to the right-use-liability if the lessee both controls the construction of the tenant improvements and the expects to fully earn all of the tenant allowance. Oncocyte has met both conditions at the inception of the Irvine Lease and has recorded the Tenant Improvement Allowance accordingly. As the cash for the Tenant Improvement Allowance is received from the lessor under the terms of the Irvine Lease, the corresponding right-of-use liability will increase and will be amortized as part of the right-of use asset and liability amortization over the term of the Irvine Lease in accordance with ASC 842. As of March 31, 2021, the lessor had provided $1.1 million of the total $1.3 million Tenant Improvement Allowance, leaving a balance of $0.2 million.

Commitments and Contingencies_5

Commitments and Contingencies - Schedule of Future Minimum Lease Commitments for Operating and Financing Leases (Details) (Parenthetical) $ in Thousands3 Months Ended
Mar. 31, 2021USD ($)
Commitments and Contingencies Disclosure [Abstract]
Payments for tenant improvements $ 1,100
Tenant improvement allowance1,300
Tenant improvement allowance remaining balance $ 200

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in ThousandsApr. 15, 2021Mar. 31, 2021Mar. 31, 2020Feb. 02, 2021Dec. 31, 2020Jan. 31, 2020
Shares issued during the period, value $ 71,746 $ 7,597
Amount of liabilities assumed under merger agreement $ 12,940
Amount of liabilities $ 22,677 $ 21,936
Merger Agreement [Member] | Chronix Biomedical, Inc [Member]
Amount of liabilities $ 8,250
Merger Agreement [Member] | Chronix Biomedical, Inc [Member] | Subsequent Event [Member]
Stock issued during the period591,000
Shares issued during the period, value $ 1,130
Share price per share $ 5.09
Cash $ 4,250
Amount of liabilities assumed under merger agreement2,500
Amount of liabilities4,600
Merger Agreement [Member] | Chronix Biomedical, Inc [Member] | Subsequent Event [Member] | Maximum [Member]
Business combination consideration transferred $ 14,000
Earnout percentage on collections for sales15.00%
Earnout percentage on collections for sale or license75.00%