LAW OFFICES
THOMPSON WELCH SOROKO & GILBERT LLP
450 PACIFIC AVENUE, SUITE 200
SAN FRANCISCO, CA 94133-4645
(415) 262-1200
FACSIMILE | |
(415) 262-1212 |
May 28, 2021
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: | OncoCyte Corporation | |
Registration Statement on Form S-3 |
Ladies and Gentlemen:
This letter is being submitted in connection with the filing of a Registration Statement on Form S-3 by OncoCyte Corporation (the “Company”) to register for sale under the Securities Act of 1933, as amended, up to $240,000,000 in aggregate offering price of (a) shares of the common stock, no par value, of the Company (the “Common Stock”), (b) shares of the preferred stock, no par value, of the Company (the “Preferred Stock”), (c) warrants to purchase Common Stock or Preferred Stock (the “Warrants”), and (d) units comprised of one or more of the Common Stock, the Preferred Stock, or the Warrants in any combination (the “Units”). The Common Stock, Preferred Stock, Warrants, Units, and any shares of Common Stock or Preferred Stock included in Units or issuable upon exercise of Warrants or conversion of convertible Preferred Stock are collectively referred to as the “Company Securities”). The Company Securities may be offered for sale from time to time pursuant to prospectus supplements that will be filed with respect to each such offering.
Please direct any questions or comments to the undersigned at 415 298-2171 or by email to rsoroko@twsglaw.com with a copy to the Company’s Chief Financial Officer, Mitchell Levine, at mlevine@oncocyte.com.
Very truly yours, | |
/s/ Richard S. Soroko | |
Richard S. Soroko |