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As filed with the Securities and Exchange Commission on July 14, Registration No. Washington, D. FORM S Oncocyte Corporation. Exact name of registrant as specified in its charter. State or other jurisdiction of. Identification No. Irvine, California Mitchell Levine. Chief Financial Officer. Name, address including zip code, and telephone number, including area code, of agent for service. With copies to:. Kandace Watson, Esq. Nazia J. Khan, Esq. Shane Killeen, Esq. San Diego, CA Tel: Approximate date of commencement of proposed sale to the public: From time to time, after the effective date of this registration statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule under the Securities Act of , other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule b under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule c under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a registration statement pursuant to General Instruction I. If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7 a 2 B of Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8 a of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8 a , may determine. The information in this prospectus is not complete and may change. The selling shareholders may not sell these securities pursuant to this registration statement until the registration statement filed with the U. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. We calculated the number of Earnout Shares based on the assumption that the maximum number of shares of our common stock that remains available for issuance pursuant to the Merger Agreement may be issued as earnout payments. The actual number of Earnout Shares issued to those selling shareholders as earnout payments, if any, could be materially less than 7,, shares of common stock depending on a whether and to what extent the applicable future milestones are achieved, b the amount of offsets for certain liabilities of Chronix Biomedical, Inc. Likewise, the actual number of Restructured Shares issued to the selling shareholders as payments for restructured liabilities, if any, could be materially less than , shares of common stock depending on whether Oncocyte elects to pay all or a portion of the restructured liabilities to certain of the selling shareholders in shares of its common stock. As such, Oncocyte will not issue all of the 9,, shares of its common stock registered for resale in the registration statement. This presentation is not intended to constitute an indication or prediction of whether any of the future milestones will be achieved. We will pay the expenses of registering the Resale Shares; however, we will not receive any of the proceeds from the sale of the Resale Shares. The selling shareholders identified in this prospectus may offer the shares from time to time through public or private transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The registration of the Resale Shares on behalf of the selling shareholders, however, does not necessarily mean that any of the selling shareholders will offer or sell their Resale Shares under this registration statement or at any time in the near future. Investing in our common stock involves a high degree of risk. You should consider carefully the risk factors beginning on page 4 of this prospectus before purchasing any of the Resale Shares offered by this prospectus. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July 14, You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the selling shareholders have authorized anyone to provide you with different information. Neither we nor the selling shareholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus, any applicable prospectus supplement or any documents incorporated by reference is accurate as of any date other than the date of the applicable document. Since the respective dates of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed. The following summary highlights some information from this prospectus. It is not complete and does not contain all of the information that you should consider before making an investment decision. We are a molecular diagnostics company focused on developing and commercializing proprietary laboratory-developed tests, or LDTs, to serve unmet medical needs across the cancer care continuum. Our 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. We have prioritized lung cancer as our 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. This new class of drugs modulates the immune response and shows activity in multiple solid tumor types including non-small cell lung cancer, and triple negative breast cancer. We also perform assay development and clinical testing services for pharmaceutical and biotechnology companies. We plan to make the DetermaCNI monitor test available initially as a research tool. Corporate Information. We were incorporated in in the state of California. Our principal executive offices are located at 15 Cushing, Irvine, California Our telephone number is Our website is www. Information contained on, or that can be accessed through, our website, is not, and shall not be deemed to be, incorporated in this prospectus supplement or considered a part thereof. Any investment in our common stock involves a high degree of risk. Our business, financial condition, operating results and prospects are subject to the following material risks as well as those material risks incorporated by reference. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our common stock could decline, and our shareholders may lose all or part of their investment in the shares of our common stock. We are an emerging growth company and a smaller reporting company under U. We may take advantage of these reporting exemptions until we no longer are an emerging growth company. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. A sale of a substantial number of shares of common stock by the selling shareholders may cause the price of our common stock to decline. If our shareholders sell, or the market perceives that our shareholders intend to sell for various reasons, substantial amounts of our common stock in the public market, the price of our common stock may decline. Additionally, such conditions may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. The price of our stock may rise and fall rapidly. The market price of our common stock, like that of the shares of many biotechnology companies, may be highly volatile. The price of our common stock may rise or fall rapidly as a result of a number of factors, including:. Many of these factors are beyond our control. The stock markets in general, and the market for pharmaceutical and biotechnological companies in particular, have been experiencing extreme price and volume fluctuations, which have affected the market price of the equity securities without regard to the operating performance of the issuing companies. Broad market fluctuations, as well as industry factors and general economic and political conditions, may adversely affect the market price of our common stock. We will not receive any proceeds from the sale of the Resale Shares by the selling shareholders pursuant to this prospectus. We are registering the Resale Shares that were, or may be, issued by us to the selling shareholders to permit the resale of these shares of common stock from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the Resale Shares. These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of Forward-looking statements include, among other things, statements about:. We caution our shareholders and other readers not to place undue reliance on such statements. You should read this prospectus and the documents incorporated by reference completely and with the understanding that our actual future results may be materially different from what we currently expect. Our business and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results may materially differ from those contained in any forward-looking statements. You should assume that the information appearing in this prospectus and any document incorporated herein by reference is accurate as of its date only. Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which the statement is made. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All written or oral forward-looking statements attributable to us or any person acting on our behalf made after the date of this prospectus and any applicable prospectus supplement are expressly qualified in their entirety by the risk factors and cautionary statements contained in and incorporated by reference into this prospectus and any applicable prospectus supplement. Unless required by law, we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this prospectus and any applicable prospectus supplement or to reflect the occurrence of unanticipated events. The net proceeds from any disposition of the Resale Shares covered hereby will be received by the selling shareholders. We will not receive any of the proceeds from any such Resale Shares offered by this prospectus. This prospectus relates to the offering of up to 9,, shares of our common stock issued or to be issued to the selling shareholders named herein in connection with our acquisitions of Razor Genomics, Inc. As a result of the acquisition, Razor is now a wholly-owned subsidiary of Oncocyte. The Razor Resale Shares were issued to the former shareholders of Razor without registration under the Securities Act in reliance on an exemption from registration under Section 4 a 2 of the Securities Act and Regulation D promulgated thereunder. However, pursuant to the Merger Agreement, we cannot issue all 7,, Earnout Shares and all , Restructured Shares because the maximum number of our shares of common stock issuable under the Merger Agreement is 7,, which is inclusive of the Chronix Closing Shares we have already issued. The Earnout Shares have not been earned and have not been issued as of the date of this prospectus. For purposes of this prospectus, we have calculated the number of Earnout Shares based on the assumption that the maximum number of shares of our common stock that remains available for issuance pursuant to the Merger Agreement may be issued as earnout payments. The actual number of Earnout Shares issued to the selling shareholders as earnout payments, if any, could be materially less than 7,, shares of common stock depending on a whether and to what extent the applicable future milestones are achieved, b the amount of offsets for certain liabilities of Chronix, c whether we elect to pay all or a portion of the earnout payments to the selling shareholders in shares of our common stock, and d the actual closing price of our common stock on the trading day immediately preceding the date upon which we publicly announce that a milestone has been satisfied. Similarly, the Restructured Shares have not been issued as of the date of this prospectus, and the actual number of Restructured Shares issued to the selling shareholders as payments for restructured liabilities, if any, could be materially less than , shares of common stock depending on whether we elect to pay all or a portion of the restructured liabilities to certain of the selling shareholders in shares of our common stock. As such, we will not issue all of the 9,, shares of our common stock registered for resale pursuant to this prospectus. This presentation is not intended to constitute an indication or prediction of whether any of the future milestones will be achieved or the future market price of our common stock. Certain Information Concerning the Selling Shareholders. The following table sets forth, based on information provided to us by or on behalf of the selling shareholders or known to us, the names of the selling shareholders, the nature of any position, office or other material relationship, if any, which the selling shareholders have had, within the past three years, with us or with any of our predecessors or affiliates, and the number of shares of our common stock beneficially owned by the selling shareholders before and after this offering. The number of shares owned are those beneficially owned, as determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock that the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. Except as otherwise set forth herein, none of the selling shareholders are a broker-dealer or an affiliate of a broker-dealer. For each selling shareholder listed on the table, we have calculated the maximum number of Resale Shares that could potentially become saleable by such selling shareholder pursuant to this prospectus if such selling shareholder were to receive the maximum number of Earnout Shares and Restructured Shares issuable to such selling shareholder under the Merger Agreement. When those individual amounts are aggregated, it suggests that the total number of Resale Shares saleable pursuant to this prospectus is 9,, However, the total number of Resale Shares saleable pursuant to this prospectus will not exceed an aggregate of 8,, shares because if any of the , Restructured Shares are issued to some of the selling shareholders then the same number of Earnout Shares will be deducted from other selling shareholders, who may receive cash in lieu of shares, because the maximum number of our shares we can issue under the Merger Agreement cannot exceed 7,, shares. F or purposes of calculating the number of Resale Shares saleable pursuant to this prospectus, we have assumed that all of the Resale Shares issued or issuable to the selling shareholders covered by this prospectus are sold and that the selling shareholders acquire no additional shares of common stock before the completion of this offering. However, because the selling shareholders can offer all, some, or none of their Resale Shares, no definitive estimate can be given as to the number of Resale Shares that the selling shareholders will ultimately offer or sell under this prospectus or the number of Resale Shares that will be held by the selling shareholders upon termination of this offering. Ownership of. Common Stock Prior. Stock Saleable. Common Stock After. Number of. State or other jurisdiction of incorporation or organization. Employer Identification No. Title of each class of securities to be registered. Amount to be registered 1 3. Proposed maximum offering price per share 3. Proposed maximum aggregate offering price 3. Amount of registration fee. Common Stock, no par value. The actual number of Earnout Shares issued to the selling shareholders as earnout payments, if any, could be materially less than 7,, shares of common stock depending on a whether and to what extent the applicable future milestones are achieved, b the amount of offsets for certain liabilities of the acquired company, Chronix Biomedical, Inc. Similarly, the actual number of Restructured Shares issued to the selling shareholders as payments for restructured liabilities, if any, could be materially less than , shares of common stock depending on whether the Registrant elects to pay all or a portion of the restructured liabilities to certain of the selling shareholders named in this prospectus in shares of its common stock. As such, the Registrant will not issue all of the 9,, shares of its common stock registered for resale in the registration statement. Pursuant to Rule under the Securities Act, the shares being registered hereunder include an indeterminate number of shares of common stock as may become issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. Common Stock Saleable Pursuant. Percent of. Name of Selling Shareholder 1. Class 2. AMY S. LTD

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