SEC Form 424B3 filed by Oncocyte Corporation

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-279350

PROSPECTUS SUPPLEMENT NO. 1

(to prospectus dated May 23, 2024)

Oncocyte Corporation

5,419,788 Shares of Common Stock

This prospectus supplement amends and supplements the information contained in the prospectus dated May 23, 2024 (the “Prospectus”) covering resale by the selling stockholders named in the Prospectus of up to 5,419,788 shares of common stock, no par value per share (“Common Stock”), consisting of (i) 5,076,900 shares of Common Stock that were issued pursuant to the securities purchase agreement, dated as of April 11, 2024, by and among us and the purchasers named therein (the “Purchase Agreement”), and (ii) 342,888 shares of Common Stock issuable upon the exercise of pre-funded warrants that were issued pursuant to the Purchase Agreement. This prospectus supplement is not complete without, and may not be utilized except in connection with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our common stock is traded on The Nasdaq Capital Market under the symbol “OCX.” On June 3, 2024, the last reported closing sale price of our common stock on The Nasdaq Capital Market was $2.70 per share.

Investing in our securities involves significant risks. Please read the information under the heading “Risk Factors” in the Prospectus beginning on page 4 of the Prospectus, and under similar headings in other documents incorporated by reference into this prospectus supplement and the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if the Prospectus or this prospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is June 4, 2024

EXPLANATORY NOTE

The following section is provided to correct typographical errors of the names of certain selling stockholders and the number of shares of common stock beneficially owned by certain selling stockholders in the selling stockholders table in the Prospectus and supersedes the table appearing under the caption “Selling Stockholders” beginning on page 7 of the Prospectus. We may amend or supplement the information in this prospectus supplement from time to time in the future to update or change the information with respect to the selling stockholders.

SELLING STOCKHOLDERS

The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders upon exercise of the Pre-Funded Warrants, as applicable. For additional information regarding the issuances of those shares of common stock and the Pre-Funded Warrants, see “April 2024 PIPE” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as described below under “Relationships with the Selling Stockholders,” the selling stockholders have not had any material relationship with us within the past three years.

The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholders, based on its ownership of the shares of common stock and Pre-Funded Warrants, as of June 3, 2024, assuming exercise of the Pre-Funded Warrants held by the selling stockholders on that date, without regard to any limitations on exercises.

The fourth column lists the shares of common stock being offered by this prospectus by the selling stockholders.

In accordance with the terms of the Registration Rights Agreement with the selling stockholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling stockholders in the “April 2024 PIPE” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the Pre-Funded Warrants, determined as if such outstanding Pre-Funded Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the Registration Rights Agreement, without regard to any limitations on the exercise of the Pre-Funded Warrants. The fifth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Unless otherwise indicated, all information contained in the table below and the footnotes thereto is based upon information provided to us by the selling shareholders. The percentage of shares owned prior to and after the offering is based on 13,364,637 shares of common stock outstanding as of June 3, 2024. Unless otherwise indicated in the footnotes to this table, we believe that each selling shareholder has sole voting and investment power with respect to the common stock indicated as beneficially owned. Except as otherwise indicated below, based on the information provided to us by the selling shareholders, and to the best of our knowledge, no selling shareholder is a broker-dealer or an affiliate of a broker-dealer.

* Less than 1%