The information contained in Item 3.02 below is incorporated by
reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

On February 17, 2017, OncoCyte Corporation (OncoCyte) entered
into two forms of Warrant Exercise Agreement (collectively, the
Agreement) with certain holders of OncoCytes warrants issued in
its August 2016 private placement (the Original Warrants). to one
form of the Agreement, holders agreed to cash exercise Original
Warrants to purchase 200,000 shares of OncoCytes common stock
(the Common Stock) at their exercise price of $3.25 per share,
and OncoCyte agreed to issue to each such holder new warrants
(the New Warrants) to purchase an equal number of shares of
Common Stock at an exercise price of $5.50 per share. to the
alternate form of the Agreement, the holder agreed to cash
exercise Original Warrants to purchase 425,000 shares of Common
Stock at the exercise price of $3.25 per share, and OncoCyte
agreed to issue to such holder a New Warrant to purchase one half
of such number of shares of Common Stock at an exercise price of
$3.25 per share. In this alternate form of the Agreement,
OncoCyte also agreed to file with the U.S. Securities and
Exchange Commission a registration statement covering the resale
of the shares of Common Stock issuable upon exercise of the New
Warrant and to keep it continuously effective for up to five
years, subject to conditions set forth in the Agreement. In the
aggregate, OncoCyte received gross proceeds of approximately $2.0
million and issued 412,500 New Warrants to purchase shares of
Common Stock at a weighted average price of $4.34 per share.

The New Warrants have an exercise price of either $3.25 or $5.50
per share of Common Stock, were exercisable upon issuance, and
may be exercised until February 17, 2022.

OncoCyte issued the New Warrants to investors without
registration under the Securities Act of 1933, as amended (the
Securities Act), or applicable state securities laws, in reliance
on the exemptions provided by Section 4(a)(2) of the Securities
Act and Rule 506(b) of Regulation D promulgated thereunder, and
in reliance on similar exemptions under applicable state
securities laws for transactions by an issuer not involving any
public offering. All investors were accredited and no form of
general solicitation or general advertising was used in
connection with the transaction.

The foregoing description of the Agreement and the New Warrants
do not purport to be complete and are qualified in their entirety
by the full text of such documents, which are filed as Exhibits
4.1, 10.1 and 10.2, respectively, to this Current Report and
incorporated by reference into this Item 3.02.

Section 5 – Corporate Governance and Management

Item 5.02 – Compensatory Arrangements of Certain Officers

Executive Compensation

On February 17, 2017, OncoCytes Board of Directors, based on the
recommendation of its Compensation Committee, determined to grant
stock options to certain executive officers, including those
shown in the following table.

The stock options were granted under OncoCytes Employee Stock
Option Plan (the Plan). The options will vest and become
exercisable as follows: 25 percent of the options will vest upon
the executives completion of one year of continuous service as an
OncoCyte executive officer or employee from the date of grant,
and the balance of the options shall vest in 36 equal monthly
installments, commencing on the first anniversary date of the
grant, in each case based upon the executives continued service
as an OncoCyte executive officer or employee.

The options will expire if not exercised 10 years from the date
of grant. However, in the event of termination of the
executive’s employment for any reason other than death or
disability, the options will expire three months following the
termination of employment, and in the event of the executive’s
death or disability, the options will expire if not exercised
within the first year following cessation of employment due to
death or disability, and in each case may be exercisable only up
to the amount vested on the date the executives employment
terminates.

The exercise price of such options is $4.70, the fair market
value of OncoCyte common stock determined in accordance with the
Plan. The options shall be incentive stock options to Section 422
of the Internal Revenue Code, to the extent permitted by the
Code.