OncoCyte Corporation has entered into definitive securities purchase agreements to issue 5,077,387 shares of common stock, at a purchase price of $2.9164 per share of common stock for gross proceeds $14,807,691.4468 and 340,263 pre-funded warrants to purchase 342,888 shares of common stock at a purchase price of $2.9163 per pre-funded warrant for gross proceeds $992,308.9869, bringing total proceeds to $15,800,000.4337 on April 11, 2024. The private placement is expected to close on or about April 15, 2024, subject to the satisfaction of customary closing conditions. The offer and sale of the securities described above are being offered and sold in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder, and have not been registered under the Act, or applicable state securities laws.