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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ___________ to __________

 Commission
file number 1-37648

Corporation

 (Exact
name of registrant as specified in its charter)

 California

 27-1041563

 (State
 or other jurisdiction

 of
 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

Cushing

 Irvine,
 California 92618

 (Address
of principal executive offices) (Zip Code)

 Registrant's
telephone number, including area code (949) 409-7600

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Common
 Stock, no par value

 OCX

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act:

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

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. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 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 to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes No

 The
approximate aggregate market value of shares of voting common stock held by non-affiliates computed by reference to the price at which
shares of common stock were last sold as of June 30, 2023 was approximately $ 18.8 million. Shares held by each executive officer and
director and by each person who beneficially owns more than 10% of the outstanding common stock have been excluded in that such persons
may under certain circumstances be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination
for other purposes.

 As
of April 3, 2024, there were outstanding 8,273,073
 shares of common stock, no par value.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Portions
of the registrant's Proxy Statement for its 2024 Annual Meeting of Shareholders (the "Proxy Statement"), to be filed with the Securities and Exchange
Commission within 120 days after the end of the fiscal year ended December 31, 2023, are incorporated herein by reference in Part
III of this Annual Report on Form 10-K.

Corporation

 Table
of Contents

 December
31, 2023

 Page

 Number

 Cautionary
 Note Regarding Forward-Looking Statements

 Industry and Market Data

 Part I.

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Part II.

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item
 8.

 Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C.

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Part III.

 Item
 10.

 Directors, Executive Officers, and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accountant Fees and Services

 Part IV.

 Item
 15.

 Exhibits and Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Certain
statements contained herein are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of
1995, including, but not limited to, statements pertaining to future financial and/or operating results, future growth in research,
technology, clinical development, and potential opportunities for Oncocyte, along with other statements about the future
expectations, beliefs, goals, plans, or prospects expressed by management constitute forward-looking statements. Any statements that
are not historical fact (including, but not limited to statements that contain words such as "anticipate,"
"believe," "can," "continue," "could," "estimate," "expect,"
"intend," "may," "plan," "project," "seek," "should,"
"strategy," "target," "will," "would") should also be considered to be
forward-looking statements. Forward-looking statements involve risks and uncertainties, including, without limitation, risks
inherent in the development and/or commercialization of potential products, uncertainty in the results of clinical trials or
regulatory approvals, need and ability to obtain future capital, and maintenance of intellectual property rights. Actual results may
differ materially from the results anticipated in these forward-looking statements and as such should be evaluated together with the
many uncertainties that affect the businesses of Oncocyte, particularly those mentioned in this Annual Report on Form 10-K for the
year ended December 31, 2023 (this "Report") under "Risk Factors". Except as required by law, Oncocyte
undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such
statements.

 The
forward-looking statements include, among other things, statements about:

 the
 timing and potential achievement of future milestones;

 the
 timing and our ability to obtain and maintain coverage and reimbursements from the Centers for Medicare and Medicaid Services and
 other third-party payers;

 our
 plans to pursue research and development of diagnostic test candidates;

 the
 potential commercialization of diagnostic tests currently in development;

 the
 timing and success of future clinical research and the period during which the results of the clinical research will become available;

 the
 potential receipt of revenue from current sales of our diagnostic tests and/or diagnostic tests in development;

 our
 assumptions regarding obtaining reimbursement and reimbursement rates of our current diagnostic tests and/or diagnostic tests in
 development;

 our
 estimates regarding future orders of tests and our ability to perform a projected number of tests;

 our
 estimates and assumptions around the patient populations, market size and price points for reimbursement for our diagnostic tests

 our
 estimates regarding future revenues, operating expenses, and future capital requirements;

 our
 intellectual property position;

 the
 impact of government laws and regulations; and

 our
 competitive position.

 Unless
the context otherwise requires, all references to "Oncocyte," "we," "us," "our," "the
Company" or similar words refer to Oncocyte Corporation, together with our consolidated subsidiaries.

 The
description or discussion, in this Report, of any contract or agreement is a summary only and is qualified in all respects by reference
to the full text of the applicable contract or agreement.

 DetermaIO,
DetermaCNI, and VitaGraft are trademarks of Oncocyte, regardless of whether the "TM" symbol accompanies
the use of or reference to the applicable trademark in this Report.

 INDUSTRY
AND MARKET DATA

 This
Report contains market data and industry forecasts that were obtained from industry publications, third party market research and publicly
available information. These publications generally state that the information contained therein has been obtained from sources believed
to be reliable. While we believe that the information from these publications is reliable, we have not independently verified such information.

 This
Report also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and
other data about our industry. We obtained the industry and market data in this Report from our own research as well as from industry
and general publications, surveys and studies conducted by third parties, some of which may not be publicly available. Such data involves
a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we
operate that are subject to a high degree of uncertainty. We caution you not to give undue weight to such projections, assumptions and
estimates.

 Item
1. Business

 We
are a partner in the healthcare and life science field to researchers and physicians through our development and acquisitions of
proprietary molecular technologies in the fields of oncology and transplantation. Through a series of acquisitions, we have built a
portfolio of differentiated content with utility in well-established clinical and research markets.

 With
the increased adoption of precision medicine, healthcare providers are relying on advanced testing to identify patients who will
benefit from new, targeted treatments and therapies that are more effective and often have fewer side effects than chemotherapy and
other traditional treatments. In addition to identifying these individualized treatment options, researchers and healthcare
providers are looking to new technologies to rapidly identify when medical or therapeutic interventions are necessary. We are
leveraging our experience in oncology and transplantation to develop and commercialize diagnostic testing at our licensed and
accredited laboratory as well as focusing on the development of distributable kitted formats of these technologies so that researchers may study how these tests can be further utilized in other types of cancers.
Commercialization of these products, which are intended to be sold for research purposes in the United States and labeled "For
Research Use Only" ("RUO"), is expected to occur through a mix of direct sales, partnering and distribution
agreements, and licensing.

 We
have a laboratory and pharma services lab, certified under the Clinical Laboratory Improvements Amendment ("CLIA") and
accredited by the Collage of American Pathologists ("CAP"), in Nashville, Tennessee, and a research and development lab
in G ttingen, Germany. We may sometimes refer to our technologies as "diagnostic tests." Our laboratory developed
tests ("LDTs") are intended to help support and inform physician decision-making but are not themselves diagnostic or
prescriptive of treatment decisions. They are critical to our ability to carry out our mission to improve patient outcomes by
providing patient specific insights that inform critical provider decisions throughout the patient care journey. We believe that if
clinicians are given the right information and educational tools, they will make the right choices with their patients.

 We believe that the experience of our team with diverse technologies through
our pharma services activities (acquired through Insight Genetics ("Insight")) ("Pharma Services"), strong scientific
integrity regarding evidence generation and innovation mentality, alongside our flexibility in operations and regulatory strategy, will
drive our success, differentiate us from our competition, and are foundational to our future.

 We plan to expand our role in the rapidly evolving healthcare market by
strengthening our positions across our portfolio of capabilities, growing strategic opportunities that drive new business, and differentiating
our unique offerings, capabilities, and financial performance. To do so, we are focusing on executing the technology priorities discussed
below, which have evolved to reflect our operations and strategic vision.

 1. Priorities and Resource Allocation

 Spin-off
of DetermaRx

 As
part of our initial strategy on the broader diagnostic continuum, we launched the DetermaRx test via our majority acquisition of Razor Genomics, Inc. ("Razor") in September 2019. During February 2021, we acquired all outstanding shares of Razor's
common stock which made Razor a wholly-owned subsidiary of Oncocyte.

 In
February 2023, we sold approximately 70% of the issued and outstanding equity interests of Razor to buyers who are experienced in the
development of early-stage lung cancer diagnostics and the provision of gene-expression-based prognostic tests. As part of the same transaction, we transferred to Razor all of the assets and liabilities related to DetermaRx. We continue to retain approximately
30% of the issued and outstanding equity interests of Razor on a fully-diluted basis. For more information regarding this transaction,
see "Management's Discussion and Analysis of Financial Condition and Results of Operations" – "Recent Developments"
– "Razor Genomics Purchase Agreement."

 DetermaRx

 DetermaRx
is the first and only test to predict patient's risk of cancer recurrence following surgery and response to chemotherapy in
early-stage lung cancer, and was our first test to be commercialized and reimbursed by Medicare. DetermaRx serves an unmet clinical
need by helping to guide treatment decisions given the 30-50% mortality rate in patients in the absence of timely chemotherapy
treatment. Prior to our transfer to Razor in February 2023 of all of the assets and liabilities related to DetermaRx, we commercialized and performed DetermaRx testing at a CLIA certified laboratory in Irvine.

 2.
Expand Biomarker Technologies to Drive Advancements for Patient Management – Oncology

 The
field of oncology receives significant investment in research, development, and treatment, yet it remains an area of great unmet medical
need. For patients diagnosed with cancer, immunotherapies, particularly immune checkpoint inhibitors ("ICI's") targeting PD-1 and
PD-L1, help recruit the body's immune system to attack the growing tumor. Current predictive biomarkers, including PD-L1 and Tumor
Mutational Burden ("TMB"), have shown only limited ability to accurately predict which patients will respond to immunotherapy.

 According
to published literature, more than half of PD-L1 positive patients do not respond to immune-checkpoint inhibitors, and 1 in 6 patients
who will respond are missed. ICIs are approved in 16 different tumor types, and it is estimated that 4.1 million patients are eligible
for these drugs worldwide. Pharmaceutical companies are continuing to invest heavily in this space, with hundreds of clinical trials
ongoing, and a number of drugs approved by the U.S. Food and Drug Administration ("FDA"), including pembrolizumab ("Keytruda"), nivolumab ("Opdivo"), atezolizumab ("Tecentriq"),
and Imfinzi.

 Although
ICI treatments can be highly effective in the right patients, ICI's can also have significant side effects which include exacerbation
of latent autoimmune disorders. There is a compelling medical and health economic unmet need for a biomarker that can (i) identify responder
populations missed by current biomarkers, (ii) inform the use of ICI's in combination with traditional cytotoxic chemotherapy, (iii)
support patient stratification clinical trials for next generation immunomodulating therapies, and (iv) provide a reliable measurement
of the tumor immune microenvironment for researchers in biopharma and academia.

 DetermaIO

 Through the acquisition of Insight in January 2020, we expanded our oncology
portfolio to include a novel gene expression-based test called DetermaIO, which assesses the tumor microenvironment and identifies patients
whose immune system is poised to benefit from immunotherapy. DetermaIO measures the expression level of 27 selected genes which are interpreted
through the use of a proprietary algorithm (patent pending) which computes a quantitative score ("IO Score") that incorporates
information from the immune inflammatory infiltrates within and around the tumor combined with information from the wound response surrounding
the tumor.

 We
successfully completed the CLIA Validation of DetermaIO in April 2020 at our laboratory in Nashville, Tennessee. DetermaIO has
demonstrated in multiple clinical studies, including a gold-standard randomized clinical trial (RCT) to provide incremental utility
beyond established biomarkers used to identify patients who will have a response to ICIs. The test has been successfully validated
in four tumor types and across the four major ICIs (Keytruda, Opdivo, Tecentriq and Imfinzi).

 In
the fourth quarter of 2021, this test became available as part of an early access program with leaders in the immuno-oncology
field. A kitted research product format of the underlying technology began proof-of-concept development in the first quarter of
2023.

 DetermaIO
as a Clinically Validated Laboratory Test

 DetermaIO
incorporates measurement of activity of genes expressed in immune effector cells, genes expressed in activated wound response cells,
and in some cases, genes expressed by the tumor itself. It is the measurement of these three signals that we believe distinguishes
DetermaIO from most other approaches. An established threshold is used to classify patients as a likely responder or as a likely
non-responder whose association with response to immune therapy has now been validated in several independent clinical studies in
multiple different cancer types.

 Based
on our projected reimbursable pricing model, we believe that the clinical use of DetermaIO will address a potential $3.0 billion total
addressable market ("TAM") opportunity. The actual TAM for DetermaIO in medical practice will depend upon a variety of factors
including our ability to demonstrate the efficacy and clinical utility of the test, the extent of physician acceptance of the test, whether
the test will be approved for Medicare reimbursement, and, if reimbursement is approved, the actual approved reimbursement price.

 DetermaIO's
"IO Score" as a Biomarker for Further Research

 The
early success of ICIs has stimulated deeper investigation into the mechanism by which tumors evade the immune system which has revealed
a complex interplay between tumor evasion strategies, the activity of immune effector cells and the tissue repair mechanisms that modulate
anti-tumor activity. The balance between signal from the tumor, signals from the inflammatory cells invading the tumor, and signals from
the wound response are now understood to account for resistance to ICI's and are the target of second-generation therapeutic strategies
to overcome resistance.

 We
believe DetermaIO is a direct measure of the status of the tumor immune microenvironment and as such identifies those tumors poised
to respond to the addition of ICI's. We believe that the integration of the signal from the "Hot" component of the
tumor, the "Cold" immune repressive features, and in some cases the exclusion of immune cells altogether, an immune
desert, is superior to measuring any of these physiologies alone.

 There
are approximately 3,000 PD-1/PD-L1 targeted therapy clinical trials ongoing that are expected to recruit over 500,000 patients. This
represents a potential $1.0 billion market opportunity for immune-therapy clinical trial services to pharma companies developing ICIs which
could be supported by our laboratory in Nashville, Tennessee or through a future kitted RUO product.

 DetermaCNI

 Therapy
response monitoring is an emerging estimated $6.0 billion clinical opportunity in the United States. The current standard of care,
CT/MRI imaging, can struggle to differentiate between progression and pseudo-progression, where a tumor will appear larger but is
actually a side-effect of the immunotherapy working. Minimally invasive blood-based monitoring technology, like DetermaCNI, provides
physicians a secondary data point to assess the effectiveness of therapy.

 The test converts cell-free DNA ("cfDNA") next-generation sequencing
("NGS") results into a proprietary genome-wide copy number instability ("CNI") score which can be used to monitor
and guide ongoing treatment decisions. This test is differentiated from other monitoring tests in two ways; (i) it does not require tumor
tissue upfront which can be hard or impossible to obtain, and (ii) the test measures copy number variation instead of mutations identified
in a patient's diagnostic biopsy specimen.

 3.
Expand Biomarker Technologies to Drive Advancements for Patient Management – Transplant

 Clinicians have limited options in assessing graft health post-transplantation.
Traditional methods to assess transplant organ damage are imprecise, invasive, and/or inadequate. Donor-derived cell-free DNA ("dd-cfDNA")
is one of the best investigated biomarkers, with an increasing number of clinical validation studies published. Most of these studies
focused on the fractional concentration (percentage) of the total cfDNA in the patients' plasma ("dd-cfDNA(%)"), however,
changes in host cfDNA, which represents the denominator in the percentage calculations, over time adds an additional source of possible
uncertainty. If the denominator (concentration of total cfDNA in plasma) is not constant, or at least does not have a narrow window under
all conceivable clinical conditions, dd-cfDNA(%) values can fluctuate without a change in the value of the relevant analyte dd-cfDNA
being measured. To remove this variable and cause of uncertainty, we have introduced VitaGraft, a test to measure not only the percentage
of dd-cfDNA, but also the absolute quantification dd-cfDNA, expressed as copies/mL.

 VitaGraft

 Through the acquisition of Chronix Biomedical, Inc. ("Chronix"),
we gained access to two patents in the field of the detection and quantification of dd-cfDNA
in patients after organ transplantation. The dd-cfDNA biomarker has been shown to be a very valuable tool to the traditional surveillance
of graft health after transplantation and is currently an estimated $2.0 billion reimbursed market in the United States under a blanket
local coverage determination ("LCD").

 VitaGraft
as a Clinically Validated Laboratory Test

 In October 2021, our patent filing for the use of digital PCR for the quantification of dd-cfDNA was issued by the United States Patent and Trademark Office (the "USPTO"). We successfully
completed the technology transfer of VitaGraft to our laboratory in Nashville, Tennessee in the second quarter of 2022. The assay is analytically
and clinically validated in three major solid organ transplant types (kidney, liver and heart) by peer reviewed international publications.
We received a positive coverage decision from the Molecular Diagnostics Services ("MolDx") for VitaGraft Kidney in August
of 2023, and it became commercially available for ordering in January 2024 through our CLIA Laboratory in Nashville, Tennessee. VitaGraft
Kidney is now broadly available to transplant professionals upon request.

 VitaGraft's
dd-cfDNA Quantification as a Biomarker for Further Research

 Several
questions remain unanswered in transplant graft management and offer interesting areas for research. Among these are, immunosuppression
dosing optimization, the utility of the absolute quantification of dd-cfDNA in long-term management, and the viability of xenograft and
3-D printed organs. To support these and other areas of groundbreaking research, we have initiated the development of a kitted RUO product,
GraftAssure, and a prototype was completed in the fourth quarter of 2023.

 In April 2024, we entered into an agreement to collaborate in the development
and the commercialization of research use only and in vitro diagnostics kitted transplant products. See Note 14, "Subsequent Events,"
to our consolidated financial statements included elsewhere in this Report for additional information.

 4.
Billing, Coverage, and Reimbursement for our Laboratory Tests

 We
are currently in the process of developing and commercializing DetermaIO, VitaGraft and DetermaCNI.

 In
the absence of reimbursement by a health insurance plan or Medicare, patients who would be candidates for the use of our tests may decline
to use our tests, and physicians may be reluctant to prescribe our tests, due to the cost of the test to the patients. Due to this
patient cost factor, revenues from any new cancer test that we market may experience slow growth until the test is approved for reimbursement
by larger payer plans which cover many patients.

 Medicare

 For diagnostics tests, Medicare or the Centers for Medicare & Medicaid
Services ("CMS") reimbursement approval is critical. CMS relies on a network of Medicare Administrative Contractors ("MACs")
to make LCDs approving a test for reimbursement. The MolDx Program was developed by Palmetto GBA (the previous MAC for California) to
identify and establish coverage and reimbursement for molecular diagnostics tests. The program has developed guidelines for the level
of evidence of efficacy required to be obtained through clinical trials. Palmetto, which contracted with CMS to administer the MolDx,
issues LCDs that affect coverage, coding, and billing of many molecular tests and the current MAC for California, Noridian Healthcare
Solutions, LLC, has adopted the coverage policies from Palmetto. MACs also serve as the primary operational contact between the Medicare
Fee-For-Service program, for paying Medicare claims, and approximately 1.5 million health care providers enrolled in the program. Delays
in obtaining MAC approval, or any changes made related to any favorable LCDs, could have a material adverse impact on our business.

 Private
Third-Party Payers

 In
addition to seeking Medicare reimbursement approval, we will seek reimbursement approval from private payers such as health insurance
companies and HMOs. Private payers generally will determine whether to approve a diagnostic test for reimbursement based on the published
results of clinical validity and clinical utility studies, and may base their decision on whether to cover a test, and at what level
to reimburse, on the MAC's LCD. Obtaining private payer medical coverage generally takes twelve to twenty-four
months from the time that sufficient evidence is demonstrated. In the interim we will bill commercial payers and appeal any denials using
the published clinical evidence supporting the utility of the test.

 Reimbursement
rates paid by private third-party payers can vary based on whether the provider is considered to be an "in-network" provider,
a participating provider, a covered provider, an "out-of-network" provider or a non-participating provider. Currently, we
are out-of-network with all commercial payers. While these definitions can vary among payers, an in-network provider usually has a contract
with the payer or benefits provider. Such contract governs, among other things, service-level agreements and reimbursement rates. In
certain instances, an insurance company may negotiate an in-network rate for our testing. An in-network provider may have rates that
are lower per test than those that are out-of-network, and that rate can vary widely. Rates vary based on the payer, the testing type
and often the specifics of the patient's insurance plan. If a laboratory agrees to contract as an in-network provider, it generally
expects to receive quicker payment and access to additional covered patients. However, it is likely that we will initially be considered
an "out-of-network" or non-participating provider by payers who cover the vast majority of patients until we can negotiate
contracts with the payers.

 We
cannot predict whether, or under what circumstances, payers will reimburse for patients for our tests or whether our efforts to appeal
denied claims will be successful. While we have a rigorous process for prior authorization and appeals to overturn denials and to get
contracted with commercial payers, full or partial denial of coverage by payers, or reimbursement at inadequate levels, would have a
material adverse impact on our business and on market acceptance of our tests.

 Billing
and Collection

 Where
there is a private or governmental third-party payer coverage policy in place, we will bill the payer and the patient in accordance with
the established policy. Our efforts in obtaining reimbursement based on individual claims, including pursuing appeals or reconsiderations
of claims denials, could take a substantial amount of time, and bills may not be paid for many months, if at all. Furthermore, if a third-party
payer denies coverage after final appeal, payment may not be received at all.

 Where
there is no coverage policy in place, we will pursue reimbursement on a case-by-case basis. In some cases, if not prohibited by law or
regulation, we may bill physicians, hospitals and other laboratories directly for the services that they order. However, laws and regulations
in certain states prohibit laboratories from billing physicians or other purchasers for testing that they order. Some states may allow
laboratories to bill physicians directly but may prohibit the physician and, in some cases, other purchasers from charging more than
the purchase price for the services, or may allow only for the recovery of acquisition costs, or may require disclosure of certain information
on the invoice. An increase in the number of states that impose similar restrictions could adversely affect us by encouraging physicians
to perform laboratory services in-house or by causing physicians to refer services to other laboratories that are not subject to the
same restrictions. Adoption or expansion of laws and regulations that limit our ability to bill and obtain reimbursement for the full
costs of our services would have a material adverse impact on our business and on market acceptance of our tests.

 Corporate

 We
were incorporated in September 2009 in the state of California. Our principal executive offices are located at 15 Cushing, Irvine, California
92618. Our telephone number is (949) 409-7600. Our website is www.oncocyte.com. Information contained on, or that can be accessed
through, our website, is not, and shall not be deemed to be, incorporated into or be considered a part of this Report.

 Competition

 Our
industry is highly competitive and characterized by rapid technological change. Key competitive factors in our industry include,
among others, the ability to successfully complete clinical studies, the ability to obtain any required regulatory approval, average
selling prices of competing tests, CLIA laboratory capacity and costs, intellectual property and patent rights, and sales and
marketing capabilities. We are an early-stage company with limited resources and operating history and many of our competitors have
substantially more resources than we do, including financial, technical and sales resources. In addition, many of our competitors
have more experience than we have in the development and commercialization of diagnostics. We are also competing with academic
institutions, governmental agencies and private organizations that are conducting research in the field of diagnostics. Our
competition will be determined in part by the potential indications for which our lead test candidates are developed and ultimately
marketed. Additionally, the timing of market introduction of our diagnostic tests or of competitors' tests may be an important
competitive factor.

 The DetermaIO test competes with multiple biomarkers already in clinical
use or in development for predicting response to immunotherapy. The most commonly used clinical tests employed in the immunotherapy response
market are PD-L1 expression testing and TMB. We believe, however, the current standard of care for PD-L1 testing has important limitations.
According to published literature, more than half of PD-L1 positive patients do not respond to immune- checkpoint inhibitors, and 1 in
6 patients who will respond are missed (referred to as a "false negative"). Furthermore, data presented at recent oncology
medical conferences suggests that TMB is not a reliable predictor of immunotherapy response. Further, data presented at the Society for
Immunotherapy of Cancer, suggested that DetermaIO outperformed both PD-L1 and TMB in predicting response to checkpoint inhibitors in patients
with NSCLC. In 2021, we presented data at four major scientific conferences supporting the association of DetermaIO and response to checkpoint
inhibitor therapy and comparing to PD-L1 and TMB. Notably, data presented at both the European Society for Medical Oncology and the San
Antonio Breast Cancer Symposium demonstrated the predictive value of the test.

 DetermaCNI
competes with tumor-informed tests that are on market for treatment monitoring as well as blood-only targeted panels. We believe we are
differentiated from the former in that the test requires no tissue. DetermaCNI is differentiated from targeted approaches because it
assesses changes across the whole genome broadly as opposed to changes in a subset of genes and is applicable in both adjuvant and neo-adjuvant
patient scenarios, versus tests that monitor Minimal Residual Disease which are typically only used when the tumor is removed.

 VitaGraft
competes with multiple other tests from competitors that measure donor derived cell-free DNA. While our competitors have an
established customer base, we believe that through the use of digital PCR, VitaGraft's reduced need for batching to achieve
attractive sample economics, fast turnaround time and native absolute quantification will be differentiators in the marketplace.
Based on our research of customer needs, we believe that this fast turnaround time is critical to inform timely, critical medical
decisions.

 Facilities

 We lease a building located at 15 Cushing in Irvine, California that serves
as our principal executive and administrative offices. We also operate a CLIA certified laboratory in Nashville, Tennessee, and through
the acquisition of Chronix, we also have a research and development facility in G ttingen, Germany, which serves as the
center of excellence for our blood-based monitoring program.

 Materials

 There
is a limited number of manufacturers of molecular testing equipment and related chemical reagents necessary for the provision of our
tests. Additionally, the chemical reagents used with the testing equipment we choose are available only from the equipment
manufacturer. This situation poses a risk to us. If we were to encounter inconsistent results using testing equipment and
reagents from one manufacturer, we would need to switch to testing equipment from a different manufacturer. If issues were to arise
with the testing equipment or with the reagents we are using, causing us to acquire different testing equipment again, we would need
to conduct additional laboratory studies to determine whether our previous test results can be reproduced using the new equipment.
If similar issues were to arise after commercialization of a test, we could experience a disruption for a period of time in
providing the tests to patients and we would lose revenue and potentially market share as a result.

 Patents
and Trade Secrets

 We
rely primarily on patents and contractual obligations with employees and third parties to protect our proprietary rights. We have sought,
and intend to continue to seek, appropriate patent protection for important and strategic components of our proprietary technologies
by filing patent applications in the United States and certain foreign countries. There can be no assurance that any of our patents will
guarantee protection or market exclusivity for our diagnostic tests and diagnostic test candidates. We may also use license agreements
both to access technologies developed by other companies and universities and to convey certain intellectual property rights to others.
Our financial success will be dependent, in part on our ability to obtain commercially valuable patent claims, to protect our intellectual
property rights, and to operate without infringing upon the proprietary rights of others.

 Through our acquisition of Insight in January 2020 and Chronix in April
2021, we obtained exclusive rights to additional intellectual property, including trade secrets, registered trademarks, domain names,
copyrights, issued and reissued patents and pending applications, and software material, and have, since our acquisition of Insight, filed
our own patents to protect DetermaIO.

 Through
our acquisition of Chronix in April 2021, we obtained intellectual property rights to 10 patent families in the field of detection
of cell-free tumor DNA and quantification of donor derived cell-fee DNA, with numerous already issued patents in the United States
and European Union ("EU"), expiring between April 2031 and October 2034. In addition, we obtained trade secrets, registered trademarks,
domain names, copyrights and proprietary software material.

 In
addition to relying on patents, we rely on trade secrets, know-how, continuing technological advancement, and licensing opportunities
to maintain our competitive position. The molecular diagnostics that we are developing use gene expression classifiers or algorithms,
which are mathematical models that weigh the biomarkers to produce a score. We treat the mathematical models as trade secrets. We have
entered into intellectual property, invention, and non-disclosure agreements with our employees, and it is our practice to enter into
confidentiality agreements with our consultants. There can be no assurance, however, that these measures will prevent the unauthorized
disclosure or use of our trade secrets and know-how, or that others may not independently develop similar trade secrets and know-how
or obtain access to our trade secrets, know-how, or proprietary technology.

Risks Related to Obtaining and Enforcing Patent Protection

 Our
patents and patent applications are directed to compositions of matter, formulations, methods of use and/or methods of manufacturing.
The patent positions of pharmaceutical and biotechnology companies, including ours, are generally uncertain and involve complex legal
and factual questions. Our business could be negatively impacted by any of the following:

 The
 claims of any patents that are issued may not provide meaningful protection, may not provide a basis for commercially viable diagnostic
 tests or may not provide us with any competitive advantages;

 Our
 patents may be challenged by competitors or other third parties and, if the third parties are successful in their challenge, the patents
 could be invalidated, permitting third parties to use the patented inventions to compete with us;

 Others
 may have patents that relate to our technology or business that may prevent us from marketing our diagnostic test candidates unless
 we are able to obtain a license to those patents;

 Patent
 applications to which we have rights may not result in issued patents and the information disclosed in those applications could be
 used by our competitors;

 in government regulations or patent laws; and

 We
 may not be successful in developing additional proprietary technologies that are patentable.

 In
addition, others may independently develop similar or alternative technologies, duplicate any of our technologies and, if patents are
licensed or issued to us, design around the patented technologies licensed to or developed by us. Moreover, we could incur substantial
costs in litigation if we have to defend ourselves in patent lawsuits brought by third parties or if we initiate such lawsuits.

 The
United States Supreme Court's decisions in Mayo Collaborative Services v. Prometheus Laboratories, Inc. and Association
for Molecular Pathology v. Myriad Genetics may limit our ability to obtain patent protection on diagnostic methods that merely
recite a correlation between a naturally occurring event and a diagnostic outcome associated with that event. Our cancer diagnostic
tests are based on the presence of certain genetic markers for a variety of cancers. In Mayo Collaborative Services v. Prometheus
Laboratories, Inc., the Supreme Court ruled that patent protection is not available for the simple use of a mathematical
correlation of the presence of a well-known naturally occurring metabolite as a means of determining proper drug dosage. The claims
in the contested patents that were the subject of that decision were directed to measuring the serum level of a drug metabolite and
adjusting the dosing regimen of the drug based on the metabolite level. The Supreme Court said that a patent claim that merely
claimed a correlation between the blood levels of a drug metabolite and the best dosage of the drug was not patentable subject
matter because it did no more than recite a correlation that occurs in nature.

 In
 Association for Molecular Pathology v. Myriad Genetics, the Supreme Court ruled that the discovery of the precise location and
sequence of certain genes, mutations of which can dramatically increase the risk of breast and ovarian cancer, was not patentable. Knowledge
of the gene location and sequences was used to determine the genes' typical nucleotide sequence, which, in turn, enabled the development
of medical tests useful for detecting mutations in these genes in a particular patient to assess the patient's cancer risk. But
the mere discovery of an important and useful gene did not render the genes patentable as a new composition of matter.

 Also,
in Ariosa Diagnostics, Inc. v. Sequenom, Inc., the Federal Circuit ruled that a method for detecting a paternally inherited nucleic
acid of fetal origin performed on a maternal serum or plasma sample from a pregnant female was not patent eligible subject matter under
the framework set forth in Mayo Collaborative Services v. Prometheus Laboratories, Inc. The court examined the elements of the
claim to determine whether the claim contained an inventive concept sufficient to transform the claimed naturally occurring phenomenon
into a patent eligible application and found that the method steps did not support patentability because they used conventional amplification
and detection techniques. Although the claims can be distinguished from the claims at issue in Mayo Collaborative Services v. Prometheus
Laboratories, Inc., the court was bound by the language of the Supreme Court decision to hold Sequenom's claims unpatentable.

 In
 Illumina, Inc. v. Ariosa Diagnostics, Inc., the Federal Circuit reversed and remanded the lower court and found that claims directed
to methods of preparing plasma to isolate extracellular fetal DNA, based on the inventors' discovery that fetal DNA strands in
maternal plasma are relatively short compared to maternal DNA, were directed to patent-eligible subject matter. The majority reasoned
that the claimed methods include process steps that lead to a DNA fraction that is different from the naturally-occurring fraction present
in the mother's blood due to enrichment of cell-free fetal DNA. Thus, the process achieves more than simply observing that fetal
DNA is shorter than maternal DNA or detecting the presence of that phenomenon. The majority noted that the inclusion of specific techniques
for carrying out the steps of the method, illustrated the concrete nature of the claimed process steps. These concrete process steps
were used, not merely to observe the presence of the phenomenon that fetal DNA is shorter than maternal DNA, but to exploit that discovery
in a method for preparation of a mixture enriched in fetal DNA and thus supported a finding of patent eligible subject matter.

 While
the cases discussed above are instructive, the USPTO has also issued guidelines
in light of the Supreme Court decisions indicating that process claims having a natural principle as a limiting step will be evaluated
to determine if the claim includes additional steps that practically apply the natural principle such that the claim amounts to significantly
more than the natural principle itself. Because the diagnostic tests that we are developing combine an innovative methodology with newly
discovered compositions of matter, we are hopeful that this Supreme Court decision will not preclude the availability of patent protection
for our diagnostic tests. However, there is no guarantee that such pending patent applications will issue nor that our existing patents
would survive a challenge in light of the above-referenced case law.

 The
USPTO has also issued multiple Subject Matter Eligibility Updates to provide further guidance in determining subject matter eligibility.
The Subject Matter Eligibility Updates include new Subject Matter Eligibility Examples for the Life Sciences. These examples provide
favorable exemplary subject matter eligibility analysis of hypothetical claims covering diagnostic tests and claims drawn from case law.
This update from the USPTO does not change our opinion on our ability to obtain meaningful patent protection.

 There
is a risk that any patent applications that we file and any patents that we hold or later obtain could be challenged by third parties
and declared invalid or infringing of third-party claims. A patent interference proceeding may be instituted with the USPTO when more
than one person files a patent application covering the same technology, or if someone wishes to challenge the validity of an issued
patent filed before March 16, 2013. At the completion of the interference proceeding, the USPTO will determine which competing applicant
is entitled to the patent, or whether an issued patent is valid. Patent interference proceedings are complex, highly contested legal
proceedings, and the USPTO's decision is subject to appeal. This means that if an interference proceeding arises with respect to
any of our patent applications, we may experience significant expenses and delay in obtaining a patent, and, if the outcome of the proceeding
is unfavorable to us, the patent could be issued to a competitor rather than to us. In addition to interference proceedings, the USPTO
can review issued patents at the request of a third party seeking to have the patent invalidated. Currently an inter partes review proceeding
will allow third parties to challenge the validity, based on issues of novelty and non-obviousness, in view of patents and printed publications,
of an issued patent where there is a reasonable likelihood of invalidity. This means that patents owned or licensed by us may be lost
if the outcome of the review is unfavorable to us.

 Post
Grant Review under the America Invents Act makes available opposition-like proceedings in the United States. As with the USPTO interference
proceedings, Post Grant Review proceedings will be very expensive to contest and can result in invalidation of a recently issued patent.
To invoke a post-grant review, a challenge must be filed within nine months of a patent's issuance or reissuance. Post-grant review
can be sought based on any grounds that can be used to challenge the validity of a patent claim, with the exception of failure to disclose
the best mode. Also, a derivation proceeding may be instituted by the USPTO or an inventor alleging that a patent or application was
derived from the work of another inventor.

 Oppositions
to the issuance of patents may be filed under European patent law and the patent laws of certain other countries. As with the USPTO interference
proceedings, these foreign proceedings can be very expensive to contest and can result in significant delays in obtaining a patent or
can result in a denial of a patent application.

 The
enforcement of patent rights often requires litigation against third party infringers, and such litigation can be costly to pursue. Even
if we succeed in having new patents issued or in defending any challenge to issued patents, there is no assurance that our patents will
be comprehensive enough to provide us with meaningful patent protection against our competitors. Further, should we sue a third-party
infringer for patent infringement, the infringer may assert counter claims and attempt to invalidate some or all of the asserted patent
claims. There is always some risk that such a counter claim could result in invalidation of one or more claims of an asserted patent.

 Government
Regulation

 CLIA—Clinical
Laboratory Improvement Amendments of 1988 and State Regulation

 We expect that DetermaIO, VitaGraft and DetermaCNI will be regulated under
the CLIA as LDTs. In 1988, Congress enacted CLIA, which established quality standards for all laboratories that provide testing services
to ensure the accuracy, reliability and timeliness of patient test results regardless of where the test is performed.

 Under CLIA, a laboratory is defined as any facility that performs laboratory
testing on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease,
or the impairment of, or assessment of health of human beings. Since our laboratory in Nashville, Tennessee meets this definition, CLIA
requires that we hold a certificate applicable to the complexity of the categories of testing we perform and that we comply with certain
standards. Laboratories performing high complexity testing are required to meet more stringent requirements than laboratories performing
less complex tests. CLIA regulations require clinical laboratories like ours to comply with various operational, personnel, facilities
administration, quality, and proficiency testing requirements intended to ensure that testing services are accurate, reliable and timely.
CLIA certification is a prerequisite for reimbursement eligibility for services provided to state and federal health care program beneficiaries.
CLIA is user-fee funded. Therefore, all costs of administering the program must be covered by the regulated facilities, including certification
and survey costs. CMS enforces CLIA compliance. CMS granted the CAP Laboratory Accreditation Program deeming authority, which allows CAP
inspection in lieu of a CMS inspection. Our laboratory in Nashville, Tennessee is CLIA-certified and CAP-accredited.

 FDA
Regulation of Diagnostic Tests

 We
have designed, developed, and are validating our tests as LDTs, and consequently, believe our tests are governed under the CLIA regulations,
as administered by CMS, as well as by applicable state laws.

 Historically,
the FDA had exercised enforcement restraint with respect to most LDTs and had not required laboratories that offer LDTs to comply with
FDA requirements for medical devices, such as registration, device listing, quality systems regulations, premarket clearance or premarket
approval, and post-market controls.

 However, in
recent years, the FDA has stated it intends to end its policy of enforcement restraint and begin regulating certain LDTs as medical devices.

 In September 2023, the FDA announced a proposed rule aimed at helping to
ensure the safety and effectiveness of these tests. The proposed rule seeks to amend the FDA's regulations to make explicit that
in vitro diagnostics ("IVDs") are devices under the Federal Food, Drug, and Cosmetic Act (the "FD&C Act"),
including when the manufacturer of the IVD is a laboratory. Along with this amendment, the FDA is proposing a policy under which the FDA
intends to provide greater oversight of LDTs through a phaseout of its general enforcement discretion approach for most LDTs.

 In October 2023, the FDA published a proposed rule entitled "Medical
Devices; Laboratory Developed Tests." Following publication of the proposed rule, the FDA received requests for an extension of
the comment period. After considering the requests and other factors, including the extensive background of public comment on this topic
and the public health benefits of proceeding expeditiously, the FDA determined to proceed with the standard 60-day comment period. As
stated in the notice of proposed rulemaking, comments on the proposed rule must have been submitted to the docket by December 4, 2023.

 This
rulemaking would amend the definition of "in vitro diagnostic products" in FDA regulations to state that IVDs are devices
under the FD&C Act "including when the manufacturer of these products is a laboratory." In conjunction with this amendment,
the FDA is also proposing a policy under which the FDA intends to phase out its general enforcement discretion approach for LDTs so that
IVDs manufactured by a laboratory would generally fall under the same enforcement approach as other IVDs. The FDA has also made a preliminary
determination that the general enforcement discretion approach should be phased out in a manner that accounts for the level of public
health concern and the importance of avoiding undue disruption to the testing market, including undue disruption to the provision of
care. Therefore, the FDA is proposing a gradual phaseout to occur in stages over a total period of four years. The FDA anticipates that
this phaseout policy should ultimately enable IVDs offered as LDTs that are supported by sound science to remain on the market. The FDA
also recognizes that some IVDs may need to come off the market, because, for example, the IVD cannot meet applicable requirements under
the FD&C Act and its implementing regulations, or the laboratory chooses not to invest resources to meet those requirements.

 While
the FDA's general enforcement discretion approach has been focused on LDTs, the FDA is proposing a broader scope for the
phaseout policy. Specifically, the FDA is proposing to apply the phaseout policy to IVDs that are manufactured and offered as LDTs
by laboratories that are certified under CLIA and that meet the regulatory requirements under CLIA to perform high complexity
testing, even if those IVDs do not fall within the FDA's traditional understanding of an LDT because they are not designed,
manufactured, and used within a single laboratory. Throughout this preamble, these IVDs are referred to as "IVDs offered as
LDTs." The FDA is proposing this scope because it recognizes that not all laboratories have understood the limited nature of
the FDA's general enforcement discretion approach and have been offering IVDs based on the approach even when they do not fit
what the FDA generally considers to be an LDT. As previously discussed, the FDA has made a preliminary determination to structure
the phaseout in a way that avoids undue disruption to the testing market. This is important even for certain IVDs currently on the
market that do not fall within the scope of the FDA's general enforcement discretion approach. The FDA notes that the
manufacturing of test components outside of a laboratory—for example, when the same entity owns both the laboratory and a
manufacturing facility separate from the laboratory—does not fall within the FDA's general enforcement discretion
approach. The FDA's approach has long been specific to laboratory development (e.g., 61 FR 10484 ("in-house developed
tests have not been actively regulated by the Agency") (describing an LDT as an IVD that is "designed, manufactured, and
used within a single laboratory"). The proposed phaseout policy would not change the FDA's longstanding expectation that
IVD manufacturing activities occurring outside of a CLIA-certified laboratory comply with applicable device requirements. The FDA
has structured the phaseout policy to contain five key stages:

 Stage
 1: End the general enforcement discretion approach with respect to MDR requirements and correction
 and removal reporting requirements one year after FDA publishes a final phaseout policy, which
 FDA intends to issue in the preamble of the final rule.

 Stage
2: End the general enforcement discretion approach with respect to requirements other than MDR, correction and removal reporting, quality
system ("QS"), and premarket review requirements two years after FDA publishes a final phaseout policy.

 Stage
 3: End the general enforcement discretion approach with respect to QS requirements three years
 after FDA publishes a final phaseout policy.

 Stage
 4: End the general enforcement discretion approach with respect to premarket review requirements
 for high-risk IVDs three and a half years after FDA publishes a final phaseout policy, but not before
 October 1, 2027.

 Stage
 5: End the general enforcement discretion approach with respect to premarket review requirements
 for moderate risk and low risk IVDs (that require premarket submissions) four years after FDA
 publishes a final phaseout policy, but not before April 1, 2028.

 Although
the FDA is proposing this broader scope for the phaseout policy, it does not intend to sweep in certain tests that were excluded from
the general enforcement discretion approach, as reflected in compliance patterns, multiple public FDA actions and communications, or
both.

 If
the FDA is successful with their rulemaking or other means, and ultimately regulates certain LDTs, our tests may be subject to certain
additional regulatory requirements. Complying with the FDA's requirements can be expensive, time-consuming, and subject us to significant
or unanticipated delays. Insofar as we may be required to obtain premarket clearance or approval to perform or continue performing an
LDT, we cannot assure that we will be able to obtain such authorization. Even if we obtain regulatory clearance or approval where required,
such authorization may not be for the intended uses that we believe are commercially attractive or are critical to the commercial success
of our tests. As a result, the application of the FDA's requirements to our tests could materially and adversely affect our business,
financial condition, and results of operations.

 Notwithstanding
the FDA's current position with respect to oversight of our tests, we will engage with FDA for guidance on the data expectations
for our tests, where appropriate and pursue FDA pre-market review for our current tests and tests we may offer in the future, if we determine
that doing so would be appropriate from a strategic perspective.

 In addition, Congress has considered a number of legislative proposals
in recent years that would amend the regulatory framework for LDTs, including, among other requirements, FDA premarket review of certain
LDTs. On June 24, 2021, bi-partisan members of both the House and Senate re-introduced the Verifying Accurate, Leading-edge IVCT Development
("VALID") Act, which features a precertification program. The term IVCT refers to in vitro clinical tests, a category that
comprises both test kits and lab-developed tests. The VALID Act includes precertification proposed by the FDA, a process through which
diagnostic developers could receive premarket approval or clearance for one test representative of a group of tests using the same technology
and have other elements in common. Approval of that representative test would pre-certify other tests in the group and allow the lab to
launch them without premarket review. The VALID Act would also create a new system for labs and hospitals to use to submit their tests
electronically to the FDA for approval, which is aimed at reducing the amount of time it takes for the agency to approve such tests, and
establish a new program to expedite the development of diagnostic tests that can be used to address a current unmet need for patients.
The introduced VALID Act also includes specific language designed to address public health emergencies, including COVID-19. If enacted,
the impact of the VALID Act will be minimal for IVD manufacturers because of the alignment between the VALID Act and existing medical
device statutory and regulatory requirements and the fact that such requirements have been enforced for IVD manufacturers for decades;
however, it will have a significant impact on clinical laboratories as laboratories will need to comply with many new requirements, including:
registration and listing with the FDA; quality requirements; investigational studies; premarket review and approval; adverse event reporting;
and corrections and removals (recalls). While the VALID Act outlines a framework for these elements (among others), the law, if enacted,
would direct the FDA to promulgate regulations and issue guidance documents within two years of its enactment, and establishes an effective
date for the new IVCT regulatory system as four years after enactment, giving clinical laboratories and others ample opportunity to participate
in shaping and preparing for the new IVCT regulatory program.

 In May 2021, Senator Rand Paul re-introduced a bill, called the Verified
Innovative Testing in American Laboratories ("VITAL") Act of 2021, which strikes a counterpoint to the proposed VALID Act.
The VITAL Act seeks to update existing federal lab standards under the CLIA, specifically stating that all aspects of lab-developed testing
procedures would be regulated by the U.S. Health and Human Services Secretary under the Public Health Services Act, and that no aspects
of lab-developed testing procedures would be regulated under the FD&C Act, including during a public health emergency.

 We
cannot predict whether the either the VALID Act or the VITAL, Act as proposed, or any modified version of either act will be enacted
into law.

 We
cannot be certain as to which of our tests, if any, would require FDA approval or clearance under any of the proposed frameworks and,
if required, that our tests could obtain such approval or clearance. Failure to comply with applicable FDA regulatory requirements may
trigger a range of enforcement actions by the FDA including warning letters, civil monetary penalties, injunctions, criminal prosecution,
recall or seizure, operating restrictions, partial suspension or total shutdown of operations, and denial of or challenges to applications
for clearance or approval, as well as significant adverse publicity.

 International
Regulations

 The
EU has adopted the EU in vitro Diagnostics Regulation (the "EU IVDR"), which imposes stricter requirements for the
marketing and sale of in vitro diagnostics products (as compared to the predecessor in vitro Diagnostics Directive), including in
the areas of clinical evaluation requirements, quality systems, economic operators and post-market surveillance. Manufacturers of
currently marketed in vitro diagnostics products had until May 2022 to meet the requirements of the EU IVDR, though the EU Council
and Parliament signed an amendment that delays certain previously mandated deadlines to allow more time for Notified Body of EU
countries to manage the entire portfolio of IVD products on the European market.

 In addition, Russia has enacted more stringent medical product registration
and labeling regulations, China has enacted stricter labeling requirements, and we expect other countries, such as Brazil and India, to
impose more regulations that impact our product registrations. The United Kingdom's ("UK") withdrawal from the EU is
resulting in additional regulatory requirements associated with goods manufactured and sold in the UK and additional complexities and
delays with respect to goods, raw materials and personnel moving between the UK and the EU. In addition, new government administrations
may interpret existing regulations or practices differently. Due to these evolving and diverse requirements, we face uncertain product
approval timelines, additional time and effort to comply, as well as the potential for reduced sales and/or fines for noncompliance.

 State
Laboratory Licensing

 In
addition to federal certification requirements of laboratories under CLIA, we are required to maintain licensure under Tennessee law
for our laboratory in Nashville, Tennessee. State laws generally include standards for the day-to-day operation of a clinical reference
laboratory, including the training and skills required of personnel and quality control. In addition, those laws often mandate proficiency
testing, which involves testing of specimens that have been specifically prepared for the laboratory.

 Some
states require licensure of out-of-state laboratories that accept specimens from those states (i.e. Pennsylvania, Rhode Island, Maryland
and California). Our laboratories will need to pass various state inspections in order to get licensed to provide LDTs in each of state
that requires licensure. CLIA provides that a state may adopt laboratory regulations that are more stringent than those under federal
law, and two states, New York and Washington, have met that standard and therefore substitute for the federal CLIA program. In addition,
some, but not all, states require a separate state license or permit, which must be obtained in addition to a CLIA certificate, and some
states require a laboratory doing business in that state to be licensed even if the laboratory is located in another state.

 Our laboratory in Nashville, Tennessee is licensed by the appropriate state
agencies in the states in which we do business, if such licensure is required. If our laboratory is out of compliance with state laws
or regulations governing licensed laboratories, a state may impose penalties, which penalties vary from state to state but may include
suspension, limitation, revocation or annulment of the license, assessment of financial penalties or fines, or imprisonment. We believe
that we are in material compliance with all applicable licensing laws and regulations applicable to us.

 We
may become aware from time to time of certain states that require out-of-state laboratories to obtain licensure to accept specimens from
patients within the state. If we identify any other state with such requirements, or if we are contacted by any other state advising
us of such requirements, we intend to follow all instructions from the state regulators regarding compliance with such requirements.

 International
Laboratory Licensing

 We
also maintain laboratory operations in Germany and could expand our laboratory operations to other foreign jurisdictions. Therefore,
we are subject to laboratory quality regulations and accreditation standards in Germany, and will be subject to such regulations and
standards in any other jurisdictions where we may operate or accept samples from. These requirements may vary by jurisdiction and differ
from those in the United States, and may require us to implement additional compliance measures. We believe that we are in material compliance with all applicable licensing laws and regulations applicable to us.

 Regulation
of Research Use Only Products

 Some
of our product development projects are intended to be sold for research purposes in the U.S., and labeled "For Research Use Only" or "for molecular biology applications." RUO refers to devices that are in the laboratory phase of development, while
investigational use only, or IUO, refers to devices that are in the product testing phase of development. These types of devices are
exempt from most regulatory controls pursuant to long-standing FDA guidance on RUO/IUO products. These products are exempt from FDA's
premarket review and other requirements as long as they are not promoted for clinical diagnostic use, and Oncocyte does not provide technical
assistance to clinical laboratories with respect to these tests. If FDA were to disagree with our designation of any of these products,
we could be forced to obtain the appropriate regulatory clearances or approval prior to commercialization.

 Regulation
of In Vitro Diagnostics

 In
the future, we may elect to develop IVDs, which are regulated by the FDA as medical devices. Medical devices marketed in the United States
are subject to the regulatory controls under CLIA, the FD&C Act, and regulations adopted by the FDA. Some
requirements, known as premarket requirements, apply to medical devices before they are marketed, and other requirements, known as post-market
requirements, apply to medical devices after they are marketed.

 The
particular premarket requirements that must be met to market a medical device in the United States will depend on the classification
of the device under FDA regulations. Medical devices are categorized into one of three classes, based on the degree of risk they present.
Devices that pose the lowest risk are designated as Class I devices; devices that pose moderate risk are designated as Class II devices
and are subject to general controls and special controls; and the devices that pose the highest risk are designated as Class III devices
and are subject to general controls and premarket approval.

 A
premarket submission to the FDA will be required for some Class I devices, most Class II devices; and all Class III devices. Most Class
I and some Class II devices are exempt from premarket submission requirements. Some Class I and most Class II devices may be marketed
after a 510(k) premarket notification, while a more extensive Premarket Approval ("PMA") is required to market Class III devices.

 Until
regulatory requirements are finalized by the FDA or required by any new legislation are phased in, our current LDTs will not require
FDA filing before launch and we will continue to follow the CLIA certification and inspection pathway for certain products, as determined
by our portfolio strategy.

 If the new requirements are phased in, or if we elect to develop IVDs,
our future screenings diagnostics may require a 510(k) submission or a PMA application to the FDA. In a 510(k) submission, the device
sponsor must demonstrate that the new device is "substantially equivalent" to a predicate device in terms of intended use,
technological characteristics, and performance testing. A 510(k) requires demonstration of substantial equivalence to another device that
is legally marketed in the United States. Substantial equivalence means that the new device is at least as safe and effective as the predicate.
A device is substantially equivalent if, in comparison to a predicate it (a) has the same intended use as the predicate and has the same
technological characteristics as the predicate; or (b) has the same intended use as the predicate, has different technological characteristics,
and the information submitted to the FDA does not raise new questions of safety and effectiveness, and is demonstrated to be at least
as safe and effective as the legally marketed predicate device.

 A
claim of substantial equivalence does not mean the new and predicate devices must be identical. Substantial equivalence is established
with respect to intended use, design, energy used or delivered, materials, chemical composition, manufacturing process, performance,
safety, effectiveness, labeling, biocompatibility, standards, and other characteristics. A device may not be marketed in the United States
until the submitter receives a letter declaring the device substantially equivalent. If the FDA determines that a device is not substantially
equivalent, the applicant may resubmit another 510(k) with new data, or request a Class I or II designation through the FDA's de
novo process that allows a new device without a valid predicate to be classified into Class I or II if it meets certain criteria,
or file a reclassification petition, or submit a PMA.

 A
new 510(k) submission is required for changes or modifications to an existing approved device, where the modifications could significantly
affect the safety or effectiveness of the device or the device is to be marketed for a new or different indication for use.

 A
PMA for Class III devices is the most stringent type of premarket submission. Before the FDA approves a PMA, the sponsor must provide
valid scientific evidence demonstrating reasonable assurance of safety and effectiveness for the device's intended use.

 Health
Insurance Portability and Accountability Act and Other Data Privacy and Security Laws

 Under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"),
as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 ("HITECH"), the U.S. Department
of Health and Human Services ("HHS") has issued regulations to protect the privacy and security of protected health information
("PHI") and to address breach notification requirements. HIPAA also regulates standardization of data content, codes and formats
used in health care transactions and standardization of identifiers for health plans and providers. Penalties for violations of HIPAA
regulations include civil and criminal penalties.

 The
HIPAA privacy regulations cover the use and disclosure of PHI by covered entities as well as business associates, which are persons or
entities that perform certain functions for or on behalf of a covered entity that involve the creation, receipt, maintenance, or transmittal
of PHI. Business associates are defined to include a subcontractor to whom a business associate delegates a function, activity, or service,
other than in the capacity of the business associate's workforce. As a general rule, a covered entity or business associate may
not use or disclose PHI except as permitted or required under the privacy regulations. The privacy regulations also set forth certain
rights that an individual has with respect to his or her PHI, including rights to access or amend certain records, to request restrictions
on the use or disclosure of PHI, or to request an accounting of disclosures of his or her PHI.

 Covered
entities and business associates must also comply with HIPAA's security regulations, which establish minimum requirements for
safeguarding the confidentiality, integrity, and availability of PHI that is electronically transmitted or electronically stored. In
addition, HITECH established, among other things, certain breach notification requirements with which covered entities and business
associates must comply. In particular, a covered entity must notify any individual whose unsecured PHI is breached according to the
specifications set forth in the breach notification rule. A covered entity must also notify the Secretary of the HHS and, under
certain circumstances, the media of a breach of unsecured PHI.

 CMS
and the Office of Civil Rights issued a final rule in February 2014 to amend both the HIPAA and CLIA regulations. The final rule amended
the HIPAA privacy rule to remove the CLIA laboratory exceptions, and as a result, HIPAA-covered laboratories are now required to provide
individuals, upon request, with access to their completed test reports. Under the 2014 rule, CLIA laboratories and CLIA-exempt laboratories
may provide copies of a patient's completed test reports that, using the laboratory's authentication process, can be identified
as belonging to that patient. These changes to the CLIA regulations and the HIPAA Privacy Rule were intended to provide individuals with
a greater ability to access their health information. CLIA laboratories must create and maintain policies, procedures, and other documentation
necessary to inform patients of the right to access laboratory test reports and how to exercise that right. In December 2020, aiming
to remove regulations that impede communication and data exchange between providers and health plans and expand individuals' rights
to access their own digital health information, HHS proposed further changes to the HIPAA privacy rule. The public comment period for
these most recently proposed updates to the HIPAA Privacy Rule closed on May 6, 2021, and the final, updated HIPAA Privacy Rule is expected
to be published in the Federal Register at some point in 2024.

 The HIPAA privacy, security, and breach notification regulations establish
a uniform federal "floor" and do not supersede state laws that are more stringent or provide individuals with greater rights
with respect to the privacy or security of, and access to, their records containing PHI or insofar as such state laws apply to personal
information that is broader in scope than PHI as defined under HIPAA. Thus, in addition to the federal privacy regulations, there are
a number of state laws regarding the privacy and security of health information and personal data that are applicable to clinical laboratories,
and more states are considering these laws. The compliance requirements of these laws, including additional breach reporting requirements,
and the penalties for violation vary widely and new privacy and security laws in this area are evolving. For example, California has implemented
comprehensive privacy laws and regulations. The California Confidentiality of Medical Information Act imposes restrictive requirements
regulating the use and disclosure of health information and other personally identifiable information. In addition to fines and penalties
imposed upon violators, some of these state laws also afford private rights of action to individuals who believe their personal information
has been misused. California's patient privacy laws, for example, provide for penalties of up to $250,000 and permit injured parties
to sue for damages. In addition to the California Confidentiality of Medical Information Act, effective in January 2020, California enacted
the California Consumer Privacy Act of 2018 ("CCPA"). The CCPA established a comprehensive privacy framework for covered businesses
in the State of California, by creating an expanded definition of personal information, establishing new data privacy rights for consumers
imposing special rules on the collection of consumer data from minors, and creating a new and potentially severe statutory damages framework
for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches.
While data subject to HIPAA and federal regulations governing the conduct of clinical trials is exempt from CCPA, certain of our business
activities may be subject to CCPA. The CCPA provides for civil penalties for violations, as well as a private right of action for data
breaches that result from a business' failure to implement and maintain reasonable data security procedures.

 State
laws regarding the privacy and security of personal information are also evolving. For example, in November 2020, California passed
the California Privacy Rights Act ("CPRA") through a ballot initiative. The CPRA created a new California Privacy Protection
Agency, an "independent watchdog" whose mission is both to "vigorously enforce" the CPRA and "ensure that
businesses and consumers are well-informed about their rights and obligations." Among other things, the CPRA created a new category
of "sensitive personal information" and offers consumers the right to limit processing of such information, impose purpose
limitation, data minimization, data retention, and security compliance obligations on regulated businesses, and add or modify the rights
available to consumers, including by providing a right to correct the information a business holds about them. The CPRA's amendments
to the CCPA took effect on January 1, 2023, and generally apply to personal information collected by businesses on or after January 1,
2022. Similarly, Colorado, Connecticut, Utah and Virginia enacted comprehensive state privacy laws that took effect in 2023. Additional
states - including Delaware, Indiana, Iowa, Montana, New Jersey, Oregon, Tennessee, and Texas – have enacted similar comprehensive
state privacy laws that will take effect at various points between 2024 and 2026. In addition, every U.S. state has a data breach notification
law that requires entities to report certain security breaches to affected consumers and, in some instances, state regulators and consumer
reporting agencies. Failure to comply with applicable state laws that impose privacy, security, or breach notification requirements could
result in significant civil or criminal penalties, administrative actions, or private causes of action by individuals, and adversely
affect our business, results of operations and reputation.

 Similar health care and data privacy laws and regulations exist in Europe
and other jurisdictions, including reporting requirements detailing interactions with and payments to healthcare providers and requirements
regarding the collection, distribution, use, security, and storage of personally identifiable information and other data relating to individuals,
including the General Data Protection Regulation ("GDPR"), which went into effect in May 2018. The GDPR applies to any company
established in the European Economic Area ("EEA"), as well as to those outside the EEA, if they collect and use personal data
in connection with the offering of goods or services to individuals in the EEA or the monitoring of their behavior. Companies that must
comply with the GDPR face increased compliance obligations and risk, including more robust regulatory enforcement of data protection requirements
and potential fines for noncompliance of up to 20.0 million or 4% of the annual global revenues of the noncompliant company, whichever
is greater. The GDPR provides that EU and EEA member states may introduce further conditions, including limitations, to the processing
of genetic, biometric or health data, which could limit our ability to collect, use and share personal data, or could cause our compliance
costs to increase, ultimately having an adverse impact on our business. Among other requirements, the GDPR regulates transfers of personal
data subject to the GDPR to third countries that have not been found to provide adequate protection to such personal data, including the
United States, and the efficacy and longevity of current transfer mechanisms between the EU and the United States remains uncertain. For
example, in 2016, the EU and United States agreed to a transfer framework for data transferred from the EU to the United States, called
the Privacy Shield, but the Privacy Shield was invalidated in July 2020 by the Court of Justice of the EU.

 Further, from January 2021, companies have to comply with the GDPR and
also the UK GDPR, which, together with the amended UK Data Protection Act 2018, retains the GDPR in UK national law. The UK GDPR mirrors
the fines under the GDPR, e.g. fines up to the greater of 20.0 million ( 17.5 million) or 4% of global turnover. In June 2021,
the European Commission implemented an adequacy decision enabling data transfers from EU member states to the UK without additional security
measures. However, this adequacy decision includes a so-called "sunset-clause" stipulating that it will expire after four
years, and providing that the European Commission will monitor the UK's legal situation and could intervene at any point if it determines
the UK has deviated from the level of protections in place at the time of the decision. The revocation or expiration of the European Commission's
adequacy decision for the UK could require additional measures to ensure adequate protection and GDPR compliance and may lead to additional
costs and increases our overall risk exposure.

 Physician
Referral Prohibitions

 Under a federal law directed at "self-referral," commonly known
as the Stark Law, there are prohibitions, with certain exceptions, on Medicare and Medicaid payments for laboratory tests referred by
physicians who personally, or through a family member, have a "financial relationship"—including an investment or ownership
interest or a compensation arrangement—with the clinical laboratory performing the tests. Several Stark Law exceptions are relevant
to arrangements involving clinical laboratories, including: (i) fair market value compensation for the provision of items or services;
(ii) payments by physicians to a laboratory for clinical laboratory services; (iii) certain space and equipment rental arrangements that
satisfy certain requirements, and (iv) personal services arrangements that satisfy certain requirements. The laboratory cannot submit
claims to the Medicare Part B program for services furnished in violation of the Stark Law, and Medicaid reimbursements may be at risk
as well. Penalties for violating the Stark Law include the return of funds received for all prohibited referrals, fines, civil monetary
penalties and possible exclusion from the federal health care programs. Many states have comparable laws that are not limited to Medicare
and Medicaid referrals.

 In November 2020, CMS issued a final rule to modernize and clarify the
regulations that interpret self-referral law. The final rule was issued in conjunction with the CMS Patients over Paperwork initiative
and the HHS Regulatory Sprint to Coordinated Care and establishes exceptions to the physician self-referral law for certain value-based
compensation arrangements between or among physicians, providers, and suppliers. It also establishes a new exception for certain arrangements
under which a physician receives limited remuneration for items or services actually provided by the physician; establishes a new exception
for donations of cybersecurity technology and related services; and amends the existing exception for electronic health records items
and services. While the final rule presents significant opportunities for new arrangements, it also necessitates revisions to current
arrangements involving healthcare providers, others involved in the healthcare industry, and patients.

 Corporate
Practice of Medicine

 A
number of states, including California, do not allow business corporations to employ physicians to provide professional services. This
prohibition against the "corporate practice of medicine" is aimed at preventing corporations such as us from exercising control
over the medical judgments or decisions of physicians. The state licensure statutes and regulations and agency and court decisions that
enumerate the specific corporate practice rules vary considerably from state to state and are enforced by both the courts and regulatory
authorities, each with broad discretion. If regulatory authorities or other parties in any jurisdiction successfully assert that we are
engaged in the unauthorized corporate practice of medicine, we could be required to restructure our contractual and other arrangements.
In addition, violation of these laws may result in sanctions imposed against us and/or the professional through licensure proceedings,
and we could be subject to civil and criminal penalties that could result in exclusion from state and federal health care programs.

 Federal
and State Fraud and Abuse Laws

 A
variety of federal and state laws prohibit fraud and abuse. These laws are interpreted broadly and enforced aggressively by various state
and federal agencies, including CMS, the Department of Justice, the Office of Inspector General for HHS, and various state agencies.
In addition, the Medicare and Medicaid programs increasingly use a variety of contractors to review claims data and to identify improper
payments as well as fraud and abuse. These contractors include Recovery Audit Contractors, Medicaid Integrity Contractors and Zone Program
Integrity Contractors. In addition, CMS conducts Comprehensive Error Rate Testing audits, the purpose of which is to detect improper
Medicare payments. Any overpayments identified must be repaid unless a favorable decision is obtained on appeal. In some cases, these
overpayments can be used as the basis for an extrapolation, by which the error rate is applied to a larger universe of claims, and which
can result in even higher repayments.

 The
federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting, receiving, or providing
remuneration, directly or indirectly, to induce or in return for either the referral of an individual, or the furnishing, recommending,
or arranging for the purchase, lease or order of any health care item or service reimbursable, in whole or in part, under a federal health
care program. The definition of "remuneration" has been broadly interpreted to include anything of value, including gifts,
discounts, credit arrangements, payments of cash, ownership interests and providing anything at less than its fair market value. Recognizing
that the Anti- Kickback Statute is broad and may technically prohibit many innocuous or beneficial arrangements within the health care
industry, the Office of Inspector General for HHS has issued a series of regulatory "safe harbors." These safe harbor regulations
set forth certain requirements that, if met, will assure immunity from prosecution under the federal Anti-Kickback Statute. Although
full compliance with these provisions ensures against prosecution under the federal Anti-Kickback Statute, the failure of a transaction
or arrangement to fit within a specific safe harbor does not necessarily mean that the transaction or arrangement is illegal or that
prosecution under the federal Anti-Kickback Statute will be pursued.

 Federal
civil and criminal false claims laws, including the False Claims Act, prohibit any person from knowingly presenting, or causing to be
presented, a false claim for payment to the federal government or knowingly making, or causing to be made, a false statement to get a
false claim paid. Violations of the False Claims Act can result in very significant monetary penalties and treble damages. Over the past
few years, several healthcare companies have been prosecuted under these laws for a variety of alleged promotional and marketing activities,
including without limitation, allegedly providing free trips, free goods, sham consulting fees and grants and other monetary benefits
to prescribers. In addition, the government may assert that a claim including items or services resulting from a violation of the federal
Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act. Most states also have statutes
or regulations similar to the federal anti-kickback law and false claims laws, which apply to items and services reimbursed under Medicaid
and other state programs, or, in several states, apply regardless of the payor.

 Federal
civil monetary penalties laws impose civil fines for, among other things, the offering or transfer of remuneration to a Medicare or state
healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary's selection of a particular
provider, practitioner, or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies.

 The
Eliminating Kickbacks in Recovery Act ("EKRA") specifically targets laboratories, clinics, recovery centers, and other clinical
treatment centers from accepting or paying kickbacks for referrals. EKRA is broader than the federal Anti-Kickback Statute because it
applies to private health insurance plans in addition to the federal health care programs, and it prohibits arrangements that may otherwise
be exempt from liability under the Anti-Kickback Statute's safe harbors, including certain compensation arrangements with laboratory
sales and marketing personnel.

 HIPAA
also created new federal crimes, including health care fraud and false statements relating to health care matters. The health care fraud
statute prohibits knowingly and willfully executing a scheme to defraud any health care benefit program, including private third-party
payers. A violation of this statute is a felony and may result in fines, imprisonment or exclusion from federal health care programs,
such as the Medicare and Medicaid programs. The false statements statute prohibits knowingly and willfully falsifying, concealing or
covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or
payment for health care benefits, items or services. A violation of this statute is a felony and may result in fines, imprisonment or
exclusion from federal health care programs.

 Many
states have laws similar to the federal laws described above, and state laws may be broader in scope and may apply regardless of payer.

 Additionally,
the U.S. Foreign Corrupt Practices Act ("FCPA") prohibits U.S. corporations and their representatives from offering, promising,
authorizing or making payments to any foreign government official, government staff member, political party or political candidate in
an attempt to obtain or retain business abroad. The scope of the FCPA includes interactions with certain healthcare professionals in
many countries. Other countries have enacted similar anti-corruption laws and/or regulations.

 Other
Regulatory Requirements

 Our
laboratory is subject to federal, state and local regulations relating to the handling and disposal of regulated medical waste,
hazardous waste and biohazardous waste, including chemical, biological agents and compounds, blood samples and other human tissue. Typically,
we use outside vendors who are contractually obligated to comply with applicable laws and regulations to dispose of such waste.
These vendors will be licensed or otherwise qualified to handle and dispose of such waste.

 The
Occupational Safety and Health Administration has established extensive requirements relating to workplace safety for health care employers,
including requirements to develop and implement programs to protect workers from exposure to blood-borne pathogens by preventing or minimizing
any exposure through needle stick or similar penetrating injuries.

 In May 2020, the Office of the National Coordinator for Health Information
Technology promulgated final regulations under the authority of the 21st Century Cures Act that impose new conditions to obtain and maintain
certification of certified health information technology and prohibit certain covered actors, including operators of laboratories which
are considered "health care providers" under the final regulation, from engaging in activities that are likely to interfere
with the access, exchange, or use of electronic health information (information blocking). The final regulations further defined exceptions
for activities that are permissible, even though they may have the effect of interfering with the access, exchange, or use of electronic
health information. The information blocking effective date is April 5, 2021. Under the 21st Century Cures Act, health care providers
that violate the information blocking prohibition will be subject to appropriate disincentives, which HHS services has yet to establish
through required rulemaking. Developers of certified information technology and health information networks and health information exchanges,
however, may be subject to civil monetary penalties of up to $1.0 million per violation. The HHS Office of Inspector General has the authority
to impose such penalties and, in July 2023, published a final rule to codify its new authority in regulation, which became effective in
August and September 2023.

 Human
Capital

 As
of December 31, 2023, we employed 46 persons, of which 43 were on a full-time basis and three were on a part-time basis.

 Item
1A. Risk Factors

 Our
business is subject to various risks, including those described below. You should consider the following risk factors, together with
all of the other information included in this Report, which could materially adversely affect our proposed operations, our business prospects,
and financial condition, and the value of an investment in our business. There may be other factors that are not mentioned here or of
which we are not presently aware that could also affect our business operations and prospects.

of Risk Factors

- Risks Related to Our Capital Resources

 We
 may incur significant cash payment and common stock issuance obligations under our agreements arising from our investments in Insight
 and Chronix.

 There is substantial doubt about our ability to continue as a going concern
and management's plans to alleviate this condition may be unsuccessful. We will need to raise additional funding, which may not
be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate
our operations.

 We
 have incurred operating losses since inception, and we do not know if we will attain profitability.

 It
 is likely that we will need to issue additional equity or debt securities in order to raise additional capital needed to pay our
 operating expenses.

- Risks Related to Our Business Operations

 Our
 revenues in the near term will depend on our ability to commercialize a small number of diagnostic tests.

 The
 research and development work we are doing is costly, time consuming, and uncertain as to its results.

 Sales
 of our diagnostic tests could be adversely impacted by the reluctance of physicians to adopt the use of our tests and by the availability
 of competing diagnostic tests.

 We
 have limited capital, marketing, sales, and regulatory compliance resources for the commercialization of our diagnostic tests.

 We
 may face technology transfer challenges and expenses in adding new tests to our portfolio and in expanding our reach into new geographical
 areas on new instrument platforms.

 If
 our laboratory facilities become damaged or inoperable, or we are required to vacate any facility, our ability to provide services
 and pursue our research and development and commercialization efforts may be jeopardized.

 There
 is a limited number of manufacturers of molecular diagnostic testing equipment and related chemical reagents necessary for the provision
 of our diagnostic tests.

 If
 we fail to enter into and maintain successful strategic alliances for diagnostic tests that we elect to co-develop, co-market, or
 out-license, we may have to reduce or delay our diagnostic test development or increase our expenditures.

 We
 may become dependent on possible future collaborations to develop and commercialize many of our diagnostic test candidates and to
 provide the manufacturing, regulatory compliance, sales, marketing and distribution capabilities required for the success of our
 business.

 Our
 business could be adversely affected if we lose the services of the key personnel upon whom we depend.

 Our
 business and operations could suffer in the event of system failures.

 Failure
 of our internal control over financial reporting could harm our business and financial results.

 We
 are subject to laws and regulations governing corruption, which may require us to develop, maintain and implement costly
 compliance programs.

 We
 may undertake strategic acquisitions in the future, and difficulties integrating such acquisitions could damage our ability to achieve
 or sustain profitability.

 We
 are subject to state laws in California that require gender and diversity quotas for boards of directors of public companies headquartered
 in California.

- Risks Related to Our Industry

 Our
 operations as a clinical laboratory are subject to oversight by CMS under CLIA, as well as certain state agencies, and any failure
 to maintain our CLIA or applicable state permits and licenses may affect our ability to commercialize our diagnostic tests.

 If
 the FDA takes the position that any of our tests are not within the scope of its policy on enforcement discretion for laboratory-developed
 tests, or otherwise determines that it will seek to actively regulate one or more of our diagnostic tests, responding to such a regulatory
 position could lead to delays in commercialization, or (if encountered after commercialization) requirements to halt the commercial
 provision of our tests until FDA marketing authorization is obtained.

 We
 will also need to obtain FDA and other regulatory approvals for any IVDs that we may develop, in order to market those IVD tests.

 Clinical
 trial failures can occur at any stage of the testing and we may experience numerous unforeseen events during, or as a result of,
 the clinical trial process that could delay or prevent commercialization of our current or future diagnostic tests.

 The
 commercial success of our diagnostic tests depends on the availability and sufficiency of third-party payer coverage and reimbursement,
 which may be limited or unavailable.

 in healthcare laws and policies may have a material adverse effect on our financial condition, results of operations and cash flows.

 Because
 of certain Medicare billing policies, we may not receive complete reimbursement for tests provided to Medicare patients.

 Long
 payment cycles of Medicare, Medicaid and other third-party payers, or other payment delays, could hurt our cash flows and increase
 our need for working capital.

 Private
 health insurance company policies may deny coverage or limit the amount they will reimburse us for the performance of our diagnostic
 tests.

 We
 will be required to comply with federal and state laws governing the privacy of health information, and any failure to comply with
 these laws could result in material criminal and civil penalties.

 If
 we are successful in commercializing our diagnostic tests, we will be obligated to comply with numerous additional federal and state
 statutes and regulations pertaining to our business and be subject to government oversight and scrutiny for our compliance with such
 laws. Laboratory and health care regulatory compliance efforts are expensive and time-consuming, and failure to maintain compliance
 with applicable laws could result in enforcement action which could be detrimental to our business.

- Risks Related to Intellectual Property

 We
 rely on patents and trade secrets, and our financial success will depend, in part, on our ability to obtain commercially valuable
 patent claims, protect our intellectual property rights and operate without infringing upon the proprietary rights of others.

 We
 may not be able to obtain patent protection for our diagnostic tests if our pending U.S. patent applications are found to be directed
 to unpatentable subject matter.

 to the patent laws in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing
 our ability to protect our diagnostic tests.

 Other
 companies or organizations may challenge our patent rights or may assert patent rights that prevent us from developing and commercializing
 our diagnostic tests.

 If
 we are unable to protect the confidentiality of our trade secrets, the value of our technology could be materially adversely affected,
 and our business would be harmed.

 We
 may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consuming
 and unsuccessful.

 We
 may not be able to enforce our intellectual property rights throughout the world.

 If
 we are sued for infringing intellectual property rights of third parties, such litigation could be costly and time consuming and
 could prevent or delay us from developing or commercializing our diagnostic tests.

 Patent
 terms may be inadequate to protect our competitive position on our diagnostic tests for an adequate amount of time.

- Risks Related to Our Common Stock

 We
 previously identified and remediated a material weakness in our internal control over financial reporting.

 Our
 recently implemented reverse stock split may decrease the liquidity of our common stock and result in higher transaction costs.

 The
 effective increase in the authorized number of shares of our common stock as a result of our reverse stock split could have anti-takeover
 implications and result in further dilution to our existing shareholders.

 Since
 we don't pay dividends, our stock may not be a suitable investment for those needing dividend income.

 Our
 former parent company may sell its Oncocyte shares to raise capital to finance its operations.

 Risks
Related to Our Capital Resources

 We
may incur significant cash payment and common stock issuance obligations under our agreements arising from our investments in Insight
and Chronix.

 Under the Merger Agreement pursuant to which we acquired Insight, as described
in Note 3 to the consolidated financial statements included elsewhere in this Report, we have agreed to pay contingent consideration of
up to $6.0 million in any combination of cash or shares of our common stock if certain milestones related to DetermaIO are achieved (the
"Contingent Consideration"), which consist of (i) a $1.5 million clinical trial completion and data publication milestone,
(ii) $3.0 million for an affirmative final LCD from CMS for a specified lung cancer test, and (iii) up to $1.5 million for achieving certain
CMS reimbursement milestones.

 As
additional consideration for the acquisition of Chronix, we have agreed to pay to holders of other classes and series of Chronix's stock
earnout consideration of (i) 10% of net collections for sales of specified tests and products, until the expiration of intellectual property
related to such tests and products, and (ii) 5% of the gross proceeds received from any sale of all or substantially all of the rights,
titles, and interests in and to Chronix's patents for use in transplantation medicine to such third party.

 To
meet these various cash payment obligations, we may need to sell additional shares of our common stock or other securities to raise the
cash needed, or we may have to divert cash on hand that we would otherwise use for other business and operational purposes which could
cause us to delay or reduce activities in the development and commercialization of our cancer tests. Any shares of common stock or other
securities we sell to raise cash to meet our cash payment obligations will dilute the interests of our common stockholders.

 There is substantial doubt about our ability
to continue as a going concern and management's plans to alleviate this condition may be unsuccessful. We will need to raise additional
funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us
to delay, limit or terminate our operations.

 Our expectation to generate operating losses and negative
operating cash flows in the future and the need for additional funding to support our planned operations raise substantial doubt regarding
our ability to continue as a going concern for a period of one year after the date that the financial statements are issued. See Part
II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital
Resources" of this Report for a discussion of our cash position. Accordingly, we intend to complete additional equity financings
and reduce spending. However, due to several factors, including those outside management's control, there can be no assurance that
we will be able to complete additional equity financings. If we are unable to complete additional financings, management's plans
include further reducing or delaying operating expenses. We have concluded the likelihood that our plan to successfully obtain sufficient
funding from one or more of these sources or adequately reduce expenditures, while reasonably possible, is less than probable. Accordingly,
we have concluded that substantial doubt exists about our ability to continue as a going concern for a period of at least one year from
the date of issuance of these consolidated financial statements.

 Our fundraising efforts to raise additional funding
may divert our management from their day-to-day activities, which may adversely affect our ability to conduct operations. In addition,
we cannot guarantee that financing will be available in sufficient amounts or on terms acceptable to us, if at all. Moreover, the terms
of any financing may adversely affect the holdings or the rights of our shareholders and the issuance of additional securities, whether
equity or debt, by us, or the possibility of such issuance, may cause the market price of our shares to decline. The sale of additional
equity or convertible securities would dilute all of our shareholders. The incurrence of indebtedness would result in increased fixed
payment obligations and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional
debt, limitations on our ability to acquire assets and other operating restrictions that could adversely impact our ability to conduct
our business. We could also be required to seek funds through arrangements with collaborative partners or otherwise at an earlier stage
than otherwise would be desirable, which may result in terms unfavorable to us, any of which may have a material adverse effect on our
business, operating results and prospects.

 In addition to general economic and capital market
trends and conditions, our ability to raise sufficient additional capital to finance our operations from time to time will depend on a
number of factors specific to our operations such as operating revenues and expenses, progress in development of, or in obtaining reimbursement
coverage from Medicare for DetermaIO and other future laboratory tests that we may develop or acquire.

 If we are unable to obtain funding on a timely basis,
or if revenues from collaboration arrangements or financing sources are less than we have projected, we may be required to further revise
our business plan and strategy, which may result in us significantly curtailing, delaying or discontinuing portions or all of our operations,
or may result in our being unable to expand our operations or otherwise capitalize on our business opportunities. As a result, our business,
financial condition and results of operations could be materially affected.

 We
have incurred operating losses since inception, and we do not know if we will attain profitability.

 Since
our inception in September 2009, we have incurred operating losses and negative cash flows and we expect to continue to incur losses
and negative cash flows in the future. Our net losses for the years ended December 31, 2023 and 2022 were $ 27.8
 million and $72.9 million, respectively, and we had an accumulated deficit of $ 289.9
million as of December 31, 2023. We finance our operations primarily through sales of our common stock. There is no assurance that we
will be able to obtain any additional financing that we may need, or that any such financing that may become available will be on terms
that are favorable to us and our shareholders. Ultimately, our ability to generate sufficient operating revenue to earn a profit depends
upon our success in developing and marketing or licensing our diagnostic tests and technology.

 It
is likely that we will need to issue additional equity or debt securities in order to raise additional capital needed to pay our operating
expenses until such time as our revenues are sufficient to finance our operating expenses.

 We
 plan to continue to incur substantial research and development expenses and we anticipate that we will be incurring significant sales
 and marketing costs as we develop and commercialize our diagnostic tests. Our research and development expenses may also increase
 if we work to develop tests for additional types of cancer or for other cancer related diagnostic purposes. The period of time for
 which our current cash and marketable securities will be sufficient to finance our operations will depend on the extent to which
 we expend funds on commercializing our tests and conducting new research and development programs. We will need to raise additional
 capital to pay operating expenses unless we are able to generate sufficient revenues from diagnostic test sales, royalties, and license
 fees to meet our operating expenses.

 Our
 ability to raise additional equity or debt capital will depend not only on the successful completion of development of our diagnostic
 tests and receiving reimbursement approval from Medicare and other third-party payers for those tests, but also will depend on access
 to capital and conditions in the capital markets. Obtaining Medicare reimbursement approval for our diagnostic tests could take two
 to three years, and investors may be reluctant to provide us with additional capital until we obtain Medicare reimbursement approval
 for those tests or until we can demonstrate that private payers such as health insurance companies or HMOs are willing to pay for
 the use of our diagnostic tests at prices sufficient for us to earn a reasonable return on our investments in our diagnostic test
 portfolio. There is no assurance that we will be able to raise capital at times and in amounts needed to finance the development
 and commercialization of our diagnostic tests and general operations. Even if capital is available, it may not be available on terms
 that we or our shareholders would consider favorable.

 Sales
 or other issuances of additional equity securities by us could result in the dilution of the interests of our shareholders.

 Risks
Related to Our Business Operations

 Our
revenues in the near term will depend on our ability to commercialize a small number of diagnostic tests.

 Our
near-term commercial efforts will focus on maximizing the opportunities for VitaGraft and DetermaIO and DetermaCNI. Our reliance on a
small group of diagnostic tests as sources of revenue could limit our future revenue, make it more difficult for us to finance our operations,
and impair our prospects for profitability and growth. DetermaIO and VitaGraft are currently available only in early access for non-clinical
use. We plan to continue development of all three products for clinical and research use. However, there is no assurance that our development
plans for VitaGraft, DetermaIO or DetermaCNI will be successful or that we will be generate sufficient revenues from commercialization
of our diagnostic tests to finance our operations and earn a profit.

 The
research and development work we are doing is costly, time consuming, and uncertain as to its results.

 We
incurred research and development expenses amounting to approximately $9.3 million and
$7.3 million during years ended December 31, 2023 and 2022, respectively. The current focus of our research and development efforts is
the development of DetermaIO, VitaGraft and DetermaCNI. If we are successful in developing a new technology or diagnostic tests for additional
types of cancer, refinement of the new technology or diagnostic tests and definition of the practical applications and limitations of
the technology or diagnostic tests may take years and require the expenditure of large sums of money. There is no assurance that we will
be successful in completing the development of our current diagnostic tests or in developing additional diagnostic tests regardless of
the amount of our expenditures.

 Sales
of our diagnostic tests could be adversely impacted by the reluctance of physicians to adopt the use of our tests and by the availability
of competing diagnostic tests.

 Physicians
and hospitals may be reluctant to try a new diagnostic test due to the high degree of risk associated with the application of new technologies
and diagnostic tests in the field of human medicine, especially if the new tests differ from the current standard of care for detecting
cancer in patients. Competing tests for the initial diagnosis, reoccurrence diagnosis and optimal treatment of cancer are being manufactured
and marketed by established companies and by other smaller biotechnology companies. In order to compete with other diagnostic tests,
particularly any that sell at lower prices, our tests will have to provide medically significant advantages or be more cost effective.
Even if we are able to overcome physician reluctance and compete with products that are currently on the market, our competitors may
succeed in developing new safer, more accurate or more cost-effective diagnostic tests that could render our diagnostic tests and technologies
obsolete or noncompetitive.

 We
have limited capital, marketing, sales, and regulatory compliance resources for the commercialization of our diagnostic tests.

 We
are building our own marketing and sales capability for our diagnostic tests, and are devoting significant financial and management resources
to recruiting, training, and managing our sales force and building a health care regulatory compliance program. However, due to our limited
capital resources, we may need to enter into marketing arrangements with other diagnostic companies for one or more of our tests in domestic
or foreign markets. Under such marketing arrangements we may license marketing rights to one or more of our diagnostic tests to other
diagnostic companies or to one or more joint venture companies that may be formed to market our tests, and we might receive only a royalty
on sales or an equity interest in a joint venture company. As a result, our revenues from the sale of our tests through such arrangements
may be substantially less than the amount of revenues and gross profits that we might receive if we were to market our tests ourselves.

 We
may face technology transfer challenges and expenses in adding new tests to our portfolio and in expanding our reach into new geographical
areas on new instrument platforms.

 Our
plan for expanding our business includes developing and acquiring additional tests that can be transferred into our current lab footprint
in the United States and/or onto molecular testing instrument platforms for distribution in non-U.S. markets. Due to differences in the
hardware and software platforms available at different laboratories for running molecular tests, we may need to make adjustments to the
configuration of the reagents that make up our LDTs in our U.S. laboratory or as we convert them to kits, and there may be changes to the related
software in order for the tests to be performed on particular hardware platforms. Making any such adjustments could take a considerable
amount of time and expense, and there will be no assurance that we will succeed in running our tests on the hardware and software that
we may encounter in different laboratories. To manage this issue and to attain uniformity among our laboratory locations, we may license
or acquire our own instrument system and software from another company that has a platform that will be compatible with our tests. In
addition to acquisition costs, operationally we will have to build out infrastructure for installing a new testing platform across multiple
laboratory locations as well as support functions to help maintain these instrument systems in new customer labs, and we may also encounter
unexpected technology issues in the process.

 If
our laboratory facilities become damaged or inoperable, or we are required to vacate any facility, our ability to provide services and
pursue our research and development and commercialization efforts may be jeopardized.

 We
currently have a clinical laboratory facility in Nashville, Tennessee. We also acquired a laboratory in Germany through merger with Chronix.
Our facilities and equipment could be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, power outages,
wildfires, flooding, hurricanes, droughts and other extreme weather events and changing weather patterns, which are increasing in frequency
due to the impacts of climate change, and may render it difficult or impossible for us to perform our tests for some period of time.
The inability to perform our tests or the backlog of tests that could develop if any of our facilities is inoperable for even a short
period of time may result in the loss of customers or harm to our reputation or relationships with key researchers, collaborators, and
customers, and we may be unable to regain those customers or repair our reputation in the future. Furthermore, our facilities and the
equipment we use to perform our research and development work could be costly and time-consuming to repair or replace.

 Additionally,
a key component of our research and development process involves using biological samples and the resulting data sets and medical histories,
as the basis for our diagnostic test development. In some cases, these samples are difficult to obtain. If the parts of our laboratory
facilities where we store these biological samples are damaged or compromised, our ability to pursue our research and development projects,
commercialization of our diagnostic tests, as well as our reputation, could be jeopardized. We carry insurance for damage to our property
and the disruption of our business, but this insurance may not be sufficient to cover all of our potential losses and may not continue
to be available to us on acceptable terms, if at all.

 Further,
if our laboratories become inoperable, we may not be able to license or transfer our proprietary technology to a third-party, with
established state licensure and CLIA certification under the scope of which our diagnostic tests could be performed following
validation and other required procedures, to perform the tests. Even if we find a third-party with such qualifications to perform
our tests, such party may not be willing to perform the tests for us on commercially reasonable terms. Moreover, we believe our
tests are currently subject to enforcement discretion by the FDA because we believe the tests currently qualify as LDTs. If,
however, we are required to find a third-party laboratory to conduct our testing services, we believe this would change our status
and the FDA would consider such tests offered through a third-party to then be a medical device subject to active FDA regulation and
enforcement under its IVD authorities. In that case, we may be required to obtain premarket clearance or approval prior to offering
our tests, which would be time-consuming and costly and could result in interruptions and delays in our ability to sell or offer our
tests.

 Investors'
expectations of our performance relating to environmental, social and governance factors may impose additional costs and expose us to
new risks.

 There
is an increasing focus from certain investors, employees, regulators and other stakeholders concerning corporate responsibility, specifically
related to environmental, social and governance ("ESG") factors. Some investors and investor advocacy groups may use these
factors to guide investment strategies and, in some cases, investors may choose not to invest in us if they believe our policies
relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies
have increased to meet growing investor demand for measurement of corporate responsibility performance, and a variety of organizations
currently measure the performance of companies on such ESG topics, and the results of these assessments are widely publicized. Investors,
particularly institutional investors, use these ratings to benchmark companies against their peers and if we are perceived as lagging
with respect to ESG initiatives, these investors may engage with us to improve ESG disclosures or performance and may also make voting
decisions, or take other actions, to hold us and our Board of Directors accountable. In addition, the criteria by which our corporate
responsibility practices are assessed may change, which could result in greater expectations of us and cause us to undertake costly initiatives
to satisfy such new criteria. If we elect not to or are unable to satisfy such new criteria, investors may conclude that our policies
with respect to corporate responsibility are inadequate. We may face reputational damage in the event that our corporate responsibility
procedures or standards do not meet the standards set by various constituencies.

 We
may face reputational damage in the event our corporate responsibility initiatives or objectives do not meet the standards set by our
investors, stockholders, lawmakers, listing exchanges or other constituencies, or if we are unable to achieve an acceptable ESG or sustainability
rating from third-party rating services. A low ESG or sustainability rating by a third-party rating service could also result in the
exclusion of our common stock from consideration by certain investors who may elect to invest with our competition instead. Ongoing focus
on corporate responsibility matters by investors and other parties as described above may impose additional costs or expose us to new
risks. Any failure or perceived failure by us in this regard could have a material adverse effect on our reputation and on our business,
share price, financial condition or results of operations, including the sustainability of our business over time.

 Additionally,
developments in climate change regulations are evolving, which may result in higher regulatory, compliance, credit, and reputational
risks and costs. For example, in California, the Climate Corporate Data and Accountability Act ("CCDAA") requires both
public and private U.S. businesses with revenues greater than $1.0 billion doing business in California to report their greenhouse
gas emissions including scopes 1, 2, and 3, beginning in 2026 (for 2025 data) and also requires reporting companies to get
third-party assurance of their reports. Additionally, in California, the Climate-Related Financial Risk Act mandates U.S. businesses
with annual revenues over $500.0 million doing business in California to bi-annually disclose climate-related financial risks and
their mitigation strategies beginning January 1, 2026. Furthermore, in March 2024, the U.S. Securities and Exchange Commission
(the "SEC") announced rules that, among other matters, establish a framework for reporting climate-related risks. As a
result of these additional reporting obligations, which we will have to comply with starting with our disclosures for the year
ending December 31, 2027, we could face increased costs. Separately, the SEC has also announced that it is scrutinizing existing climate-change
related disclosures in public filings, increasing the potential for enforcement if the SEC were to allege our existing climate
disclosures are misleading or deficient.

 There
is a limited number of manufacturers of molecular diagnostic testing equipment and related chemical reagents necessary for the provision
of our diagnostic tests.

 After
encountering inconsistent results using diagnostic testing equipment and reagents from one manufacturer, we switched to diagnostic testing
equipment from a different manufacturer. The chemical reagents used with the diagnostic testing equipment are available only from the
equipment manufacturer. If issues were to arise with the new equipment or if reagents we are using causing us to acquire different diagnostic
testing equipment again, we would need to conduct validation and analytic studies to determine whether our previous test results can
be reproduced using the new equipment. As a result, we could experience delays again in developing our diagnostic tests. If similar issues
were to arise after commercialization of a diagnostic test, we could experience a disruption for a period of time in providing the diagnostic
tests to patients and we would lose revenues and potentially market share as a result.

 If
we fail to enter into and maintain successful strategic alliances for diagnostic tests that we elect to co-develop, co-market, or out-license,
we may have to reduce or delay our diagnostic test development or increase our expenditures.

 In
order to facilitate the development, manufacture and commercialization of our diagnostic tests we may enter into strategic alliances
with diagnostic, pharmaceutical, or medical device companies to advance our programs and enable us to maintain our financial and operational
capacity. We will face significant competition in seeking appropriate alliances. We may not be able to negotiate alliances on acceptable
terms, if at all. If we fail to create and maintain suitable alliances, we may have to limit the size or scope of, or delay, one or more
of our product development or research programs, or we will have to increase our expenditures and will need to obtain additional funding,
which may be unavailable or available only on unfavorable terms.

 If
we are able to enter into development and marketing arrangements with diagnostic, pharmaceutical or medical device companies for our
diagnostic tests, we may license product development, manufacturing, and marketing rights to the pharmaceutical or medical device company
or to a joint venture company formed with the pharmaceutical or medical device company. Under such arrangements we might receive only
a royalty on sales of the diagnostic tests developed or an equity interest in a joint venture company that develops the diagnostic test.
As a result, our revenues from the sale of those diagnostic tests may be substantially less than the amount of revenues and gross profits
that we might receive if we were to develop, manufacture, and market the diagnostic tests ourselves.

 We
may become dependent on possible future collaborations to develop and commercialize many of our diagnostic test candidates and to provide
the manufacturing, regulatory compliance, sales, marketing and distribution capabilities required for the success of our business.

 We
may enter into various kinds of collaborative research and development, manufacturing, and diagnostic test marketing agreements to develop
and commercialize our diagnostic tests. Any future milestone payments and cost reimbursements from collaboration agreements could provide
an important source of financing for our research and development programs, thereby facilitating the application of our technology to
the development and commercialization of our diagnostic tests, but there are risks associated with entering into collaboration arrangements.

 There
is a risk that we could become dependent upon one or more collaborative arrangements for diagnostic test development or manufacturing
or as a source of revenues from the sale of any diagnostic tests that may be developed by us alone or through one of the collaborative
arrangements. A collaborative arrangement upon which we might depend might be terminated by our collaboration partner or they might determine
not to actively pursue the development or commercialization of our diagnostic tests. A collaboration partner also may not be precluded
from independently pursuing competing diagnostic tests or technologies.

 There
is a risk that a collaboration partner might fail to perform its obligations under the collaborative arrangements or may be slow in performing
its obligations. In addition, a collaboration partner may experience financial difficulties at any time that could prevent it from having
available funds to contribute to the collaboration. If a collaboration partner fails to conduct its diagnostic test development, manufacturing,
commercialization, regulatory compliance, sales and marketing or distribution activities successfully and in a timely manner, or if it
terminates or materially modifies its agreements with us, the development and commercialization of one or more diagnostic test candidates
could be delayed, curtailed or terminated because we may not have sufficient financial resources or capabilities to continue diagnostic
test development, manufacturing, and commercialization on our own.

 Failure
to adequately protect, or disputes relating to, trademarks, could harm our business.

 We
cannot be certain that the legal steps we are taking are sufficient to protect our trademark rights or that, notwithstanding legal protection,
others will not infringe or misappropriate our intellectual property rights. In addition, we could come into conflict with third parties
over trademark rights, which could result in disruptive and expensive litigation. Challenges to our trademarks could result in significant
costs related to the prosecution or defense of the registrations of our trademarks or rebranding if we need to abandon or modify a trademark.

 Our
business could be adversely affected if we lose the services of the key personnel upon whom we depend.

 We
presently rely on a small senior management team to direct our diagnostics program and our initial commercial activities. Accordingly,
the loss of the services of one or more of the members of that management team could have a material adverse effect on our business.

 Our
cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail.

 Actual events involving limited liquidity, defaults, non-performance or
other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services
industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have
in the past and may in the future lead to market-wide liquidity problems. For example, in March 2023, the Federal Deposit Insurance Corporation
(the "FDIC") took control of Silicon Valley Bank ("SVB") and created the National Bank of Santa Clara to hold
the deposits of SVB after SVB was unable to continue its operations. In March 2023, the FDIC, U.S. Department of the Treasury, and Board
of Governors of the Federal Reserve System, issued a joint press release stating that all depositors would have access to all of their
money beginning on March 13, 2023. As of December 31, 2023, approximately $1.9 million, or 17%, of our total cash and cash equivalents
and restricted cash are held in accounts with SVB, and we have access to all of the cash held at SVB that is not otherwise restricted.
If we are unable to access all or a significant portion of the amounts we have deposited at financial institutions for any extended period
of time, we may not be able to pay our operational expenses or make other payments until we are able to move our funds to accounts at
one or more other financial institutions, which process could cause a temporary delay in making payments to our vendors and employees
and cause other operational challenges.

 Our
business and operations could suffer in the event of system failures.

 We
depend on information technology and telecommunications systems, including a combination of on-site systems, managed data center systems,
cloud-based systems, and the Internet, for significant elements of our operations, including processing, transmitting, and storing a
wide variety of business-critical information. Despite the implementation of security measures, our internal computer systems and those
of our contractors and consultants are vulnerable to damage from computer viruses, ransomware, unauthorized access, natural disasters,
terrorism, war and telecommunication and electrical failures. Such events could cause interruption of our operations, downtime of our
information technology or telecommunications systems or those used by our third-party service providers, and have an adverse effect on
our business and results of operations. For example, the loss of data for our diagnostic test candidates could result in delays in our
regulatory filings and development efforts and significantly increase our costs. To the extent that any disruption or security breach
results in a loss of or damage to our data, or inappropriate disclosure of confidential or proprietary information, we could incur liability
under federal or state laws, be subject to litigation, and the development of our diagnostic test candidates could be delayed.

 Security
breaches and other disruptions could compromise our information and expose us to liability, and could cause our business and reputation
to suffer.

 In
the ordinary course of business, we collect and store sensitive data, including intellectual property, our proprietary business information
and that of our business partners, PHI, and personally identifiable information of patients and employees. We manage and maintain our
applications and data utilizing a combination of on-site systems, managed data center systems and cloud-based systems. We also communicate
PHI and other sensitive data through our various tools and platforms. In addition to storing and transmitting sensitive data that is
subject to legal protections, these applications and data encompass a wide variety of business-critical information, including research
and development information, commercial information, and business and financial information. The secure processing, maintenance, and
transmission of this information is critical to our operations and business strategy.

 We
face a number of risks relative to protecting our information, including loss of access, inappropriate disclosure, inappropriate modification,
and the risk of our being unable to adequately monitor and modify our controls over our critical information. Despite our security measures,
our information technology and infrastructure are also vulnerable to attacks by hackers, viruses, ransomware or breaches due to employee
error, technical error, malfeasance, or other disruptions.

 These
types of problems may be caused by a variety of factors, including infrastructure changes, intentional or accidental human actions or
omissions, software errors, malware, security attacks, fraud, spikes in customer usage and denial of service issues. From time to time,
large third-party web hosting providers have also experienced outages or other problems that have resulted in their systems being offline
and inaccessible. In addition to data security risks, we also face privacy risks. Should we actually violate, or be perceived to have
violated, any privacy promises we make to patients or consumers, we could be subject to a complaint from an affected individual or interested
privacy regulator, such as the FTC or a state Attorney General. This risk is heightened given the sensitivity of the data we collect.

 Any
problems that may arise in connection with our data and systems, including those that are hosted by third-party providers, could result
in interruptions to our business and operations or exposure to security vulnerabilities. Any such breach or interruption, whether of
our systems or that of our third-party service providers or their subcontractors, could also compromise our networks, and the information
stored there could be accessed, publicly disclosed, lost, or stolen. Any such access, disclosure, theft, or other loss of information
or privacy or security compromise could result in legal claims or proceedings or liability under federal or state laws that protect the
privacy or security of personal information, including HIPAA, HITECH, and state data security and data breach notification laws. Any
data privacy or security event could also disrupt our operations and damage our reputation, any of which could adversely affect our business.

 If
a privacy or security event occurs, we may be required to comply with state breach notification laws and become subject to mandatory
corrective action. Penalties for failure to comply with a requirement of HIPAA or HITECH vary significantly, and, depending on the knowledge
and culpability of the HIPAA-regulated entity, may include civil monetary penalties of up to $1.5 million per calendar year for each
provision of HIPAA that is violated. A person who knowingly obtains or discloses individually identifiable health information in violation
of HIPAA may face a criminal penalty of up to $50,000 and up to one-year imprisonment. The criminal penalties increase if the wrongful
conduct involves false pretenses or the intent to sell, transfer or use identifiable health information for commercial advantage, personal
gain or malicious harm. Penalties for unfair or deceptive acts or practices under the FTC Act or state Unfair and Deceptive Acts and
Practices statutes may also vary significantly.

 Also,
even if we do not incur an interruption of or our operations, fines, penalties, or financial liability to third parties from a security
breach, we could suffer a loss of confidence in our services, which could adversely affect our business and competitive position. A security
event could also result in the compromise of our trade secrets and other proprietary information, which could adversely affect our competitive
position.

 Failure
of our internal control over financial reporting could harm our business and financial results.

 Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in
the United States. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly
reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our consolidated
financial statements; providing reasonable assurance that receipts and expenditures of our assets are made in accordance with management
authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material
effect on the consolidated financial statements would be prevented or detected on a timely basis. Due to its inherent limitations, internal
control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements
would be prevented or detected. Our growth and entry into new diagnostic tests, technologies and markets will place significant additional
pressure on our system of internal control over financial reporting. Any failure to maintain an effective system of internal control over
financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud. Since
we are a smaller reporting company, we are exempt from the requirement of having our internal controls over financial reporting audited
by our independent registered public accountants, which means that material weaknesses or significant deficiencies in our internal controls
that might be detected by an audit may not be detected and remedied.

 We
are subject to laws and regulations governing corruption, which may require us to develop, maintain, and implement costly compliance
programs.

 We
must comply with a wide range of laws and regulations to prevent corruption, bribery, and other unethical business practices, including
the FCPA, anti-bribery and anti-corruption laws in other countries. The creation and implementation
of international business practices compliance programs is costly and such programs are difficult to enforce, particularly where reliance
on third parties is required.

 Anti-bribery
laws prohibit us, our employees, and some of our agents or representatives from offering or providing any personal benefit to covered
government officials to influence their performance of their duties or induce them to serve interests other than the missions of the
public organizations in which they serve. Certain commercial bribery rules also prohibit offering or providing any personal benefit to
employees and representatives of commercial companies to influence their performance of their duties or induce them to serve interests
other than their employers. The FCPA also obligates companies whose securities are listed in the United States to comply with certain accounting
provisions requiring us to maintain books and records that accurately and fairly reflect all transactions of the corporation, including
international subsidiaries, and devise and maintain an adequate system of internal accounting controls for international operations.
The anti-bribery provisions of the FCPA are enforced primarily by the United States Department of Justice. The SEC is involved with enforcement
of the books and records provisions of the FCPA.

 Compliance
with these anti-bribery laws is expensive and difficult, particularly in countries in which corruption is a recognized problem. In addition,
the anti-bribery laws present particular challenges in the medical industry because in many countries including China, hospitals are
state-owned or operated by the government, and doctors and other hospital employees are considered foreign government officials. Furthermore,
in certain countries (China in particular), hospitals and clinics are permitted to sell pharmaceuticals to their patients and are primary
or significant distributors of pharmaceuticals. Certain payments to hospitals in connection with clinical studies, procurement of pharmaceuticals
and other work have been deemed to be improper payments to government officials that have led to vigorous anti-bribery law enforcement
actions and heavy fines in multiple jurisdictions, particularly in the United States and China.

 It
is not always possible to identify and deter violations, and the precautions we take to detect and prevent this activity may not be effective
in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits
stemming from a failure to be in compliance with such laws or regulations.

 In
the medical industry, corrupt practices include, among others, offering or accepting kickbacks, bribes or other illegal gains or benefits
by the hospitals and medical practitioners from manufacturers of pharmaceutical or other products, distributors or their third-party
agents in connection with the prescription of certain pharmaceuticals or sale of products. If our employees, affiliates, distributors
or third-party marketing firms violate these laws or otherwise engage in illegal practices with respect to their sales or marketing of
our products or other activities involving our products, we could be required to pay damages or heavy fines by multiple jurisdictions
where we operate, which could materially and adversely affect our financial condition and results of operations. There have been recent
occurrences in which certain hospitals have denied access to sales representatives from pharmaceutical companies because the hospitals
wanted to avoid the perception of corruption. If this attitude becomes widespread among our potential customers, our ability to promote
our products to hospitals may be adversely affected.

 If
we and our subsidiaries further expand operations internationally, we will need to increase the scope of our compliance programs to
address the risks relating to the potential for violations of the FCPA and other anti-bribery and anti-corruption laws and data
protection laws. Our compliance programs will need to include policies addressing not only the FCPA, but also the provisions of a
variety of anti-bribery and anti-corruption laws in multiple foreign jurisdictions, provisions relating to books and records that
apply to us as a public company, and include effective training for our personnel throughout our organization. The creation and
implementation of anti-corruption compliance programs is costly and such programs are difficult to enforce, particularly where
reliance on third parties is required. Violation of the FCPA and other anti-corruption and data privacy laws can result in
significant administrative and criminal penalties for us and our employees, including substantial fines, suspension or debarment
from government contracting, prison sentences, or even the death penalty in extremely serious cases in certain countries. The SEC
also may suspend or bar us from trading securities on U.S. exchanges for violation of the FCPA's accounting provisions. Even
if we are not ultimately punished by government authorities, the costs of investigation and review, distraction of our personnel,
legal defense costs, and harm to our reputation could be substantial and could limit our profitability or our ability to develop or
commercialize our product candidates. In addition, if any of our competitors are not subject to the FCPA, they may engage in
practices that will lead to their receipt of preferential treatment from foreign hospitals and enable them to secure business from
foreign hospitals in ways that are unavailable to us.

 We
may in the future be subject to litigation, which could harm our stock price, business, results of operations and financial condition.

 We
may be subject to litigation in the future. In the past, following periods of volatility in the market price of their stock, many companies,
including us, have been the subjects of securities class action litigation. Any such litigation can result in substantial costs and diversion
of management's attention and resources and could harm our stock price, business results of operations and financial condition.
As a result of these factors, holders of our common stock might be unable to sell their shares at or above the price they paid for such
shares.

 We
may undertake strategic acquisitions in the future, and difficulties integrating such acquisitions could damage our ability to achieve
or sustain profitability.

 We
may acquire businesses or assets that complement or augment our existing business. If we acquire businesses with promising products or
technologies, we may not be able to realize the benefit of acquiring such businesses if we are unable to move one or more products through
preclinical and/or clinical development to regulatory approval and commercialization. Integrating any newly acquired businesses or technologies
could be expensive and time-consuming, resulting in the diversion of resources from our current business. We may not be able to integrate
any acquired business successfully. We cannot assure that, following an acquisition, we will achieve revenues, specific net income or
loss levels that justify the acquisition or that the acquisition will result in increased earnings, or reduced losses, for the combined
company in any future period. Moreover, we may need to raise additional funds through public or private debt or equity financing to acquire
any businesses, which would result in dilution for stockholders or the incurrence of indebtedness and may not be available on terms which
would otherwise be acceptable to us. We may not be able to operate acquired businesses profitably or otherwise implement our growth strategy
successfully.

 We
are subject to state laws in California that require gender and diversity quotas for boards of directors of public companies headquartered
in California.

 In
September 2018, California enacted SB 826, requiring public companies headquartered in California to maintain minimum female representation
on their boards of directors as follows: by December 31, 2019, public company boards must have a minimum of one female director; by December
31, 2021, public company boards with five members were required to have at least two female directors, and public company boards with
six or more members were required to have at least three female directors. In May 2022, the Los Angeles Superior Court declared SB
826 unconstitutional and, although the California Secretary of State has directed counsel to file an appeal of decision, the State of
California is currently precluded from enforcing SB 826.

 Additionally, in September 2020, California enacted AB 979, requiring public
companies with principal executive offices in California to each have at least one director from an underrepresented community based on
ethnicity and sexual orientation by December 31, 2021. A director from an "underrepresented community" means a director who
self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, Alaska Native,
gay, lesbian, bisexual or transgender. AB 979 required that each of these companies have at least two directors from such underrepresented
communities if such company has more than four but fewer than nine directors, or at least three directors from underrepresented communities
if the company has nine or more directors, by December 31, 2022. In April 2022, the Los Angeles Superior Court declared AB 979 unconstitutional
and, although the California Secretary of State has filed a notice of appeal in the case, the State of California is currently precluded
from enforcing AB 979.

 If
the State of California successfully appeals the court decisions regarding SB 826 or AB 979, we cannot assure that we can recruit, attract
and/or retain qualified members of the board and meet gender or diversity quotas as previously required by SB 826 or AB 979, and our
Board of Directors does not currently satisfy the quota previously required under these regulations. A failure to comply with any such
quota requirement could result in fines from the California Secretary of State, and our reputation may be adversely affected.

 Our
business could be adversely impacted by inflation.

 Inflation
rates, particularly in the United States, have increased recently to levels not seen in years. We may experience inflationary pressures,
primarily in personnel costs and with certain laboratory supplies. We anticipate inflationary impacts on other cost areas in the future.
The extent of any future impacts from inflation on our business and our results of operations will be dependent upon how long the elevated
inflation levels persist and the extent to which the rate of inflation were to further increase, if at all, neither of which we are able
to predict. If elevated levels of inflation were to persist or if the rate of inflation were to accelerate, the purchasing power of our
cash and cash equivalents may be further diminished, our expenses could increase faster than anticipated and we may utilize our capital
resources sooner than expected. Further, given the complexities of the reimbursement landscape in which we operate, our payors may be
unwilling or unable to increase reimbursement rates to compensate for inflationary impacts. As such, the effects of inflation may adversely
impact our results of operations, financial condition and cash flows.

 Risks
Related to Our Industry

 Our
operations as a clinical laboratory in the United States are subject to oversight by CMS under CLIA, as well as certain state agencies,
and our operation of clinical laboratories in any foreign jurisdictions are subject to similar regulatory oversight. Any failure to maintain
our CLIA or applicable state or international permits and licenses may affect our ability to commercialize our diagnostic tests.

 We
are subject to CLIA, a federal law regulating clinical laboratories that perform testing on specimens derived from humans for the purpose
of providing information for the diagnosis, prevention or treatment of disease. Our clinical laboratories must be certified under CLIA
in order for us to perform testing on human specimens. CLIA is intended to ensure the quality and reliability of clinical laboratories
in the United States by mandating specific standards in the areas of personnel qualifications, administration, and participation in proficiency
testing, patient test management, quality control, quality assurance and inspections. We have a current certificate under CLIA to perform
routine chemistry. To renew these certificates, our diagnostic laboratories are subject to survey and inspection every two years. Moreover,
CLIA inspectors may make periodic inspections of our clinical laboratories outside of the renewal process.

 The
law also requires us to maintain a state laboratory license to conduct testing in the states in which are laboratories are located. State
laws establish standards for day-to-day operation of a clinical laboratory, including the training and skills required of personnel and
quality control. In addition, several states require that we hold licenses to test specimens from patients in those states. We do not
have immediate plans to market our tests for commercial use in the EU and as a result, at this time we do not believe we
are subject to EU or EU member state post-market regulations related to our tests.

 If
we were to lose our CLIA certification or a required state license for a laboratory, whether as a result of a revocation, suspension
or limitation, we would no longer be able to offer our tests from the affected laboratory, which would limit our revenue and harm our
business. If we were to lose our license in other states where we are required to hold licenses, we would not be able to test specimens
from those states. If we perform testing on samples originating in a state where we require a license, but do not currently have one,
we could be subject to fines, sanctions, and may be denied permits or licenses in the future.

 We
also maintain laboratory operations in Germany and could expand our laboratory operations to other foreign jurisdictions. Therefore,
we are subject to laboratory quality regulations and accreditation standards in Germany, and will be subject to such regulations and
standards in any other jurisdictions where we may operate. These requirements may vary by jurisdiction and differ from those in the United
States, and may require us to implement additional compliance measures. If we fail to comply with any foreign jurisdiction's applicable
laboratory regulations and standards it could limit our revenue and harm or business and we could be subject to fines and other sanctions.

 If
the FDA takes the position that any of our tests are not within the scope of its policy on enforcement discretion for laboratory-developed
tests, or otherwise determines that it will seek to actively regulate one or more of our diagnostic tests, responding to such a regulatory
position could lead to delays in commercialization, or (if encountered after commercialization) requirements to halt the commercial provision
of our tests until FDA marketing authorization is obtained.

 Although
the FDA has historically exercised enforcement discretion over most LDTs, it does not consider tests to be subject to this enforcement
discretion if they were or are designed or manufactured completely, or partly, outside of the laboratory that offers and uses them, or
if they are offered "over-the-counter" (as opposed to being available to patients only when prescribed by a health care provider).
In recent years, however, the FDA has stated it intends to end its policy of general enforcement discretion and regulate certain LDTs
as medical devices.

 In September 2023, the FDA announced a proposed rule aimed at helping to
ensure the safety and effectiveness of these tests. The proposed rule seeks to amend the FDA's regulations to make explicit that
IVDs are devices under the FD&C Act, including when the manufacturer of the IVD is a laboratory. Along with this amendment, the FDA
is proposing a policy under which the FDA intends to provide greater oversight of LDTs through a phaseout of its general enforcement discretion
approach for most LDTs.

 In
October 2023, the FDA published the proposed rule entitled "Medical Devices; Laboratory Developed Tests." Following publication
of the proposed rule, the FDA received requests for an extension of the comment period. After considering the requests and other factors,
including the extensive background of public comment on this topic and the public health benefits of proceeding expeditiously, the FDA
determined to proceed with the standard 60-day comment period. As stated in the notice of proposed rulemaking, comments on the proposed
rule must have been submitted to the docket by December 4, 2023.

 In addition, Congress has considered a number of legislative proposals
in recent years that would amend the regulatory framework for LDTs, including, among other requirements, FDA premarket review of certain
LDTs. In March 2020, the VALID Act, was officially introduced in Congress. The bill proposes a risk-based approach to regulate LDTs and
creates a new in vitro clinical test, or IVCT, category of regulated products, which includes LDTs, and a regulatory structure under the
FDA. As proposed, the bill grandfathers many existing tests from the proposed premarket approval, quality systems, and labeling requirements,
respectively, but would require such tests to comply with other regulatory requirements (e.g., registration and listing, adverse event
reporting). Later that month, Senator Paul introduced the VITAL Act, which proposes that all aspects of "laboratory-developed testing
procedures" be subject to regulation under CLIA, and that no aspects of such procedures be subject to regulation by the FDA. We
cannot predict if either of these bills will be enacted in their current (or any other) form and cannot quantify the effect of these bills
on our business.

 If
the FDA were to ultimately regulate our tests for any reason, including new rules, policies, or guidance, or due to new legislation such
as the proposed VALID Act, our tests may become subject to FDA requirements, including pre-market review. If required, the regulatory
marketing authorization process may involve, among other things, successfully completing additional clinical trials and submitting a
pre-market clearance (510(k)) submission or filing a de novo or pre-market approval application with the FDA. If pre-market review
and approval is required by the FDA, we may need to incur additional expenses or require additional time to seek it, or we may be unable
to satisfy FDA standards, and our tests may not be cleared or approved on a timely basis, if at all, and the labeling claims permitted
by the FDA may not be consistent with our currently planned claims or adequate to support adoption of and reimbursement for our tests.
Ongoing compliance with FDA regulations would increase the cost of conducting our business, and subject us to inspection by and the regulatory
requirements of the FDA, for example registration and listing, adherence to good manufacturing practices under the Quality System Regulation,
and medical device reporting, and enforcement action in the event we fail to comply with these requirements. Our laboratories are operating
under CLIA and are not currently operating as device manufacturing facilities following FDA's Quality System Regulation. Because
these standards differ, we may face challenges establishing FDA-compliant quality systems or be unable to do so. If after commercialization
under the LDT framework our tests are allowed to remain on the market but there is uncertainty about the regulatory status of our tests,
including questions that may be raised if competitors object to our regulatory positioning as an LDT, we may encounter ongoing regulatory
and legal challenges and related costs. Such challenges or related developments (for example if the labeling claims the FDA allows us
to make are more limited than the claims we currently plan to make) may impact our commercialization efforts as orders or reimbursement
may be less than anticipated. Any of these regulatory developments may cause our business to suffer.

 We
will also need to obtain FDA and other regulatory approvals for any IVDs that we may develop, in order to market those IVD tests.

 If
we decide to develop IVDs, we will need to obtain regulatory clearance or approval to market each new IVD test. This means that:

 The
 IVDs that we may develop cannot be sold until the CMS or the FDA, and corresponding foreign regulatory authorities approve or authorize
 the laboratory tests or the IVDs for medical use.

 We
 will have to conduct expensive and time-consuming clinical trials of new diagnostic tests. The full cost of conducting and completing
 clinical trials necessary to obtain FDA clearance or approval of IVD tests or for gaining reimbursement from health insurance companies,
 health maintenance organizations, Medicare, and other third-party payers cannot be presently determined but could exceed our financial
 resources.

 Data
 obtained from preclinical and clinical studies is susceptible to varying interpretations that could delay, limit or prevent regulatory
 agency clearances or approvals. Delays or denials of the regulatory clearances or approvals may be encountered as a result of changes
 in regulatory agency policy, regulations, or laws.

 A
 diagnostic test that is cleared or approved for marketing may be subject to restrictions on use.

 The
 FDA can withdraw approval of an FDA regulated product if problems arise.

 Clinical
trial failures can occur at any stage of the testing and we may experience numerous unforeseen events during, or as a result of, the
clinical trial process that could delay or prevent commercialization of our current or future diagnostic tests.

 Clinical
trial failures or delays can occur at any stage of the trials, and may be directly or indirectly caused by a variety of factors, including
but not limited to:

 Delays
 in securing clinical investigators or trial sites for our clinical trials;

 Delays
 in obtaining Institutional Review Board and other regulatory approvals to commence a clinical trial;

 Slower
 than anticipated rates of patient recruitment and enrollment, or failing to reach the targeted number of patients due to competition
 for patients from other trials;

 Limited
 or no availability of coverage, reimbursement and adequate payment from health maintenance organizations and other third-party payers
 for the use of our diagnostic test candidates in our clinical trials;

 Negative
 or inconclusive results from clinical trials;

 Approval
 and introduction of new diagnostic or changes in standards of practice or regulatory guidance that render our clinical trial endpoints
 or the targeting of our proposed indications obsolete;

 Inability
 to monitor patients adequately during or after treatment or problems with investigator or patient compliance with the trial protocols;

 Inability
 to replicate in large controlled studies safety and efficacy data obtained from a limited number of patients in uncontrolled trials;
 and

 Inability
 or unwillingness of medical investigators to follow our clinical protocols.

 The
commercial success of our diagnostic tests depends on the availability and sufficiency of third-party payer coverage and reimbursement,
which may be limited or unavailable.

 Our
ability to successfully commercialize our diagnostic tests will depend, in significant part, on the extent to which appropriate reimbursement
levels can be obtained for patients. Physicians will be hesitant to order a diagnostic test for a patient when they may be left with
a large out-of-pocket fee through co-payments or co-insurance or unreimbursed balances. Third-party payers, including Medicare, Medicaid
and private insurers, are increasingly challenging the prices charged for healthcare products and services. In addition, legislative
proposals to reform health care or reduce government insurance programs may result in lower prices or the actual inability of prospective
customers to purchase our tests. Furthermore, even if reimbursement is available, it may not be available at price levels sufficient
for us to realize a positive return on our investment. We have never successfully obtained reimbursement for any test and may never be
able to obtain reimbursement from any third-party payer; without such coverage and reimbursement, we may not achieve market acceptance
of our test and may never be profitable.

 The
United States government and state legislatures have shown significant interest in implementing cost containment programs to limit the
growth of government-paid healthcare costs, including price controls, restrictions on reimbursement and coverage. Adoption of government
controls and measures, and tightening of restrictive policies in jurisdictions with existing controls and measures, could exclude or
limit one or more of our diagnostic tests from coverage. Even if a diagnostic test receives coverage and reimbursement from third-party
payers, such coverage policies and reimbursement rates may change at any time, might not be adequate, or less favorable coverage policies
and reimbursement rates may be implemented in the future. If we are unable to obtain and maintain sufficient third-party coverage and
adequate reimbursement for a diagnostic test, its commercial success may be greatly hindered, and our financial condition and results
of operations may be materially and adversely affected.

 We
may need to conduct additional studies in order to demonstrate the cost-effectiveness of our diagnostic tests to the satisfaction of
our target customers and their third-party payers. Such studies might require us to commit a significant amount of management time and
financial and other resources.

in healthcare laws and policies may have a material adverse effect on our financial condition, results of operations and cash flows.

 We
cannot predict whether future healthcare initiatives will be implemented at the federal or state level, or how any future legislation
or regulation may affect us. For instance, the payment reductions imposed by healthcare reform legislation known as the "Patient
Protection and Affordable Care Act," also known as the ACA ("ACA"), the expansion of the federal and state governments'
role in the U.S. healthcare industry, and the changes to the reimbursement amounts paid by payers for our tests and future tests and
products may reduce our profits and have a materially adverse effect on our business, financial condition, results of operations and
cash flows. Notably, Congress enacted legislation in 2017 that eliminated the ACA's "individual mandate," a provision
that required individuals to buy health insurance or pay a fine, which has impacted the number of covered lives participating in exchange
plans. In June 2021, the U.S. Supreme Court dismissed a judicial challenge to the ACA brought by several states without specifically
ruling on the constitutionality of the ACA. While efforts to repeal all or part of the ACA have subsided, in part due to the results
of the 2020 election, we cannot be certain that there will not be further legislative efforts or judicial challenges in the future.

 The
2024 presidential election may also significantly alter the current regulatory framework and the health care industry, including any
further challenges, extensions or expansions of certain ACA provisions. These changes could have an adverse and material impact on our
operations.

 Additionally,
the Protecting Access to Medicare Act ("PAMA") significantly altered the payment methodology under the Clinical Laboratory
Fee Schedule that determines Medicare coverage for laboratory tests. Under PAMA (as amended by the Further Consolidated Appropriations
Act, 2020 and the Coronavirus Aid, Relief, and Economic Security Act, respectively) and its implementing regulations, clinical laboratories
must report to the CMS, the administrator of CLIA, private payer rates for clinical diagnostic laboratory tests. Laboratories that fail
to timely report the required payment information may be subject to substantial civil money penalties. Medicare payments for clinical
diagnostic laboratory tests are paid based upon these reported private payer rates. For certain clinical diagnostic laboratory tests
that are not designated as advanced diagnostic laboratory tests, initial payment rates will be assigned by the cross-walk or gap-fill
methodology. For laboratory tests that are designated as new advanced diagnostic laboratory tests initial payment rates will be based
on the actual list charge for the laboratory test.

 If
future reimbursement price levels are less than the current price, our revenues and our ability to achieve profitability could be impaired,
and the market price of our common stock could decline. Additionally, any decision by CMS or its local contractors to reduce or deny
coverage for our tests would have a significant adverse effect on our revenue and results of operations and ability to operate and raise
capital. Any such decision could also cause affected clinicians treating Medicare-covered patients to reduce or discontinue the use of
our tests.

 Because
of certain Medicare billing policies, we may not receive complete reimbursement for tests provided to Medicare patients.

 Medicare
has coverage policies that can be national or regional in scope. Coverage means that the test or assay is approved as a benefit for Medicare
beneficiaries. If there is no coverage, neither the supplier nor any other party, such as a diagnostic laboratory, may receive reimbursement
from Medicare for the service. Regional policies are directed by Medicare's regional MACs. Reimbursement for our diagnostic testing
may be negatively impacted by California MAC policies.

 Long
payment cycles of Medicare, Medicaid and other third-party payers, or other payment delays, could hurt our cash flows and increase our
need for working capital.

 Medicare
and Medicaid have complex billing and documentation requirements that we will have to satisfy in order to receive payment. Failure to
comply with these requirements and other laws applicable to billing may result in, among other things, non-payment, refunds, exclusion
from government healthcare programs, and civil or criminal liabilities, any of which may have a material adverse effect on our revenues
and earnings. Similarly, the failure of private health insurers or other private third-party payers to properly process our payment claims
in a timely manner could delay our receipt of payment for our diagnostic tests and services, which may have a material adverse effect
on our cash flows.

 Private
health insurance company policies may deny coverage or limit the amount they will reimburse us for the performance of our diagnostic
tests.

 Patients
who are not covered by Medicare will generally rely on health insurance provided by private health insurance companies. If we are considered
a "non-contracted provider" by a third-party payer, that payer may not reimburse patients for diagnostic tests performed
by us, or doctors within the payer's network of covered physicians may not use our services to perform diagnostic tests for their
patients. As a result, we may need to enter into contracts with health insurance companies or other private payers to provide diagnostic
tests to their insured patients at specified rates of reimbursement which may be lower than the rates we might otherwise collect.

 We
will be required to comply with federal and state laws governing the privacy of health information, and any failure to comply with these
laws could result in material criminal and civil penalties.

 HIPAA sets forth security regulations that establish administrative, physical
and technical standards for maintaining the confidentiality, integrity and availability of PHI in electronic form. We also may be required
to comply with state laws that are more stringent than HIPAA or that provide individuals with greater rights with respect to the privacy
or security of, and access to, their health care records. HITECH established certain health information security breach notification obligations
that require covered entities to notify each individual whose PHI is breached.

 We
may incur significant compliance costs related to HIPAA and HITECH privacy regulations and varying state privacy regulations and varying
state privacy and security laws. Given the complexity of HIPAA and HITECH and their overlap with state privacy and security laws, and
the fact that these laws are rapidly evolving and are subject to changing and potentially conflicting interpretation, our ability to
comply with the HIPAA, HITECH and state privacy requirements is uncertain and the costs of compliance are significant. The costs of complying
with any changes to the HIPAA, HITECH and state privacy restrictions may have a negative impact on our operations. Noncompliance could
subject us to criminal penalties, civil sanctions and significant monetary penalties as well as reputational damage.

 If
we are successful in commercializing our diagnostic tests, we will be obligated to comply with numerous additional federal and state
statutes and regulations pertaining to our business and be subject to government oversight and scrutiny for our compliance with such
laws. Laboratory and health care regulatory compliance efforts are expensive and time-consuming, and failure to maintain compliance with
applicable laws could result in enforcement action which could be detrimental to our business.

 If
we are successful in commercializing any of our diagnostic tests, and particularly if payment becomes available from government or commercial
payers for a test, we will be subject to extensive and frequently changing federal and state laws governing various aspects of our business.
We will be subject to ongoing compliance with laws addressing our laboratory licensure and certification at the federal and state level;
advertising and promotion (including laws enforced by the Federal Trade Commission); and laws intended to prevent fraud, waste, and abuse
in healthcare programs (including among others the Anti-Kickback Statute, False Claims Act, EKRA, the Stark Law, and applicable state law equivalents).

 These
laws and regulations are complex and are subject to interpretation by the courts and by government agencies. If one or more such agencies
alleges that we may be in violation of any of these requirements, regardless of the outcome, it could damage our reputation and adversely
affect important business relationships with third parties. Any action brought against us for violation of these or other laws or regulations,
even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management's attention
from the operation of our business. If our operations are found to be in violation of any of these laws and regulations, we may be subject
to any applicable penalty associated with the violation, including civil and criminal penalties, damages and fines, and in some circumstances
we could be required to refund payments received by us from payers, or even be excluded from participation in healthcare programs. Any
of the foregoing consequences could seriously harm our business and our financial results.

 We
plan to adopt policies and procedures designed to comply with applicable laws and regulations. Developing a compliance infrastructure
is costly and time-consuming, and even a well-designed and implemented compliance program cannot necessarily prevent all violations of
relevant laws. We may be subject to enforcement action based on the actions or omissions of employees or contractors, including our anticipated
sales force.

 Risks
Related to Intellectual Property

 We
rely on patents and trade secrets, and our financial success will depend, in part, on our ability to obtain commercially valuable patent
claims, protect our intellectual property rights and operate without infringing upon the proprietary rights of others.

 We
rely primarily on patents and contractual obligations with employees and third parties to protect our proprietary rights. We have sought,
and intend to continue to seek, appropriate patent protection for important and strategic components of our proprietary technologies
by filing patent applications in the United States and certain foreign countries. We may also use license agreements both to access technologies
developed by other companies and universities and to convey certain intellectual property rights to others. Our financial success will
depend, in part, on our ability to obtain commercially valuable patent claims, protect our intellectual property rights and operate without
infringing upon the proprietary rights of others.

 We
may not be able to obtain patent protection for our diagnostic test if our pending U.S. patent applications are found to be directed
to unpatentable subject matter.

 The
U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain
circumstances or weakening the rights of patent owners in certain situations. For example, recent cases have held that diagnostic methods
merely reciting a correlation between a naturally occurring event and a diagnostic outcome associated with that event is not patentable
subject matter. If our pending U.S. patent applications are found to be directed to unpatentable subject matter by the USPTO, or any
patents issuing from our pending patent applications are invalidated based on these decisions, we may be unable to prevent competitors
from using the biomarkers or other subject matter disclosed in the patent applications to develop similar diagnostic tests that would
compete with our tests. Additionally, there have been recent proposals for additional changes to the patent laws of the United States
and other countries that, if adopted, could impact our ability to enforce our proprietary technology. Depending on future actions by
the U.S. Congress, U.S. courts, the USPTO and the relevant law-making bodies in other countries, the laws and regulations governing patents
could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce our existing patents and patents
that we might obtain in the future.

to the patent laws in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our
ability to protect our diagnostic tests.

 Our success is heavily dependent on intellectual property, particularly
patents. Obtaining and enforcing patents in the biopharmaceutical industry involves both technological and legal complexity and is costly,
time-consuming and inherently uncertain. Patent reform legislation in the United States and other countries, including the Leahy-Smith
America Invents Act ("Leahy-Smith Act"), signed into law in September 2011, could increase those uncertainties and costs.
The Leahy-Smith Act includes a number of significant changes to U.S. patent law. These include provisions that affect the way patent applications
are prosecuted, redefine prior art and provide more efficient and cost-effective avenues for competitors to challenge the validity of
patents. In addition, the Leahy-Smith Act has transformed the U.S. patent system into a "first to file" system, which became
effective in March 2013. The Leahy-Smith Act and its implementation may make it more difficult to obtain patent protection for our inventions
and increase the uncertainties and costs surrounding the prosecution of our or our collaboration partners' patent applications and
the enforcement or defense of our or our collaboration partners' issued patents, all of which could harm our business, results of
operations and financial condition.

 Other
companies or organizations may challenge our patent rights or may assert patent rights that prevent us from developing and commercializing
our diagnostic tests.

 Any
patent applications that we file and any patents that we hold or later obtain could be challenged by third parties and declared invalid
or infringing of third-party claims. A patent interference proceeding may be instituted with the USPTO when more than one person files
a patent application covering the same technology, or if someone wishes to challenge the validity of an issued patent filed before March
16, 2013. At the completion of the interference proceeding, the USPTO will determine which competing applicant is entitled to the patent,
or whether an issued patent is valid. Patent interference proceedings are complex, highly contested legal proceedings, and the USPTO's
decision is subject to appeal. This means that if an interference proceeding arises with respect to any of our patent applications, we
may experience significant expenses and delay in obtaining a patent, and if the outcome of the proceeding is unfavorable to us, the patent
could be issued to a competitor rather than to us. In addition to interference proceedings, the USPTO can review issued patents at the
request of a third party seeking to have the patent invalidated. An inter partes review proceeding allows third parties to challenge
the validity of an issued patent where there is a reasonable likelihood of invalidity. This means that patents owned or licensed by us
may be subject to administrative review and may be lost if the outcome of the review is unfavorable to us.

 Post
Grant Review under the Leahy-Smith Act makes available opposition-like proceedings in the United States. As with the USPTO interference
proceedings, Post Grant Review proceedings will be very expensive to contest and can result in significant delays in obtaining patent
protection or can result in a denial of a patent application. Further, a derivation proceeding may be instituted by the USPTO or an inventor
alleging that a patent or application was derived from the work of another inventor.

 Oppositions
to the issuance of patents may be filed under European patent law and the patent laws of certain other countries. As with the USPTO interference
proceedings, these foreign proceedings can be very expensive to contest and can result in significant delays in obtaining a patent or
can result in a denial of a patent application.

 The
enforcement of patent rights often requires litigation against third party infringers, and such litigation can be costly to pursue. Even
if we succeed in having new patents issued or in defending any challenge to issued patents, our patents may not be comprehensive enough
to provide us with meaningful patent protection against our competitors.

 If
we are unable to protect the confidentiality of our trade secrets, the value of our technology could be materially adversely affected,
and our business would be harmed.

 In
addition to patents, we rely on trade secrets, know-how, and continuing technological advancement to maintain our competitive position.
The molecular diagnostics that we are developing use gene expression classifiers or algorithms, which are mathematical models that weight
the biomarkers to produce a score. We will treat the mathematical models as trade secrets. We have entered into intellectual property,
invention, and non-disclosure agreements with our employees, and it is our practice to enter into confidentiality agreements with our
consultants. These measures, however, may not prevent the unauthorized disclosure or use of our trade secrets and know-how, or that others
may not independently develop similar trade secrets and know-how or obtain access to our trade secrets, know-how, or proprietary technology.

 We
may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consuming
and unsuccessful.

 Competitors
may infringe our patents, trademarks, copyrights or other intellectual property. To counter infringement or unauthorized use, we may
be required to file infringement claims, which can be expensive and time-consuming and divert the time and attention of our management
and scientific personnel. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against
us alleging that we infringe their patents, in addition to counterclaims asserting that our patents are invalid or unenforceable, or
both. In any patent infringement proceeding, a court may decide that a patent of ours is invalid or unenforceable, in whole or in part,
and that we do not have the right to stop the other party from using the invention at issue. Even if the validity of such patents is
upheld, the court may construe the patent's claims narrowly or decide that we do not have the right to stop the other party from
using the invention at issue on the grounds that our patent claims do not cover the invention. An adverse outcome in a litigation or
proceeding involving our patents could limit our ability to assert our patents against those parties or other competitors, and may curtail
or preclude our ability to exclude third parties from making and selling similar or competitive products. Any of these occurrences could
adversely affect our competitive business position, business prospects and financial condition. Similarly, if we assert trademark infringement
claims, a court may determine that the marks we have asserted are invalid or unenforceable, or that the party against whom we have asserted
trademark infringement has superior rights to the marks in question, in which case, we could ultimately be forced to cease use of such
trademarks.

 Even
if we establish infringement, the court may decide not to grant an injunction against further infringing activity and instead award only
monetary damages, which may or may not be an adequate remedy. Furthermore, because of the substantial amount of discovery required in
connection with intellectual property litigation, some of our confidential information could be compromised by disclosure during litigation.
There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities
analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of shares of our common
stock. Moreover, we may not have sufficient financial or other resources to file and pursue such infringement claims, which typically
last for years before they are concluded. Even if we ultimately prevail in such claims, the monetary cost of such litigation and the
diversion of the attention of our management and scientific personnel could outweigh any benefit we receive as a result of the proceedings.

 We
may not be able to enforce our intellectual property rights throughout the world.

 Filing,
prosecuting and defending patents, if issued, on our diagnostic test candidate in all countries throughout the world would be prohibitively
expensive. The requirements for patentability may differ in certain countries, particularly in developing countries. Competitors may
use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export
otherwise infringing products to territories where we may obtain patent protection, but where patent enforcement is not as strong as
that in the United States. These products may compete with our diagnostic tests in jurisdictions where we do not have any issued or licensed
patents or where any future patent claims or other intellectual property rights may not be effective or sufficient to prevent them from
competing with us.

 Moreover,
our ability to protect and enforce our intellectual property rights may be adversely affected by unforeseen changes in foreign intellectual
property laws. Additionally, laws of some countries outside of the United States and Europe do not afford intellectual property protection
to the same extent as the laws of the United States and Europe. Many companies have encountered significant problems in protecting and
defending intellectual property rights in certain foreign jurisdictions. The legal systems of some countries, including India, China
and certain developing countries, do not favor the enforcement of patents and other intellectual property rights. This could make it
difficult for us to stop the infringement of our patents or the misappropriation of our other intellectual property rights. For example,
many foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. Consequently,
we may not be able to prevent third parties from practicing our inventions in certain countries outside the United States and Europe.
Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and,
further, may export otherwise infringing products to territories where we have patent protection, if our ability to enforce our patents
to stop infringing activities is inadequate. These products may compete with our diagnostic test, and our patents, if issued, or other
intellectual property rights may not be effective or sufficient to prevent them from competing.

 Proceedings
to enforce our patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert our efforts
and resources from other aspects of our business. Furthermore, while we intend to protect our intellectual property rights in major markets
for our diagnostic test, we cannot ensure that we will be able to initiate or maintain similar efforts in all jurisdictions in which
we may wish to market our diagnostic tests. Accordingly, our efforts to protect our intellectual property rights in such countries may
be inadequate.

 If
we are sued for infringing intellectual property rights of third parties, such litigation could be costly and time consuming and could
prevent or delay us from developing or commercializing our diagnostic tests.

 There
is a substantial amount of intellectual property litigation in the biotechnology and pharmaceutical industries, and we may become party
to, or threatened with, litigation or other adversarial proceedings regarding intellectual property rights with respect to our current
or future diagnostic test, including interference proceedings before the USPTO, misappropriation claims, or other allegations. The outcome
of intellectual property litigation is subject to uncertainties that cannot be adequately quantified in advance. For example, the biotechnology
and pharmaceutical industries have produced a significant number of patents, and it may not always be clear to industry participants,
including us, which patents cover various types of products or methods of use. The coverage of patents is subject to interpretation by
the courts, and the interpretation is not always uniform. If we were sued for patent infringement, we would need to demonstrate that
our diagnostic tests or methods either do not infringe the patent claims of the relevant patent or that the patent claims are invalid
or unenforceable, and we may not be able to do this. Proving invalidity is difficult. For example, in the United States, proving invalidity
requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents.

 In
addition, several of our employees have executed proprietary rights, non-disclosure and non-competition agreements, or similar agreements
with their previous employers, who may allege these employees have used or disclosed intellectual property, including trade secrets or
other proprietary information. Even if we are successful in these proceedings, we may incur substantial costs, and the time and attention
of our management and scientific personnel could be diverted in pursuing these proceedings, which could significantly harm our business
and operating results. We may also not have sufficient resources to bring these actions to a successful conclusion.

 If
we are found to infringe a third party's intellectual property rights, we may have to pay monetary damages, lose valuable intellectual
property rights or personnel, or be forced to cease developing, manufacturing or commercializing the infringing diagnostic test. Alternatively,
we may be required to obtain a license from such third party in order to use the infringing technology and continue developing, manufacturing
or marketing the infringing diagnostic test. However, we may not be able to obtain any required license on commercially reasonable terms
or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies
licensed to us. In addition, we could be found liable for monetary damages, including treble damages and attorneys' fees if we
are found to have willfully infringed a patent. A finding of infringement could prevent us from commercializing our diagnostic tests
or force us to cease some of our business operations, which could materially harm our business. Claims that we have misappropriated the
confidential information or trade secrets of third parties could have a similar negative impact on our business.

 Patent
terms may be inadequate to protect our competitive position on our diagnostic tests for an adequate amount of time.

 Given
the amount of time required for the development, testing and regulatory review of new diagnostic tests, patents protecting such candidates
might expire before or shortly after such candidates are commercialized. We expect to seek extensions of patent terms in the United States
and, if available, in other countries where we are prosecuting patents. In the United States, the Drug Price Competition and Patent Term
Restoration Act of 1984 permits a patent term extension of up to five years beyond the normal expiration of the patent, which is limited
to the approved indication or any additional indications approved during the period of extension. However, the applicable authorities,
including the FDA and the USPTO in the United States, and any equivalent regulatory authorities in other countries, may not agree with
our assessment of whether such extensions are available, and may refuse to grant extensions to our patents, or may grant more limited
extensions than we request. If this occurs, our competitors may be able to take advantage of our investment in development and clinical
trials by referencing our clinical and preclinical data and launch their product earlier than might otherwise be the case.

 Risks
Related to Our Common Stock

 Ownership
of our common stock will entail certain risks associated with the limited history of the trading of our common stock, volatility of prices
for our shares, and the fact that we do not pay dividends.

 We
previously identified and remediated a material weakness in our internal control over financial reporting. If we are unable to maintain
an effective system of internal control over financial reporting, it could result in us not preventing or detecting on a timely basis
a material misstatement of the Company's financial statements.

 A
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be
prevented or detected on a timely basis. As of December 31, 2022, management had identified, and during 2023 remediated, a material
weakness specifically relating to deficiencies in its internal controls over the review process relating to third-party valuations.
While the Company has made improvements to the design of its internal controls, there can be no assurance that future material
weaknesses will not be identified. The occurrence of, or failure to remediate, a material weakness in our internal control over
financial reporting or determination that our disclosure controls and procedures are ineffective may have other consequences that
could materially and adversely affect our business, including an adverse impact on the market price of our common stock, potential
actions or investigations by the SEC or other regulatory authorities, shareholder lawsuits, a loss of investor confidence and damage
to our reputation.

 Our
recently implemented reverse stock split may decrease the liquidity of our common stock and result in higher transaction costs.

 The
liquidity of our common stock may be negatively impacted by our implementation of a 1-for-20 reverse stock split on July 24, 2023, given
the significantly reduced number of shares that are now issued and outstanding after the reverse stock split, and because our stock price
did not increase commensurate with the ratio of the reverse stock split. In addition, as a result of our reverse stock split, we now
have a greater number of shareholders who own "odd lots" of fewer than 100 shares of our common stock. Brokerage commission
and other costs of transactions for the sale of odd lots are generally higher than the costs of transactions of more than 100 shares
of common stock. Accordingly, the reverse stock split may not achieve the desired results of increasing marketability and liquidity of
our common stock.

 The
effective increase in the authorized number of shares of our common stock as a result of our reverse stock split could have anti-takeover
implications and result in further dilution to our existing shareholders.

 In
connection with the recent implementation of the reverse stock split, we maintained the total number of authorized shares of our common
stock. The combination of a reverse stock split of our issued and outstanding shares, and maintaining the number of our authorized shares,
has significantly increased our authorized shares relative to our issued and outstanding shares. This effective increase in the number
of authorized shares will allow us to sell additional shares of our common stock (or securities convertible or exchangeable for our common
stock), which would result in further dilution of our current shareholders. In addition, the effective increase in the number of authorized
shares could, under certain circumstances, have anti-takeover implications. For example, the additional shares of common stock that have
become available for issuance could be used by us to oppose a hostile takeover attempt or to delay or prevent changes in control or our
management. Although our reverse stock split was prompted by business and financial considerations and not by the threat of any hostile
takeover attempt, shareholders should be aware that our reverse stock split could facilitate future efforts by us to deter or prevent
changes in control, including transactions in which our shareholders might otherwise receive a premium for their shares over then-current
market prices.

 Because
we do not pay dividends, our stock may not be a suitable investment for anyone who needs to earn dividend income.

 We
do not pay cash dividends on our common stock. For the foreseeable future we anticipate that any earnings generated in our business will
be used to finance the growth of our business and will not be paid out as dividends to our shareholders.

 Securities
analysts may not initiate coverage or continue to cover our common stock, and this may have a negative impact on the market price of
our shares.

 The
market for our common stock will depend, in part, on the research and reports that securities analysts publish about our business and
our common stock. We do not have any control over these analysts. Certain securities analysts cover our shares and they could issue reports
or recommendations that are unfavorable to the price of our shares, and they could downgrade a previously favorable report or recommendation,
and in either case our share price could decline as a result of the report. If one or more of these analysts ceases to cover our shares
or fails to publish regular reports on our business, we could lose visibility in the financial markets, which could cause our share price
or trading volume to decline.

 You
may experience dilution of your ownership interests if we issue additional shares of common stock or preferred stock.

 In
the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests
of our present shareholders. We are currently authorized to issue an aggregate of 235,000,000 shares of capital stock consisting of 230,000,000
shares of common stock and 5,000,000 "blank check" shares of preferred stock. At December 31, 2023, there were 8,261,073
shares of common stock outstanding, 819,767 shares of common stock reserved for exercise of warrants and 532,000 shares of common stock
reserved for issuance upon the exercise of options under our employee stock option plans. No shares of preferred stock are presently
outstanding.

 We
may issue additional common stock or other securities that are convertible into or exercisable for common stock in order to raise additional
capital, or in connection with hiring or retaining employees, directors, or consultants, or in connection with future acquisitions of
licenses to technology or diagnostic tests in connection with future business acquisitions, or for other business purposes. The future
issuance of any such additional common stock or other securities may create downward pressure on the trading price of our common stock.

 We
may also issue preferred stock having rights, preferences, and privileges senior to the rights of our common stock with respect to dividends,
rights to share in distributions of our assets if we liquidate our company, or voting rights. Any preferred stock may also be convertible
into common stock on terms that would be dilutive to holders of common stock.

 Our
former parent company may sell our shares to raise capital to finance its operations.

 Prior to February 17, 2017, we were a consolidated subsidiary of our former
parent company Lineage Cell Therapeutics, Inc., formerly known as BioTime, Inc. ("Lineage"). Based on its most recent report
of beneficial ownership on Schedule 13D, as of January 8, 2021 Lineage held 3,297,401 shares of our common stock. Lineage has been periodically
selling shares of our common stock from its holdings and has announced its intention to continue to sell our shares. The sale of such
shares could have a depressing effect on the market value of our common stock and the prices at which we can sell our own shares of common
stock to raise capital to support our operations.

 Item
1B. Unresolved Staff Comments

 Not

 Item
1C. Cybersecurity

 We
develop and maintain a cyber risk management program designed to identify, assess, manage, mitigate and respond to cybersecurity threats.
The program is one component of our enterprise risk management system. The technical, administrative and physical controls underlying
our program are based on nationally recognized practices and standards for cybersecurity.

 Trusted
partners are an important part of our cyber risk management program. We partner with leading cybersecurity advisors and service providers
to conduct periodic risk assessments and to monitor and maintain the performance and effectiveness of security controls used in our environment.

 The
Audit Committee of the Board of Directors (the "Audit Committee") oversees our management of enterprise risks, including
cybersecurity risks. Members of the management team, including our IT director and General Counsel, brief the Audit Committee on the
effectiveness of risk management efforts on at least a semi-annual basis. In addition, these risks are reviewed by the Board of Directors
at least annually.

 Our
cyber risk management program helps mitigate risks that could have a material adverse effect on our business, financial condition, results
or operations, cash flows or reputation. See "Risk Factors – Risks Related to Our Business Operations – Security
breaches and other disruptions could compromise our information and expose us to liability, and could cause our business and reputation
to suffer."

 Item
2. Properties

 Our
principal executive and administrative offices are located in Irvine, California, under a lease arrangement. The Irvine lease includes
approximately 26,800 square feet of rentable space and expires in September 2027. On August 8, 2023, we entered into a sublease agreement with a subtenant, which subsequently became effective as
of September 14, 2023. The sublease agreement is subject and subordinate to the Irvine lease.

 We
operate a CLIA-certified laboratory and have additional office space in Nashville, Tennessee, under lease arrangements. The Nashville
leases include 10,681 square feet of rentable space and expires in January 2027. We also have a research and development facility in
G ttingen, Germany.

 See
Note 7 to our consolidated financial statements included elsewhere in this Report for additional information regarding our lease arrangements
and properties.

 Item
3. Legal Proceedings

 From
time to time, we may be involved in routine litigation incidental to the conduct of our business. We are not presently involved in any
material pending litigation or proceedings. See Note 7 to our consolidated financial statements included elsewhere in this Report for
additional information regarding commitments and contingencies.

 Item
4. Mine Safety Disclosures

 Not

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market

 On
February 7, 2023, our common stock began trading on The Nasdaq Capital Market under the symbol "OCX." Previously, as of March
8, 2021, our common stock was trading on The Nasdaq Global Market, and prior to that date, our common stock was traded on The New York
Stock Exchange ("NYSE") American, both previously under the same symbol.

 Dividends

 We
have not declared or paid any cash dividends on our common stock. Any future decision to declare or pay dividends will be at the sole
discretion of our Board of Directors.

 Holders

 As
of April 3, 2024, we had approximately 163 holders of record of our common stock. This number does not
include shareholders whose shares of our common stock are held in "street name" in accounts with securities
broker-dealers or other financial institutions or fiduciaries.

 Recent
Sales of Unregistered Securities

 On March 8, 2024, we issued to PCG Advisory, Inc. 12,000 shares of our common
stock (the "PCG Shares"). The PCG Shares were issued without registration under the Securities Act in reliance on the exemption
from registration under Section 4(a)(2).

 Repurchases

 None.

 Item
6. [RESERVED]

 Not

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The
following Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide
information necessary to understand our audited consolidated financial statements for the years ended December 31, 2023 and 2022,
and highlight certain other information which, in the opinion of management, will enhance a reader's understanding of our
financial condition, changes in financial condition and results of operations. These historical consolidated financial statements
may not be indicative of our future performance. This Management's Discussion and Analysis of Financial Condition and Results
of Operations contains a number of forward-looking statements, all of which are based on our current expectations and could be
affected by the uncertainties and risks described throughout this filing, particularly in "Risk Factors." The following
discussion should be read in conjunction with our consolidated financial statements and the related notes provided under "Item
8 - Financial Statements and Supplementary Data."

 Overview

 We
are a precision diagnostics company focused on developing and commercializing proprietary tests in three areas: VitaGraft is a blood-based
solid organ transplantation monitoring test, DetermaIO is a gene expression test that assesses the tumor microenvironment to predict
response to immunotherapies, and DetermaCNI is a blood-based monitoring tool for monitoring therapeutic efficacy in cancer patients.

 We
are continuing to develop DetermaIO, a test with promising data supporting its potential to help identify patients likely to respond
to checkpoint inhibitor drugs. This new class of drugs modulate the immune response and show activity in multiple solid tumor types including
non-small cell lung cancer (NSCLC), and triple negative breast cancer (TNBC). DetermaIO is presently available for research use through
our Pharma Services operations but one of our goals is to complete development of that assay and to make it available for clinical use
later in 2024. We also perform other assay development and clinical testing services for pharmaceutical and biotechnology companies
through our Pharma Services operations. As of the fourth quarter of 2021, this test is currently available as part of an early access
program with leaders in the immuno-oncology field. A kitted research product format of the underlying technology began proof-of-concept
development in the first quarter of 2023.

2021, we added to our diagnostic test pipeline VitaGraft, a blood-based solid organ transplantation monitoring test, and DetermaCNI,
a patented, blood-based test from Chronix for immunotherapy monitoring. We successfully completed the technology transfer of
VitaGraft to our laboratory in Nashville, Tennessee in the second quarter of 2022. The assay is analytically and clinically
validated in three major solid organ transplant types (kidney, liver and heart) by peer reviewed international publications. We
received a positive coverage decision from MolDx for VitaGraft Kidney in August of 2023, and it became commercially available for
ordering in January 2024 through our CLIA Laboratory in Nashville, Tennessee. VitaGraft Kidney is now broadly available
to transplant professionals upon request. In April 2024, we entered into an agreement to collaborate in the development and the commercialization of research
use only and in vitro diagnostics kitted transplant products. See Note 14, "Subsequent Events," to our consolidated financial
statements included elsewhere in this Report for additional information.

 The
inherent uncertainties of developing and commercializing new diagnostic tests for medical use make it impossible to predict the amount
of time and expense that will be required to complete the development and commercialization of those tests. There is no assurance that
we will be successful in developing new technology or diagnostic tests, or that any technology or diagnostic tests that we may develop
will be proven safe and effective in diagnosis of cancer in humans or will be successfully commercialized. Refer to "Item 1 –
Business" for additional information.

 We expect that our operating expenses
will continue to increase if we successfully complete the development of DetermaIO and commercialize this test. We have hired a sales
and marketing team. We also acquired a laboratory in Germany through our completed merger with Chronix and we will incur additional expenses
resulting from our continued investment in Chronix. We are continuing to seek other opportunities to acquire ownership of or marketing
rights to additional cancer tests. Because of the expected time frame to apply for and receive Medicare reimbursement approval for our
tests, our pre-Medicare approval revenues from commercialization of our tests and revenues from services we perform for pharmaceutical
companies are not expected to cover our operating expenses. We will need to obtain additional financing for our operations until such
time as we generate sufficient revenues from the commercialization of our tests to cover our operating expenses. Our determination as
to when we will seek new financing and the amount of financing that we will need will be based on our evaluation of the progress we make
in our research and development programs, any changes to or the expansion of the scope and focus of our research, progress and results
of commercializing our tests after completion of development, progress in receiving Medicare and other payor reimbursement approval,
and our projection of future costs. See "Liquidity and Capital Resources" below for a discussion of our available capital
resources, our need for future financing, and possible sources of capital.

 Recent
Developments

 Razor
Genomics Purchase Agreement

 On December 15, 2022, we entered into a Stock Purchase Agreement (the "Razor
Stock Purchase Agreement") with Dragon Scientific, LLC, a Delaware limited liability company ("Dragon"), and Razor Genomics
Inc., a Delaware corporation and our wholly-owned subsidiary ("Razor"). Pursuant to the Razor Stock Purchase Agreement we
agreed to sell to Dragon, 3,188,181 shares of common stock of Razor, which constitutes approximately 70% of the issued and outstanding
equity interests of Razor on a fully-diluted basis, and transfer to Razor all of the assets and liabilities related to DetermaRx (the
"Razor Sale Transaction"). The Razor Stock Purchase Agreement provides that following the closing of the transaction (the
"Razor Closing"), we will own 1,366,364 shares of common stock of Razor, which will constitute approximately 30% of the issued
and outstanding equity interests of Razor on a fully-diluted basis.

 On February 16, 2023, we completed the Razor Sale Transaction. While no
monetary consideration was received for the sale of 70% of the equity interests of Razor, the transaction allowed us to eliminate all
development and commercialization costs with respect to DetermaRx. Following the Razor Closing, we continue to own 1,366,364 shares of
common stock of Razor. For additional information, see Note 1 to our consolidated financial statements included elsewhere in this Report.

 Reverse
Stock Split

 At a special meeting of our shareholders, held on July 24, 2023, our shareholders
approved a proposal granting our Board of Directors the authority to exercise its discretion to amend our Articles of Incorporation, as
currently in effect, to effect a reverse stock split of our outstanding shares of common stock at any time within one year after the date
such shareholder approval was obtained at the special meeting and at any of certain specified reverse split ratios that were approved
by our shareholders in connection therewith. On July 24, 2023, our Board of Directors approved the reverse stock split at a ratio of 1-for-20,
and on that date, we filed a Certificate of Amendment of Articles of Incorporation with the Secretary State of the State of California
to effect the reverse stock split.

 Unless
otherwise noted, all share and per share amounts set forth in this Report have been adjusted to reflect the impact of the reverse stock
split.

 Irvine
Office Sublease Agreement

 On August 8, 2023, we and Subtenant entered into the Sublease Agreement
with a subtenant, which subsequently became effective as of September 14, 2023, upon the execution and delivery by us, Subtenant, and
Landlord, of the Consent Agreement, under which Landlord consented to the Sublease Agreement, on the terms and subject to the conditions
set forth therein. The Sublease Agreement is subject and subordinate to the Irvine Lease. For additional information, see Note 7 to our
consolidated financial statements included elsewhere in this Report.

 Collaboration Agreement

 On April 5, 2024, we entered into an agreement to
collaborate in the development and the commercialization of research use only and in vitro diagnostics kitted transplant products. See
Note 14, "Subsequent Events," to our consolidated financial statements included elsewhere in this Report for additional information.

 Securities Purchase Agreement

 On April 11, 2024, we entered into a private placement
securities purchase agreement with certain accredited investors. The gross proceeds from the private placement are expected to be approximately
$15.8 million. See Note 14, "Subsequent Events," to our consolidated financial
statements included elsewhere in this Report for additional information.

 Results
of Operations

Results of Operations

 2023

 2022

 Net revenue

 $
 1,503

 $

 $

 %

 Cost of revenues

 1,002

 %

 Cost of revenues – amortization of acquired intangibles

 (8
)

 -8
 %

 Research and development

 9,294

 7,301

 1,993

 %

 Sales and marketing

 2,795

 1,132

 1,663

 %

 General and administrative

 11,182

 21,881

 (10,699
)

 -49
 %

 Change in fair value of contingent consideration

 (5,762
)

 (31,019
)

 25,257

 -81
 %

 Impairment losses

 6,757

 -

 6,757

 %

 Goodwill impairment

 -

 18,684

 (18,684
)

 -100
 %

 Loss on disposal and held for sale assets

 1,283

 -

 1,283

 %

 Loss from operations

 (25,136
)

 (17,997
)

 (7,139
)

 %

 Total other income (expenses)

 (615
)

 -146
 %

 Loss from continuing operations

 (24,855
)

 (18,612
)

 (6,243
)

 %

 Loss from discontinued operations (Note 13)

 (2,926
)

 (54,290
)

 51,364

 -95
 %

 Net loss

 $
 (27,781
)

 $
 (72,902
)

 $
 45,121

 -62
 %

 Results
of Operations – Year Ended December 31, 2023 Compared with the Year Ended December 31, 2022

 Revenues
increased to $1.5 million for the year ended December 31, 2023, as compared to $958,000 in the prior year, due to increased revenues
in Pharma Services.

 Loss
from continuing operations was $ 24.9 million for the year ended December 31, 2023, and
$18.6 million for the comparable prior year. The loss from continuing operations increase of $ 6.2
 million was comprised of the changes in Pharm Services revenue, operating expenses and other income and expenses from continuing
operations as follows:

 Services revenue increased by $509,000 due to an increased number of contracts performed during the period. See below for additional
 information.

 Cost
 of revenues increased by $ 122,000, primarily related to labor and allocated overhead
 associated with performing our Pharma Services. See below for additional information.

 Cost
 of revenues - amortization of acquired intangibles decreased by $8,000, and relates to noncash amortization of acquired intangible
 assets such as our customer relationship intangible assets acquired as part of the Insight merger.

 Research
 and development expenses increased by $ 2.0 million, as we continue development
 of DetermaIO, VitaGraft (formerly TheraSure Transplant Monitor), and DetermaCNI (formerly TheraSure - CNI Monitor). The main drivers
 of the increase were personnel-related expenses, depreciation and amortization, and stock-based compensation (see below for additional
 details).

 Sales
 and marketing expenses increased by $ 1.7 million, primarily attributable to continued
 ramp in sales, marketing and advertising activities related to the transplant business, as well as supporting the commercialization
 efforts within oncology. The main driver of the increase was personnel-related expenses (see below for additional details).

 and administrative expenses decreased by $ 10.7 million, primarily due to decreases
 in stock-based compensation, headcount and personnel-related expenses. Headcount reductions were initiated in the second half of
 2022 and continued into the first half of 2023. See below for additional details.

 Change
 in fair value of contingent consideration was a gain in both periods presented, and decreased by $ 25.3
 million due to changes in the fair value model inputs and revised estimates on if and when future payouts will occur. The
 change is also driven in part by the Chronix Amendment which amended the earnout considerations, and eliminated the Chronix Milestone
 Payments, 15% Royalty Payments and Sale Payment obligations (see Note 3 to our consolidated financial statements included elsewhere
 in this Report). See below for additional information.

 Impairment
 losses relate to two 2023 assets impairment charges, including $ 5.0 million to in-process
 research and development ("IPR&D") intangible assets (see Note 5 to our consolidated financial statements included
 elsewhere in this Report) and $1.8 million to leasehold improvements (see Note 4).

 Goodwill
 impairment of $18.7 million was recorded during the fourth quarter of 2022 after we assessed our current environment and
 concluded that it was more-likely-than-not that the fair value of the goodwill was less than the carrying value. At that time, the
 carrying value of goodwill was comprised of, $9.2 million and $9.5 million from the Insight and Chronix acquisitions, respectively.
 See Note 2, "Intangible Assets and Goodwill," to our consolidated financial statements included elsewhere in this Report
 for additional information.

 Loss
 on disposal and held for sale assets of $1.3 million recorded in 2023 relates to various agreements to sell laboratory equipment
 and is mainly comprised of an impairment charge. See Note 2, "Assets Held for Sale and Discontinued Operations," to our
 consolidated financial statements included elsewhere in this Report for additional information.

 Total
 other income (expense) increased by $ 896,000, from an expense of $615,000 in 2022,
 to income of $ 281,000 in 2023, primarily due to additional interest income in 2023
 and the change in realized and unrealized loss on marketable equity securities. See below for additional information.

 Revenues

 The
following table shows our service revenues:

 2023

 2022

 Pharma Services

 $
 1,467

 $

 $

 %

 Laboratory developed test services

 -

 %

 Total

 $
 1,503

 $

 $

 %

Services are generally performed on a time and materials basis. Upon our completion of the service to the customer in accordance with
the contract, we have the right to bill the customer for the agreed upon price (either on a per test or per deliverable basis) and recognize
the Pharma Services revenue at that time, on an accrual basis. Pharma Services revenues are generated under discrete agreements for particular
customer projects that generally expire with the completion or termination of the customer's project. Accordingly, different customers
may account for greater or lesser portions of Pharma Services during different accounting periods, and Pharma Services revenues may exhibit
a larger variance from accounting period to accounting period than other revenues such as DetermaRx testing revenues. Refer to Note 2,
"Revenue Recognition – Pharma Services Revenue" and "Disaggregation of Revenues and Concentrations of Credit
Risk," to our consolidated financial statements included elsewhere in this Report for additional information.

 Laboratory
developed test services generally relate to payments received from sales prior to the Razor Sale Transaction. We generated revenue
from performing DetermaRx tests on clinical samples through orders received from physicians, hospitals, and other healthcare
providers. For all payers other than Medicare, we must consider the novelty of the test, the uncertainty of receiving payment, or
being subject to claims for a refund, from payers with whom it does not have a sufficient payment collection history or contractual
reimbursement agreements. Accordingly, for those payers, we have recognized revenue upon payment. Refer to Note 2, "Revenue
Recognition – Laboratory Developed Test Services," to our consolidated financial statements included elsewhere in this
Report for additional information.

 Cost
of Revenues

 Cost
of revenues generally consists of cost of materials, direct labor including payroll, payroll taxes, bonus, benefit and stock-based compensation,
equipment and infrastructure expenses, clinical sample costs associated with performing Pharma Services, and amortization of acquired
intangible assets. Infrastructure expenses include depreciation of laboratory equipment, allocated rent costs and leasehold improvements.
Cost of revenues for Pharma Services varies depending on the nature, timing, and scope of customer projects.

 Research
and Development Expenses

 A
summary of the main drivers of the change in research and development expenses is as follows:

 2023

 2022

 Personnel-related expenses

 $
 3,586

 $
 2,931

 $

 %

 Depreciation and amortization

 1,264

 %

 Share-based compensation

 1,238

 %

 Laboratory supplies and expenses

 1,676

 1,369

 %

 Facilities and insurance

 %

 Professional fees, legal, and outside services

 1,334

 (819
)

 -61
 %

 Severance

 %

 Other

 (119
)

 -55
 %

 Clinical trials

 %

 Total

 $
 9,294

 $
 7,301

 $
 1,993

 %

 % of Net Revenue

 %

 %

 -144
 %

 We
expect to continue to incur a significant amount of research and development expenses during the foreseeable future. We will continue
development of DetermaIO and VitaGraft. Our future research and development efforts and expenses will also depend on the amount of capital
that we are able to raise to finance those activities and whether we acquire rights to any new diagnostic tests. A portion of our costs
for leasing and operating our CLIA laboratory in Tennessee, and in Germany with Chronix, will also be included in research and development
expenses to the extent allocated to the development of our diagnostic tests.

 We
may commence clinical trials of DetermaIO if we develop that diagnostic test to the point where we determine that its use as a clinical
diagnostic appears to be feasible.

 Sales
and Marketing Expenses

 A
summary of the main drivers of the change in sales and marketing expenses is as follows:

 2023

 2022

 Personnel-related expenses

 $
 1,880

 $

 $
 1,288

 %

 Share-based compensation

 (20
)

 -8
 %

 Facilities and insurance

 %

 Professional fees, legal, and outside services

 (56
)

 -26
 %

 Marketing, advertising and other

 1718
 %

 Total

 $
 2,795

 $
 1,132

 $
 1,663

 %

 % of Net Revenue

 %

 %

 %

 We
expect to continue to incur sales and marketing expenses during the foreseeable future as we complete product development and begin commercialization
efforts for DetermaIO as a clinical test. Sales and marketing expenses will also increase if we successfully develop and begin commercializing
DetermaCNI, and VitaGraft, or if we acquire and commercialize other diagnostic tests. Our commercialization efforts and expenses will
also depend on the amount of capital that we are able to raise to finance commercialization of our tests. Our future expenditures on
sales and marketing will also depend on the amount of revenue that those efforts are likely to generate. Because physicians are more
likely to prescribe a test for their patients if the cost is covered by Medicare or health insurance, demand for our diagnostic and other
tests and our expenditures on sales and marketing are likely to increase if our diagnostic or other tests qualify for reimbursement by
Medicare or private health insurance companies.

and Administrative Expenses

 A
summary of the main drivers of the change in general and administrative expenses is as follows:

 2023

 2022

 Personnel-related expenses and board fees

 $
 3,461

 $
 7,155

 $
 (3,694
)

 -52
 %

 Professional fees, legal, and outside services

 3,117

 4,299

 (1,182
)

 -27
 %

 Facilities and insurance

 2,435

 2,696

 (261
)

 -10
 %

 Share-based compensation

 1,249

 5,435

 (4,186
)

 -77
 %

 Severance

 1,480

 (1,039
)

 -70
 %

 Other

 (337
)

 -41
 %

 Total

 $
 11,182

 $
 21,881

 $
 (10,699
)

 -49
 %

 % of Net Revenue

 %

 2284
 %

 -1540
 %

 Change
in Fair Value of Contingent Consideration

 We
will pay contingent consideration if various payment milestones are triggered under the merger agreements through which we acquired Insight
and Chronix. See Note 3 to our consolidated financial statements included elsewhere in this Report. Changes in the fair value of the
contingent consideration will be based on our reassessment of the key assumptions underlying the determination of this liability as changes
in circumstances and conditions occur from the Insight and Chronix acquisition dates to the reporting period being presented, with the
subsequent changes in fair value recorded as part of our consolidated loss from operations for that period. See above change explanation
for additional information.

 Other
Income and Expenses

 Total
other income and expenses is primarily comprised of interest income and expense, and net realized and unrealized losses from Lineage
and AgeX marketable equity securities, which were both sold in 2023 (see Note 2, "Marketable Equity Securities," to our consolidated
financial statements included elsewhere in this Report). Interest income is earned from money market funds we hold for capital preservation.
Interest expense was incurred under our financing lease obligations (see Note 7), and from our Bank loan in the prior year (see Note
6).

Taxes

 We did not record any provision or benefit for income taxes for the years
ended December 31, 2023 and 2022, as we had a full valuation allowance for the periods presented (see Note 10 to our consolidated financial
statements included elsewhere in this Report).

 A
valuation allowance is provided when it is more-likely-than-not that some portion of the deferred tax assets will not be realized. We
established a full valuation allowance for all periods presented due to the uncertainty of realizing future tax benefits from our net
operating loss carry-forwards and other deferred tax assets.

 Inflation

 Although
historically not significant to our results of operations, financial condition and cash flows, we may experience inflationary
pressures, primarily in personnel costs and with certain laboratory supplies. The extent of any future impacts from inflation on our
business and our results of operations will be dependent upon how long elevated inflation levels persist and the extent to which the
rate of inflation were to increase, if at all, neither of which we are able to predict. If elevated levels of inflation were to persist
or if the rate of inflation were to accelerate, the purchasing power of our cash and cash equivalents may be diminished, our expenses
could increase faster than anticipated and we may utilize our capital resources sooner than expected. Further, given the complexities
of the reimbursement landscape in which we operate, our payors may be unwilling or unable to increase reimbursement rates to compensate
for inflationary impacts. As such, the effects of inflation may adversely impact our results of operations, financial condition and cash
flows.

 Liquidity
and Capital Resources

 Our
foreseeable material cash requirements as of December 31, 2023, are recognized as liabilities or generally are otherwise described in
Note 7, "Commitments and Contingencies," to our consolidated financial statements included elsewhere in this Report. Cash
requirements are generally derived from our operating and investing activities including expenditures for working capital, human capital,
business development, investments in intellectual property, and business combinations. Our office lease obligations, net of sublease
payments, and contingent consideration obligations are further described in Note 7 and Note 3, respectively. Historically, we have not
entered into any off-balance sheet arrangements. At December 31, 2023 and 2022, we had unrecognized tax benefits (see Note 10).

 Since
formation, we have financed our operations primarily through the sale of our common stock, preferred stock and warrants. We have
incurred operating losses and negative cash flows since inception and had an accumulated deficit of $ 289.9 million
as of December 31, 2023. At December 31, 2023, we had $9.4 million of cash and cash equivalents. We expect to continue to incur
operating losses and negative cash flows for the near future. Our expectation to generate operating losses and negative operating cash flows in the future and the need for additional
funding to support our planned operations raise substantial doubt regarding our ability to continue as a going concern for a period of
one year after the date that the financial statements are issued (see Note 1).

 On June 1, 2022, we received net proceeds of approximately
$4.8 million from the Series A Redeemable Convertible Preferred Stock issued from the first tranche of the offering (see Note 8). On
April 19, 2022, Oncocyte received net proceeds of approximately $32.4 million from an underwritten offering of 1,313,320 shares of common
stock and 1,313,320 shares of April 2022 warrants to purchase up to 656,660 shares of common stock (see Note 8).

 On
April 3, 2023, we entered into an agreement with certain members of our Board of Directors, and several institutional and accredited
investors, including Broadwood Partners, L.P. ("Broadwood"), our largest shareholder, relating to their purchase of an aggregate of up to
2,278,121 shares of its common stock at an offering price of $7.08 per share to board members and $6.03 per share to the other
investors participating in the offering (see Note 8). The offering was intended to be priced 'at-the market' for
purposes of complying with applicable Nasdaq Listing Rules. The aggregate gross proceeds from the offering were approximately $13.9
million before deducting offering expenses payable by us. We used approximately $1.1 million of the net proceeds to immediately
redeem an aggregate of 1,064 shares of its Series A Redeemable Convertible Preferred Stock and may thereafter elect to redeem
additional shares.

 On April 11, 2024, we entered into a
private placement securities purchase agreement with certain accredited investors. The gross proceeds from the private placement are expected
to be approximately $15.8 million. See Note 14, "Subsequent Events," to our
consolidated financial statements included elsewhere in this Report for additional information.

 We
expect that our general operating expenses will remain flat as we continue to manage our available cash. Although we intend to market
our diagnostic tests in the United States through our own sales force, we are also beginning to make marketing arrangements with distributors
in other countries. We may also explore a range of other commercialization options in order to enter overseas markets and to reduce our
capital needs and expenditures, and the risks associated the timelines and uncertainty for attaining the Medicare reimbursement approvals
that will be essential for the successful commercialization of additional cancer diagnostic tests. Those alternative arrangements could
include marketing arrangements with other diagnostic companies through which we might receive a licensing fee and royalty on sales, or
through which we might form a joint venture to market one or more tests and share in net revenues, in the United States or abroad.

 On April 5, 2024, we entered into an
agreement to collaborate in the development and the commercialization of research use only and in vitro diagnostics kitted transplant
products. See Note 14, "Subsequent Events," to our consolidated financial statements included elsewhere in this Report for
additional information.

 In
addition to sales and marketing expenses, we will incur expenses from leasing and improving our offices and laboratory facilities in
Nashville, Tennessee. During the third quarter of 2023, we entered into a sublease arrangement for our main office (see "Irvine
Office Sublease Agreement" discussion above). On January 1, 2024, we expanded our Nashville facility by adding one new office lease
and renewing and extending our existing leases.

 We
may need to meet significant cash payment or stock obligations to former Insight and Chronix shareholders in connection with our acquisition
of those companies, as disclosed in Note 3 to the consolidated financial statements included elsewhere in this Report. To meet the future
cash payment obligations, we may have to utilize cash on hand that would otherwise be available to us for other business and operational
purposes, which could cause us to delay or reduce activities in the development and commercialization of our cancer tests.

 We
will need to continue to raise additional capital to finance our operations, including the development and commercialization of our diagnostic
tests, and making payments that may become due under our obligations to former Chronix shareholders and former Insight shareholders,
until such time as we are able to generate sufficient revenues to cover our operating expenses. Delays in the development of DetermaIO,
or obtaining reimbursement coverage from Medicare for that diagnostic test and for the other diagnostic tests that we may develop or
acquire, could prevent us from raising sufficient additional capital to finance the completion of development and commercial launch of
those tests. Investors may be reluctant to provide us with capital until our tests are approved for reimbursement by Medicare or reimbursement
by private healthcare insurers or healthcare providers, or until we begin generating significant amounts of revenue from performing those
tests. The unavailability or inadequacy of financing or revenues to meet future capital needs could force us to modify, curtail, delay,
or suspend some or all aspects of our planned operations. Sales of additional equity securities could result in the dilution of the interests
of our shareholders. We cannot assure that adequate long-term financing will be available on favorable terms, if at all.

 See
Note 1 and Note 8 to our consolidated financial statements included elsewhere in this Report for additional information about our going concern
 discussion and equity offerings, respectively.

 Cash
Used in Operations

the year ended December 31, 2023, our total research and development expenses were $9.3 million, our sales and marketing expenses were
$2.8 million, and our general and administrative expenses were $11.2 million. We also incurred $1.1 million in total cost of revenues,
including $88,000 amortization of intangible expenses. Consolidated net loss for the year ended December 31, 2023 was $27.8 million,
of which $2.9 million was from discontinued operations, and our consolidated net cash used in operating activities amounted to $23.3
million. Our cash used in operating activities during 2023 did not include the following noncash items: $1.7 million in depreciation
and amortization expenses, $2.8 million in stock-based compensation, $5.8 million gain from change in fair value of contingent consideration,
$6.8 million loss from asset impairments, $1.5 million loss related to discontinued operations, $1.3 million loss on disposal and held
for sale assets, $127,000 in other equity compensation expenses, and $61,000 in losses from marketable equity securities. Changes in
operating assets and liabilities were $4.0 million as an additional use of cash.

the year ended December 31, 2022, our consolidated net loss was $72.9 million, of which $54.3 million was from discontinued operations,
and consolidated net cash used in operating activities amounted to $45.6 million. Our cash used in operating activities during 2022 did
not include the following noncash items: $5.2 million in depreciation and amortization expenses, $10.0 million in stock-based compensation;
$31.0 million in gain from change in fair value of contingent consideration; $18.7 million loss from goodwill impairment, $25.9 million
loss from held for sale asset impairments, and $471,000 in unrealized losses on marketable equity securities. Changes in operating assets
and liabilities were $1.9 million as an additional use of cash.

 Cash
Used in Investing Activities

the year ended December 31, 2023, net cash used in investing activities was $932,000, mainly attributable to cash sold in discontinued
operations, partially offset by proceeds from the sale of marketable equity securities and equipment.

the year ended December 31, 2022, net cash used in investing activities was $4.3 million, due to cash paid for construction in progress
and purchase of furniture and equipment.

 Cash
Provided by Financing Activities

the year ended December 31, 2023, net cash provided by financing activities was $12.2 million, attributable to the $13.4 million of net
cash proceeds from the sale of shares of common stock, partially offset by redemption of Series A Redeemable Convertible Preferred Stock
of $1.1 million and repayments of financing lease obligations of $117,000.

the year ended December 31, 2022, net cash provided in financing activities was $35.8 million, primarily attributable to $32.4 million
of net cash proceeds from the sale of shares of common stock, and $4.8 million of net cash proceeds from the sale of redeemable convertible
Series A preferred shares, partially offset by repayments of our Bank loan and financing lease obligations of $1.4 million.

 Critical
Accounting Estimates

 Our
consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America
("GAAP"). In preparing these financial statements, we make assumptions, judgments and estimates that involve a significant
level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results
of operations. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to
be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions.
On a regular basis, we evaluate our assumptions, judgments and estimates and make changes accordingly.

 We
believe that of the significant accounting policies discussed in Note 2 to our consolidated financial statements included elsewhere in
this Report, the following accounting policies involve a significant level of estimation uncertainty and require our most difficult,
subjective or complex assumptions, judgments and estimates:

 Going
 Concern Assessment;

 Consideration Liabilities;

 Assets;

 Impairment
 of Long-Lived Assets;

 Revenue
 Recognition and Allowance for Credit Losses;

 Stock-Based
 Compensation; and

 Taxes.

 Going
Concern Assessment

 We
assess going concern uncertainty in our consolidated financial statements to determine if we have sufficient cash and cash equivalents
on hand and working capital, including available loans or lines of credit, if any, to operate for a period of at least one year from
the date our consolidated financial statements are issued (the "look-forward period"). As part of this assessment, based
on conditions that are known and reasonably knowable to us, we consider various scenarios, forecasts, projections, and estimates, and
we make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and our ability to delay
or curtail those expenditures or programs, if necessary, among other factors. Based on this assessment, as necessary or applicable, we
make certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent
we deem probable those implementations can be achieved and we have the proper authority to execute them within the look-forward period.
For additional information, refer to Note 1 to our consolidated financial statements included elsewhere in this Report.

Consideration Liabilities

consideration is estimated and recorded at fair value as of the acquisition date as part of the total consideration transferred. Contingent
consideration is an obligation of the acquirer to transfer additional assets or equity interests to the selling shareholders in the future
if certain future events occur or conditions are met, such as the attainment of product development milestones. Contingent consideration
also includes additional future payments to selling shareholders based on achievement of components of earnings, such as "earn-out"
provisions or percentage of future revenues, including royalties paid to the selling shareholders based on a percentage of certain revenues
generated.

 The
fair value of milestone-based contingent consideration was determined using a scenario analysis valuation method which incorporates our
assumptions with respect to the likelihood of achievement of the milestones, as defined in the merger agreements, credit risk, timing
of the contingent consideration payments and a risk-adjusted discount rate to estimate the present value of the expected payments, all
of which require significant management judgment and assumptions. Since the contingent consideration payments are based on nonfinancial,
binary events, management believes the use of the scenario analysis method is appropriate.

 The
fair value of royalty or revenue share-based contingent consideration was determined using a single scenario analysis method to value
those payments. The single scenario method incorporates our assumptions with respect to specified future revenues generated over their
respective useful lives, credit risk, and a risk-adjusted discount rate to estimate the present value of the expected royalty payments,
all of which require significant management judgment and assumptions. Since the royalty-based contingent consideration payments are based
on future revenues and linear payouts, management believes the use of the single scenario method is appropriate.

 The
fair value of contingent consideration after the acquisition date is reassessed by us as changes in circumstances and conditions occur,
with the subsequent change in fair value recorded in our consolidated statements of operations. Changes in key assumptions can materially
affect the estimated fair value of contingent consideration liabilities and, accordingly, the resulting gain or loss that we record in
our consolidated financial statements. During the years ended December 31, 2023 and 2022, we recorded gains in fair value of contingent
consideration of $5.8 million and $31.0 million, respectively. As of December 31, 2023
and 2022, contingent consideration liabilities were $39.9 million and $45.7 million, respectively.
For additional information, refer to Note 3 to our consolidated financial statements included elsewhere in this Report.

Assets

 We
consider various factors and risks for potential impairment of IPR&D intangible assets, including the current legal and
regulatory environment and the competitive landscape. Adverse clinical trial results, significant delays or inability to obtain LCD
from the Centers for Medicare and Medicaid Services for Medicare reimbursement for a diagnostic test, the inability to bring a
diagnostic test to market and the introduction or advancement of competitors' diagnostic tests could result in partial or full
impairment of the related intangible assets. Consequently, the eventual realized value of the IPR&D project may vary from its
fair value at the date of acquisition, and IPR&D impairment charges may occur in future periods. During the period between
completion or abandonment, the IPR&D assets will not be amortized but will be tested for impairment on an annual basis and
between annual tests if we become aware of any events occurring or changes in circumstances that would indicate a reduction in the
fair value of the IPR&D projects below their respective carrying amounts.

 During the first quarter of 2023, due to changes in management and our
economic condition, management shifted our business strategy to direct efforts on fewer studies and to transition from tests that are
LDTs to research use only sales. Due to the change in strategy, our long range plan forecasts were updated and anticipated future benefits
derived from our assets. The change in strategy represent a significant indicator for change in value of our long-lived assets. The original
IPR&D balances were reassessed based on the updated long range plan, using the multi-period excess earnings method ("MPEEM")
approach, the results of the valuation noted that the carrying value of certain IPR&D intangible assets was greater than the fair
market value. Accordingly, we recorded an impairment of approximately $5.0 million as of March 31, 2023. During the fourth quarter of
2023, the IPR&D balances were reassessed using the MPEEM approach and the results of the valuation noted that the fair market values
were greater than the carrying values of the IPR&D intangible assets. Accordingly, we did not record any additional adjustment as
of December 31, 2023. For additional information, refer to Note 5 to our consolidated financial statements included elsewhere in this
Report.

 Impairment
of Long-Lived Assets

 We
assess the impairment of long-lived assets, which consists primarily of long-lived intangible assets, right-of-use assets, and machinery
and equipment, whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not
be recoverable. When such events or changes in circumstances are present, we estimate the future cash flows expected to result from the
use of the asset (or asset group) and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than
the carrying amount, we recognize an impairment based on the fair value of such assets. During the years ended December 31, 2023 and
2022, we recognized long-lived assets impairments of $1.8 million and zero, respectively. For additional information, refer to Note 4
to our consolidated financial statements included elsewhere in this Report.

 Revenue
Recognition and Allowance for Credit Losses

Services revenue

Services are generally performed under individual scope of work ("SOW") arrangements or license agreements (together
with SOW the "Pharma Services Agreements") with specific deliverables defined by the customer. Pharma Services are
performed on a (i) time and materials basis or (ii) per test completed basis. Upon completion of the service to the customer in
accordance with a Pharma Services Agreement, we have the right to bill the customer for the agreed upon price (either on a per test
or per deliverable basis) and recognizes Pharma Service revenue at that time. Insight identifies each sale of its Pharma Service
offering as a single performance obligation. Chronix identifies the processing of test samples as a separate performance obligation
(considered a series) within license agreements with customers. Completion of the service and satisfaction of the performance
obligation is typically evidenced by access to the report or test made available to the customer or any other form or applicable
manner of delivery defined in the Pharma Services Agreements. However, for certain SOWs under which work is performed pursuant to
the customer's highly customized specifications, we have the enforceable right to bill the customer for work completed,
rather than upon completion of the SOW. For those SOWs, we recognize revenue over a period during which the work is performed
using a formula that accounts for expended efforts, generally measured in labor hours, as a percentage of total estimated efforts
for the completion of the SOW. As performance obligations are satisfied under the Pharma Services Agreements, any amounts earned as
revenue and billed to the customer are included in accounts receivable.

 We
establish an allowance for credit losses based on the evaluation of the collectability of its Pharma Services accounts receivables
after considering a variety of factors, including the length of time receivables are past due, significant events that may impair
the customer's ability to pay, such as a bankruptcy filing or deterioration in the customer's operating results or
financial position, reasonable and supportable forecast that affect the collectability of the reported amount, and historical
experience. We continuously monitor collections and payments from customers and maintains a provision for estimated credit losses
and uncollectible accounts, if any, based upon its historical experience and any specific customer collection issues that have been
identified. Amounts determined to be uncollectible are written off against the credit loss reserve accounts. As of December 31, 2023
and 2022, we had an allowance for credit losses of $5,000 and zero, respectively, related to Pharma Services.

 Laboratory
Developed Test Services

 Although we have billed a list price for all tests ordered and completed
for all payer types, we consider constraints on the variable consideration when recognizing revenue for DetermaRx. Because DetermaRx
is a novel test and there are no current reimbursement arrangements with third-party payers other than Medicare, the transaction price
represents variable consideration. Application of the constraint for variable consideration is an area that requires significant judgment.
For all payers other than Medicare, we must consider the novelty of the test, the uncertainty of receiving payment, or being subject to
claims for a refund, from payers with whom it does not have a sufficient payment collection history or contractual reimbursement agreements.
Accordingly, for those payers, we have recognized revenue upon payment because it has had insufficient history to reliably estimate payment
patterns.

 We
maintain an allowance for credit losses related to Laboratory Developed Test Services at an amount we estimate to be sufficient to provide
adequate protection against losses resulting from extending credit to our customers. We base this allowance, in the aggregate, on historical
collection experience, age of receivables and general economic conditions, as well as specific identification of uncollectible accounts.
We initially established an allowance in 2022 in connection with remaining Medicare and Medicare Advantage account balances and have
continued to add to the allowance as appropriate. In the first quarter of 2023, in connection with the adoption of the new
current expected credit loss model (see Note 2, "Recent Accounting Pronouncements – Recently Adopted," to our consolidated
financial statements included elsewhere in this Report), the Company determined that the Medicare and Medicare Advantage accounts receivable
net balance of approximately $1.4 million was uncollectible and should therefore be written-off, based on the new guidance. As of December
31, 2023 and 2022, we had an allowance for credit losses of zero and $154,000, respectively, related to Laboratory Developed Test
Services.

 Stock-Based
Compensation

 We
recognize compensation expense related to share-based payment awards made to employees, board directors and other non-employees
based on estimated fair values. We estimate the fair value of stock-based payment awards on the grant date and recognize the
resulting fair value over the requisite service period on a straight-line basis. For stock-based awards that vest only upon the
attainment of one or more performance goals, compensation cost is recognized if and when we determine that it is probable that the
performance condition or conditions will be, or have been, achieved. For grants with market-based and time-based vesting conditions,
the fair value is estimated using the Monte Carlo simulation model, which includes the estimated period to achievement of the
performance and market conditions, which are subject to the achievement of the market-based goals established by us and continued
employment. We utilize the Black-Scholes option pricing model for determining the fair value of standard time-based stock options.
Our determination of fair value of share-based payment awards on the date of grant using an option pricing model is affected by our
stock price as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not
limited to, expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise
behaviors. We estimate the expected volatility using our own stock price volatility for a period equal to the expected term of the
options. The expected term of options granted is based on our own experience. The risk-free rate is based on the U.S. Treasury rates
in effect during the corresponding period of grant. Key inputs and assumptions may change as we continue to develop our own company
estimates, experience and key inputs including our expected term, and stock price volatility based on the trading history of our
stock in the public market. Changes in these subjective assumptions can materially affect the estimated value of equity grants and
the stock-based compensation that we record in our consolidated financial statements. During the years ended December 31, 2023 and
2022, we recognized total stock-based compensation of $2.8 million and $10.0 million, respectively. For additional information,
refer to Note 9 to our consolidated financial statements included elsewhere in this Report.

Taxes

 We
account for income taxes in accordance with ASC 740, Income Taxes, which prescribes the use of the asset and liability method,
whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in
effect. Valuation allowances are established when necessary to reduce deferred tax assets when it is more-likely-than-not that a portion
or all of the deferred tax assets will not be realized. Our judgments regarding future taxable income may change over time due to changes
in market conditions, changes in tax laws, tax planning strategies or other factors. If our assumptions and consequently our estimates
change in the future, the valuation allowance may be increased or decreased, which may have a material impact on our statements of operations.

 The
guidance also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
sustainable upon examination by taxing authorities. We will recognize accrued interest and penalties, if any, related to unrecognized
tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of the financial statement periods
presented herein. We account for uncertain tax positions by assessing all material positions taken in any assessment or challenge by
relevant taxing authorities. We are currently unaware of any tax issues under review. Refer to Note 10 to our consolidated financial
statements included elsewhere in this Report.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 Under
SEC rules and regulations, as a smaller reporting company, we are not required to provide the information required by this item.

 Item
8. Financial Statements and Supplementary Data

 December
31, 2023

 Page

 Report of Independent Registered Public Accounting Firm (Marcum LLP)

 Report of Independent Registered Public Accounting Firm (WithumSmith+Brown, PC)

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Comprehensive Loss

 Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Shareholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 Report
of Independent Registered Public Accounting Firm

 To the Shareholders and Board of Directors of

 Oncocyte Corporation

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance
sheet of Oncocyte Corporation (the "Company") as of December 31, 2023, the related consolidated statements of operations,
comprehensive loss, Series A redeemable convertible preferred stock and shareholders' equity and cash flows for the year ended December
31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations
and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States
of America.

 We
have also audited the retrospective adjustments to the consolidated financial statements of the Company as of December 31, 2022 and for
the year then ended to apply the effect of the reverse stock split described in Note 2 to the financial statements. In our opinion, such
adjustment is appropriate and has been properly applied. We were not engaged to audit, review or apply any procedures to the consolidated
financial statements of the Company as of and for the year ended December 31, 2022 other than with respect to the adjustment and, accordingly,
we do not express an opinion or any other form of assurance on the consolidated financial statements of the Company as of and for the
year ended December 31, 2022 taken as a whole.

 Explanatory
Paragraph – Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described
in Note 1, the Company has incurred operating losses and negative cash flows since inception and needs to raise additional funds to meet
its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Explanatory Paragraph – Change in Accounting Principle

 As discussed in Note 2 to the financial statements,
the Company changed its method of accounting for allowance for credit losses by adopting ASU 2016-13, Financial Instruments –
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, effective January 1, 2023 using the modified retrospective
method.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below are
matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the
audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions
on the critical audit matters or on the accounts or disclosures to which they relate.

 Contingent consideration – Fair valuation
of contingent consideration liabilities

 As described in Note 3 to the financial statements,
the Company reported certain contingent consideration liabilities at the estimated fair value as of year-end. The Company used a discounted
cash flow model, which is an income approach, in determining the fair value of the contingent consideration liabilities.

 The principal considerations for our determination
that performing procedures relating to evaluating the fair value of contingent consideration liabilities is a critical audit matter, are
that there is significant judgment by management in the estimation of possible future payouts, the discount rate, and the likelihood of
certain milestones being met. This in turn led to high degree of auditor judgment, subjectivity, and effort in performing audit procedures
in evaluating audit evidence related to management's estimates and assumptions used in the valuation models. Also, the evaluation
of the audit evidence related to the determination of fair value of contingent consideration payable required significant auditor judgment
as the nature of the evidence is often subjective, and the audit effort involved the use of professionals with specialized skills and
knowledge to assist in evaluating the audit evidence obtained.

 Addressing the matter involved performing procedures
and evaluating evidence in connection with forming our overall audit opinion on the consolidated financial statements. These procedures
included, among others, (i) evaluating management's estimation of possible future payouts, which included evaluating forecasted
revenues and the likelihood of certain milestones being met; (ii) evaluating management's determination of the discount rate; and
(iii) testing the mathematical accuracy of the model. Professionals with specialized skill and knowledge were used to assist in the evaluation
of the Company's measurement of the fair value of contingent consideration liabilities.

 Intangible assets – Impairment assessment
of certain indefinite-lived intangible assets

 As described in Note 5 to the financial statements,
the Company identified indicators of impairment for its in-process research and development indefinite-lived intangible assets and performed
its evaluation for impairment. The Company used a multi-period excess earnings method, which is an income approach, to determine the fair
value of the intangible assets.

 The principal considerations for our determination
that performing procedures relating to evaluating the impairment assessment is a critical audit matter, are that there is significant
judgment by management in the estimation of forecasted cash flows, and assumptions such as the discount rate. This in turn led to high
degree of auditor judgment, subjectivity, and effort in performing audit procedures in evaluating audit evidence related to management's
estimates and assumptions used in the forecasted cash flows and valuation models. Also, the evaluation of the audit evidence related to
impairment assessment required significant auditor judgment as the nature of the evidence is often subjective, and the audit effort involved
the use of professionals with specialized skills and knowledge to assist in evaluating the audit evidence obtained.

 Addressing the matter involved performing procedures
and evaluating evidence in connection with forming our overall audit opinion on the financial statements. These procedures included, among
others, (i) evaluating management's estimation of forecasted cash flows, including corroborating the inputs used in management's
model; (ii) evaluating management's determination of the discount rate; and (iii) testing the mathematical accuracy of the model.
Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company's impairment assessment.

 /s/
 Marcum LLP

 Marcum LLP (PCAOB ID 688)

 We
have served as the Company's auditor since 2023.

 Costa
Mesa, CA

 April 15, 2024

 Report
of Independent Registered Public Accounting Firm

 To
the Shareholders and Board of Directors

Corporation

 Opinion
on the Financial Statements

 We
have audited, before the effects of the retrospective adjustments related to the reverse stock split discussed in Note 2 to the consolidated
financial statements, the accompanying consolidated balance sheet of Oncocyte Corporation (the "Company") as of December
31, 2022, and the related consolidated statements of operations, comprehensive loss, shareholders' equity, and cash flows for the
year then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion,
before the effects of the retrospective adjustments related to the reverse stock split discussed in Note 2 to the consolidated financial
statements, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at
December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.

 We
were not engaged to audit, review, or apply any procedures to the effects of the retrospective adjustments related to the reverse stock
split discussed in Note 2 to the consolidated financial statements and, accordingly, we do not express an opinion or any other form of
assurance about whether such retrospective adjustments are appropriate and have been properly applied. Those retrospective adjustments
were audited by other auditors.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements
that were communicated or required to be communicated to the Audit Committee and that: (1) relate to accounts or disclosures that are
material to the consolidated financial statements; and (2) involved our especially challenging, subjective, or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole,
and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.

 Valuation
of Contingent Consideration Liabilities - Refer to Notes 3 to the consolidated financial statements

 Description
of the Matter

 The
Company recognized contingent consideration liabilities at the estimated fair value on the acquisition date in connection with applying
the acquisition method of accounting for business combinations. Subsequent changes to the fair value of the contingent consideration
liabilities were recorded within the consolidated statement of operations in the period of change. At December 31, 2022, the Company
had $5.4 million and $40.3 million in contingent consideration liabilities, for the Company's DetermaIO and TheraSure
tests, respectively, which were associated with business combinations. These amounts represented a 'Level 3' fair value measurement
in the fair value hierarchy due to the significant unobservable inputs used in determining the fair value and the use of management judgment
about the assumptions market participants would use in pricing the liabilities.

 Auditing
the valuation of contingent consideration liabilities, consisting of milestone and royalty consideration, was complex and required significant
auditor judgment due to the use of a scenario analysis valuation method and the high degree of subjectivity in evaluating certain assumptions
required to estimate the fair value of the milestone contingent consideration and royalty contingent consideration. In particular, the
royalty contingent consideration fair value measurement is based on future revenues, revenues for current services, and discount rates.
The milestone contingent consideration fair value measurement is based on nonfinancial, binary events, therefore is reassessed as changes
in circumstances and conditions occur. Management utilized its expertise within the industry, including commercial dynamics, trends and
utilization, as well as knowledge of clinical development and regulatory approval processes to determine certain of these assumptions.

 How
We Addressed the Matter in Our Audit

 To
test the estimated fair value of contingent consideration liabilities, our audit procedures included, among others, inspecting the terms
of the executed agreement, assessing the scenario analysis valuation method used and testing the key contractual inputs and significant
assumptions discussed above. We evaluated the assumptions and judgments considering observable industry and economic trends and standards,
external data sources and regulatory factors. Estimated amounts of future sales were evaluated for reasonableness in relation to internal
and external analyses, clinical development progress and timelines, probability of success benchmarks, and regulatory notices. Our procedures
included evaluating the data sources used by management in determining its assumptions and, where necessary, included an evaluation of
available information that either corroborated or contradicted management's conclusions. We involved our valuation specialists
to assess the Company's scenario analysis valuation and to perform corroborative fair value calculations.

 Assessment
of Held for Sale and Discontinued Operations Classification and Impairment Charge - Refer to Notes 2 and 13 to the consolidated financial
statements

 Description
of the Matter

 On
December 15, 2022, the Company entered into a Stock Purchase Agreement to sell 3,188,181 shares of common stock of Razor Genomics Inc.,
a wholly-owned subsidiary of the Company ("Razor"), which constitutes approximately 70% of the issued and outstanding equity
interests of Razor on a fully-diluted basis. As a result, Razor was classified as held for sale and reported as discontinued operations
and impairment charges of $25.9 million were recorded to reduce the carrying amount of the assets to zero as there were minimal considerations
received.

 We
identified the assessment of held for sale and discontinued operations classification and associated impairment charges as a critical
audit matter because of the extensive effort required to audit the subjective and complex judgments associated with those matters, including:

 The
 assessment of whether the sale meets the criteria for held for sale;

 The
 assessment of whether the sale of Razor represents a discontinued operation; and

 The
 determination of the impairment charges.

 How
We Addressed the Matter in Our Audit

 The
primary procedures we performed to address this critical audit matter included the following. We obtained an understanding and evaluated
the design of the Company's internal control over accounting for significant unusual transactions. We assessed management's
judgments in determining whether the sale of Razor meets the held for sale and discontinued operations classification criteria through
procedures performed, including, but not limited to, reviewing relevant supporting documentation, and inquiring of management regarding
specific assumptions made. We tested the recognition and classifications of the Company's segregation of assets, liabilities and
the results of operations that are classified as discontinued operations by inspecting the Company's accounting data and related
adjustments. We also reviewed the accuracy and completeness of the Company's disclosures as they relate to discontinued operations.

 /s/
 WithumSmith+Brown, PC

 We served as the Company's auditor from 2015 through September 2023.

 East
Brunswick, New Jersey

 April
12, 2023

 PCAOB
ID Number 100

BALANCE SHEETS

 (In
thousands, except per share data)

 2023

 2022

 2023

 2022

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 $
 9,432

 $
 19,993

 Accounts receivable, net of allowance for credit losses of $ 5 and $ 154, respectively

 2,012

 Marketable equity securities

 -

 Prepaid expenses and other current assets

 Assets held for sale

 -

 Current assets of discontinued operations (Note 13)

 -

 2,121

 Total current assets

 10,698

 25,536

 NONCURRENT ASSETS

 Right-of-use and financing lease assets, net

 1,637

 2,179

 Machinery and equipment, net, and construction in progress

 3,799

 8,672

 Intangible assets, net

 56,595

 61,633

 Restricted cash

 1,700

 1,700

 Other noncurrent assets

 TOTAL ASSETS

 $
 74,892

 $
 100,091

 LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES

 Accounts payable

 $

 $
 1,253

 Accrued compensation

 1,649

 1,771

 Accrued royalties

 1,116

 2,022

 Accrued expenses and other current liabilities

 1,817

 Accrued severance from acquisition

 2,314

 2,314

 Accrued liabilities from acquisition

 -

 Right-of-use and financing lease liabilities, current

 Current liabilities of discontinued operations (Note 13)

 2,005

 Total current liabilities

 7,194

 12,106

 NONCURRENT LIABILITIES

 Right-of-use and financing lease liabilities, noncurrent

 2,204

 2,729

 Contingent consideration liabilities

 TOTAL LIABILITIES

 49,298

 60,497

 Commitments and contingencies

 -

 Series A Redeemable Convertible Preferred Stock, no par value; stated value $ 1,000 per share; 5 and 6 shares issued and outstanding at December 31, 2023 and 2022, respectively; aggregate liquidation preference of $ 5,296 and $ 6,091 as of December 31, 2023 and 2022, respectively

 5,126

 5,302

 SHAREHOLDERS' EQUITY

 Preferred stock, no par value, 5,000 shares authorized; no shares issued and outstanding

 -

 -

 Common stock, no par value, 230,000 shares authorized; 8,261 and 5,932 shares issued and outstanding at
 December 31, 2023 and 2022, respectively

 310,295

 Accumulated other comprehensive income

 Accumulated deficit

 ( 289,876
)

 ( 260,676
)

 Total shareholders' equity

 20,468

 34,292

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 $
 74,892

 $
 100,091

 The
accompanying notes are an integral part of these consolidated financial statements.

STATEMENTS OF OPERATIONS

 (In
thousands, except per share data)

 2023

 2022

 2023

 2022

 Net revenue

 $
 1,503

 $

 Cost of revenues

 1,002

 Cost of revenues –
 amortization of acquired intangibles

 Gross profit (loss)

 ( 18
)

 Operating expenses:

 Research and development

 9,294

 7,301

 Sales and marketing

 2,795

 1,132

 General and administrative

 11,182

 21,881

 Change in fair value of contingent consideration

 ( 5,762
)

 ( 31,019
)

 Impairment losses

 6,757

 -

 Goodwill impairment

 -

 18,684

 Loss on disposal and
 held for sale assets

 1,283

 -

 Total operating expenses

 25,549

 17,979

 Loss from operations

 ( 25,136
)

 ( 17,997
)

 Other (expenses) income:

 Interest expense

 ( 52
)

 ( 83
)

 Realized and unrealized loss on marketable
equity securities, net

 ( 61
)

 ( 471
)

 Other income (expenses),
net

 ( 61
)

 Total other income (expenses)

 ( 615
)

 Loss from continuing operations

 ( 24,855
)

 ( 18,612
)

 Loss from discontinued
 operations (Note 13)

 ( 2,926
)

 ( 54,290
)

 Net
 loss

 $
)

 $
)

 Less: dividends and
accretion of Series A
 redeemable convertible preferred stock

 ( 942
)

 ( 520
)

 Net
 loss attributable to common stockholders

 $
 ( 28,723
)

 $
 ( 73,422
)

 Net loss from continuing operations per share:
 basic and diluted

 $
 ( 3.37
)

 $
 ( 3.45
)

 Net loss from discontinued operations per share:
 basic and diluted

 $
 ( 0.38
)

 $
 ( 9.80
)

 Net loss attributable to common stockholders
 per share: basic and diluted

 $
 ( 3.75
)

 $
 ( 13.25
)

 Weighted average shares outstanding: basic and diluted

 7,651

 5,540

 The
accompanying notes are an integral part of these consolidated financial statements.

STATEMENTS OF COMPREHENSIVE LOSS

 (In
thousands)

 2023

 2022

 2023

 2022

 Net loss

 $
)

 $
)

 Foreign currency translation adjustments

 Comprehensive loss

 $
 ( 27,771
)

 $
 ( 72,900
)

 The
accompanying notes are an integral part of these consolidated financial statements.

STATEMENTS OF SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY

 (In
thousands)

 Deficit

 Equity

 Year Ended December 31, 2023

 Series A Redeemable Convertible Preferred Stock

 Common Stock

 Accumulated Other

 Comprehensive

 Accumulated

 Total

 Shareholders'

 Deficit

 Equity

 $
 5,302

 5,932

 $

 $

 $
 ( 260,676
)

 $
 34,292

 Cumulative change in accounting principle (Note 2)

 -

 -

 -

 -

 -

 ( 1,419
)

 ( 1,419
)

 Balance at January 1, 2023, as adjusted

 5,302

 5,932

 ( 262,095
)

 32,873

 Net Loss

 -

 -

 -

 -

 -

)

)

 Foreign currency translation adjustment

 -

 -

 -

 -

 -

 Stock-based compensation

 -

 -

 -

 2,760

 -

 -

 2,760

 Vesting of bonus awards

 -

 -

 -

 -

 -

 Sale of common shares, net of financing costs

 -

 -

 2,275

 13,421

 -

 -

 13,421

 Deemed dividend on Series A redeemable convertible preferred stock

 -

 -

 ( 118
)

 -

 -

 ( 118
)

 Shares issued upon vesting of RSUs

 -

 -

 -

 -

 -

 -

 Shares issued for consultant services

 -

 -

 -

 -

 Redemption of Series A redeemable convertible preferred stock

 ( 1
)

 ( 1,118
)

 -

 -

 -

 -

 -

 Accretion of Series A convertible preferred stock to redemption value

 -

 -

 ( 824
)

 -

 -

 ( 824
)

 Balance at December 31, 2023

 $
 5,126

 8,261

 $
 310,295

 $

 $
 ( 289,876
)

 $
 20,468

 Year Ended December 31, 2022

 Series A Redeemable Convertible Preferred Stock

 Common Stock

 Accumulated Other

 Comprehensive

 Accumulated

 Total

 Shareholders'

 Deficit

 Equity

 Balance at December 31, 2021

 -

 $
 -

 4,612

 $
 252,954

 $

 $
 ( 187,774
)

 $
 65,217

 Balance

 -

 $
 -

 4,612

 $
 252,954

 $

 $
 ( 187,774
)

 $
 65,217

 Net Loss

 -

 -

 -

 -

 -

)

)

 Foreign currency translation adjustment

 -

 -

 -

 -

 -

 Stock-based compensation

 -

 -

 -

 10,042

 -

 -

 10,042

 Shares issued upon vesting of RSUs, net of shares retired to pay employees' taxes

 -

 -

 -

 -

 -

 -

 Issuance of common shares, including at-the-market transactions, net of financing costs and underwriting discounts

 -

 -

 1,314

 32,453

 -

 -

 32,453

 Issuance of Series A redeemable convertible preferred stock, net of financing costs

 4,782

 -

 -

 -

 -

 -

 Accretion of Series A convertible preferred stock to redemption value

 -

 -

 ( 520
)

 -

 -

 ( 520
)

 $
 5,302

 5,932

 $

 $

 $
 ( 260,676
)

 $
 34,292

 Balance

 $
 5,302

 5,932

 $

 $

 $
 ( 260,676
)

 $
 34,292

 The
accompanying notes are an integral part of these consolidated financial statements.

STATEMENTS OF CASH FLOWS

 (In
thousands)

 2023

 2022

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation and amortization expense

 1,592

 1,528

 Amortization of intangible assets

 3,692

 Stock-based compensation

 2,760

 10,042

 Equity compensation for bonus awards and consulting services

 -

 Realized and unrealized loss on marketable equity securities, net

 Amortization of debt issuance costs

 -

 Change in fair value of contingent consideration

 ( 5,762
)

 ( 31,019
)

 Impairment losses

 6,757

 -

 Goodwill impairment

 -

 18,684

 Loss on disposal of discontinued operations

 1,521

 -

 Loss on disposal and held for sale assets

 1,283

 -

 Impairment loss from held for sale assets of discontinued operations (Note 13)

 -

 25,866

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 575
)

 Prepaid expenses and other assets

 ( 231
)

 Accounts payable and accrued liabilities

 ( 4,757
)

 Accrued severance and liabilities from Chronix Biomedical acquisition

 -

 ( 1,317
)

 Lease assets and liabilities

 ( 107
)

 ( 116
)

 Net cash used in operating activities

 ( 23,325
)

 ( 45,568
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Proceeds from sale of marketable equity securities

 -

 Proceeds from sale of equipment

 -

 Construction in progress and purchases of furniture and equipment

 ( 281
)

 ( 4,340
)

 Cash sold in discontinued operations (Note 13)

 ( 1,372
)

 -

 Net cash used in investing activities

 ( 932
)

 ( 4,340
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from sale of common shares

 13,848

 32,812

 Financing costs to issue common shares

 ( 427
)

 ( 389
)

 Proceeds from sale of redeemable convertible Series A preferred shares

 -

 4,875

 Redemption of redeemable convertible Series A preferred shares

 ( 1,118
)

 -

 Financing costs to issue redeemable convertible Series A preferred shares

 -

 ( 93
)

 Proceeds from sale of common shares under at-the-market transactions

 -

 Financing costs for at-the-market sales

 -

 ( 1
)

 Repayment of bank loan

 -

 ( 1,325
)

 Repayment of financing lease obligations

 ( 117
)

 ( 104
)

 Net cash provided by financing activities

 12,186

 35,806

 NET CHANGE IN CASH, CASH EQUIVALENTS (INCLUDES DISCONTINUED OPERATIONS) AND RESTRICTED CASH

 ( 12,071
)

 ( 14,102
)

 CASH, CASH EQUIVALENTS (INCLUDES DISCONTINUED OPERATIONS) AND RESTRICTED CASH, BEGINNING

 23,203

 37,305

 CASH, CASH EQUIVALENTS (INCLUDES DISCONTINUED OPERATIONS) AND RESTRICTED CASH, ENDING

 $
 11,132

 $
 23,203

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 Cash paid for interest

 $
 -

 $

 Cash paid for income taxes

 $
 -

 $
 -

 SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

 Construction in progress, machinery and equipment purchases included in accounts payable and accrued liabilities

 $
 -

 $

 The
accompanying notes are an integral part of these consolidated financial statements.

 NOTES

 1.
 Organization, Description of the Business and Liquidity

Corporation ("Oncocyte," the "Company," "we" or "us"), incorporated in 2009 in the state
of California, is a precision diagnostics company focused on developing and commercializing proprietary tests in three areas: VitaGraft
is a blood-based solid organ transplantation monitoring test, DetermaIO is a gene expression test that assesses the tumor microenvironment
to predict response to immunotherapies, and DetermaCNI is a blood-based monitoring tool for monitoring therapeutic efficacy in cancer
patients.

 Razor
Transactions

 Oncocyte's
first product for commercial release was a proprietary treatment stratification test called DetermaRx that identifies which patients
with early-stage non-small cell lung cancer may benefit from chemotherapy, resulting in a significantly higher, five-year survival rate.
Beginning in September 2019 through February 23, 2021, Oncocyte held a 25 % equity interest in Razor Genomics, Inc. ("Razor"),
a privately held company, that had developed and licensed to Oncocyte the lung cancer treatment stratification laboratory test that Oncocyte
was commercializing as DetermaRx. On February 24, 2021, Oncocyte completed the purchase of all the remaining issued and outstanding shares
of common stock of Razor. As a result of the purchase of the Razor common stock, Oncocyte became the sole shareholder of Razor.

 On
December 15, 2022, the Company, entered into a Stock Purchase Agreement (the "Razor Stock Purchase Agreement") with Dragon
Scientific, LLC, a Delaware limited liability company ("Dragon") and Razor. Pursuant to the Razor Stock Purchase Agreement,
Oncocyte agreed to sell to Dragon, 3,188,181 shares of common stock of Razor, which constituted approximately 70 % of the issued and outstanding
equity interests of Razor on a fully-diluted basis, and transfer to Razor all of the assets and liabilities related to DetermaRx (the
"Razor Sale Transaction").

 As
a result of the divestiture of Razor, the Company has retrospectively revised the consolidated statement of operations and balance sheet
for the year ended December 31, 2022, to reflect the operations of Razor as discontinued operations and the related assets and liabilities
disposed. See Note 13, "Discontinued Operations of Razor" for additional information.

 On
February 16, 2023, Oncocyte completed the Razor Sale Transaction (the "Razor Closing"). In connection with the Razor Closing,
Oncocyte transferred to Razor all of the assets and liabilities related to DetermaRx. While no monetary consideration was received for
the sale of 70 % of the equity interests of Razor, the transaction allowed the Company to eliminate all development and commercialization
costs with respect to DetermaRx. Following the Razor Closing, Oncocyte continues to own 1,366,364 shares of common stock of Razor, which
constitutes approximately 30 % of the issued and outstanding equity interests of Razor on a fully-diluted basis.

 Going
Concern

has incurred operating losses and negative cash flows since inception and had an accumulated deficit of $ 289.9
 million as of December 31, 2023. Oncocyte expects
to continue to incur operating losses and negative cash flows for the foreseeable future. Since its formation, Oncocyte has financed
its operations primarily through the sale of shares of its common stock, convertible preferred stock and warrants to acquire common stock.
At December 31, 2023, Oncocyte had $ 9.4
 million of cash and cash equivalents.

 As
of December 31, 2023, Oncocyte is completing clinical development and planning commercialization of DetermaIO, although DetermaIO is
currently available for biopharma diagnostic development and research use only as a companion test in immunotherapy drug development
to select patients for clinical trials. Oncocyte received a positive coverage decision from MolDx for VitaGraft Kidney in August of 2023,
and it became commercially available for ordering in January 2024 through Oncocyte's CLIA Laboratory in Nashville, Tennessee. VitaGraft
Kidney is now broadly available to transplant professionals upon request. While Oncocyte plans to primarily market its laboratory tests
in the United States through its own sales force, it is also beginning to make marketing arrangements with distributors in other countries.
In order to reduce capital needs and to expedite the commercialization of any new laboratory tests that may become available for clinical
use, Oncocyte may also pursue marketing arrangements with other diagnostic companies through which Oncocyte might receive licensing fees
and royalty on sales, or through which it might form a joint venture to market its tests and share in net revenues, in the United States
or abroad.

 On
April 5, 2024, the Company entered into an agreement to collaborate in the development and the commercialization of research use only
and in vitro diagnostics kitted transplant products. See Note 14, "Subsequent Events" for additional information.

 NOTES

 On
April 11, 2024, the Company entered into a private placement securities purchase agreement with certain accredited investors. The gross
proceeds to the Company from the private placement are expected to be approximately $ 15.8
 million. See Note 14, "Subsequent Events"
for additional information.

 In
addition to general economic and capital market trends and conditions, Oncocyte's ability to raise sufficient additional capital
to finance its operations from time to time will depend on a number of factors specific to Oncocyte's operations such as operating
revenues and expenses, progress in development of, or in obtaining reimbursement coverage from Medicare for DetermaIO and other future
laboratory tests that Oncocyte may develop or acquire.

 The
unavailability or inadequacy of financing or revenues to meet future capital needs could force Oncocyte to modify, curtail, delay,
or suspend some or all aspects of planned operations. Sales of additional equity securities could result in the dilution of the
interests of its shareholders. Oncocyte cannot assure that adequate long-term financing will be available on favorable terms, if at
all.

 In
accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, we evaluated whether there are conditions
and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year
after the date that the consolidated financial statements included in this Report are issued. This evaluation initially does not take
into consideration the potential mitigating effect of our plans that have not been fully implemented as of the date the consolidated
financial statements included in this Report are issued. When substantial doubt exists under this methodology, we evaluate whether the
mitigating effect of our plans sufficiently alleviates substantial doubt about our ability to continue as a going concern. The mitigating
effect of our plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one
year after the date that such financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate
the relevant conditions or events that raise substantial doubt about our ability to continue as a going concern within one year after
the date that such financial statements are issued. In performing this analysis, we excluded certain elements of our operating plan that
cannot be considered probable.

 Our
expectation to generate operating losses and negative operating cash flows in the future and the need for additional funding to support
our planned operations raise substantial doubt regarding our ability to continue as a going concern for a period of one year after the
date that the consolidated financial statements are issued. Management intends to complete additional equity financings while maintaining
reduced spending levels. However, due to several factors, including those outside management's control, there can be no assurance
that we will be able to complete additional equity financings. If we are unable to complete additional financings, management's
plans include further reducing or delaying operating expenses. We have concluded the likelihood that our plan to successfully obtain
sufficient funding from one or more of these sources or adequately reduce expenditures, while reasonably possible, is less than probable.
Accordingly, we have concluded that substantial doubt exists about our ability to continue as a going concern for a period of at least
one year from the date of issuance of these consolidated financial statements.

 The
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result
from the outcome of the uncertainties described above.

 2.
 Summary of Significant Accounting Policies

 Accounting
Principles

 The
consolidated financial statements and accompanying notes are prepared on the accrual basis of accounting in accordance with U.S. generally
accepted accounting principles ("GAAP").

 NOTES

 Principles
of Consolidation and Basis of Presentation

 On
January 31, 2020, with the acquisition of Insight Genetics, Inc. ("Insight") through a merger with a newly incorporated wholly-owned
subsidiary of Oncocyte (the "Insight Merger") under the terms of an Agreement and Plan of Merger (the "Insight Merger
Agreement"), Insight became a wholly-owned subsidiary of Oncocyte, and on that date Oncocyte began consolidating Insight's
operations and results with Oncocyte's operations and results (see Note 3).

 On
April 15, 2021, with the acquisition of Chronix Biomedical, Inc. ("Chronix") pursuant to an Agreement and Plan of Merger
dated February 2, 2021, amended February 23, 2021, and amended and restated as of April 15, 2021 (as amended and restated, the "Chronix
Merger Agreement"), by and among Oncocyte, CNI Monitor Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Oncocyte
("Merger Sub"), Chronix became a wholly-owned subsidiary of Oncocyte (the "Chronix Merger"), and on that date
Oncocyte began consolidating Chronix's operations and results with Oncocyte's operations and results (see Note 3).

 All
material intercompany accounts and transactions have been eliminated in consolidation.

 We
have reflected the operations of Razor as discontinued operations for the periods presented. See Note 13 for further information. Amounts
and disclosures throughout these notes to consolidated financial statements relate solely to continuing operations and exclude all discontinued
operations, unless otherwise noted. Discontinued operations comprise activities that were disposed of or discontinued at the end of the
period, represent a separate major line of business that can be clearly distinguished for operational and financial reporting purposes
and represent a strategic business shift having a major effect on the Company's operations and financial results according to ASC
Topic 205, Presentation of Financial Statements.

 On
July 24, 2023, the Company implemented a 1-for-20 reverse stock split of the outstanding shares of its common stock. The par value per
share and the authorized number of shares of common stock and preferred stock were not adjusted as a result of the reverse stock split.
All common stock share and per-share amounts for all periods presented in these consolidated financial statements have been adjusted
to reflect the reverse stock split. The number of authorized shares of common stock remains at 230 million shares.

 Reclassifications

 Certain
prior period amounts in the consolidated financial statements and notes to consolidated financial statements have been reclassified to
conform to the current period presentation. These changes had no impact on the previously reported consolidated financial condition,
results of operations or cash flows.

 Use
of Estimates

 The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and contingent assets and liabilities, at the date of the consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates estimates which are
subject to significant judgment, including, but not limited to, valuation methods used, assumptions requiring the use of judgment to
prepare financial projections and forecasted financial information, timing of potential commercialization of acquired in-process intangible
assets, applicable discount rates, probabilities of the likelihood of multiple outcomes of certain events related to contingent consideration,
comparable companies or transactions, determination of fair value of the assets acquired and liabilities assumed (including those relating
to contingent consideration), the carrying value of goodwill and other intangibles, impairments, assumptions related to going concern
assessments, revenue recognition, allocation of direct and indirect expenses, useful lives associated with long-lived intangible and
other assets, key assumptions in operating and financing leases including incremental borrowing rates, loss contingencies, valuation
allowances related to deferred income taxes, allowances for credit losses, and assumptions used to value debt, stock-based awards and
other equity instruments. These assessments are made in the context of information reasonably available to Oncocyte. Actual results may
differ materially from those estimates.

 NOTES

 Segments

 Oncocyte's
executive management team, as a group, represents the entity's chief operating decision makers. To date, Oncocyte's executive
management team has viewed Oncocyte's operations as one segment that includes the research, development and commercialization of
diagnostic tests, including molecular diagnostic services to pharmaceutical customers. As a result, the financial information disclosed
materially represents all of the financial information related to Oncocyte's sole operating segment.

 Fair
Value Measurements, Business Combinations and Contingent Consideration Liabilities

accounts for business combinations in accordance with ASC 805, which requires the purchase consideration transferred to be measured at
fair value on the acquisition date in accordance with ASC 820, Fair Value Measurement. ASC 820 establishes a single authoritative
definition of fair value, sets out a framework for measuring fair value and expands on required disclosures about fair value measurement.
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement
date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable
inputs to the extent possible. ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered
observable and the last unobservable, that may be used to measure fair value, which are the following:

 Level 1 – Quoted prices in active markets for identical assets and liabilities.

 Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted market prices for
similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated
by observable market data for substantially the full term of the assets or liabilities.

 Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value
of the assets or liabilities.

 When
a part of the purchase consideration consists of shares of Oncocyte common stock, Oncocyte calculates the purchase price attributable
to those shares, a Level 1 security, by determining the fair value of those shares as of the acquisition date based on prices quoted
on the principal national securities exchange on which the shares traded. Oncocyte recognizes estimated fair values of the tangible assets
and identifiable intangible assets acquired, including in-process research and development ("IPR&D"), and liabilities
assumed, including any contingent consideration, as of the acquisition date. Goodwill is recognized as any amount of the fair value of
the tangible and identifiable intangible assets acquired and liabilities assumed in excess of the consideration transferred. ASC 805
precludes the recognition of an assembled workforce as an asset, effectively subsuming any assembled workforce value into goodwill.

 In
determining fair value, Oncocyte utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable
inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value. For the periods presented,
Oncocyte has no financial assets recorded at fair value on a recurring basis, except for money market funds and marketable equity securities.
These assets are measured at fair value using the period-end quoted market prices as a Level 1 input.

 Certain
of Oncocyte's asset and business acquisitions involve the potential for future payment of consideration to third-parties and former
selling shareholders in amounts determined as a percentage of future net revenues generated, or upon attainment of revenue milestones,
from Pharma Services or laboratory tests, as applicable, or annual minimum royalties to certain licensors, as provided in the applicable
agreements. The fair value of such liabilities is determined using unobservable inputs. These inputs include the estimated amount and
timing of projected cash flows and the risk-adjusted discount rate used to present value the cash flows. These obligations are referred
to as contingent consideration, which are carried at fair value based on Level 3 inputs on a recurring basis.

 NOTES

 ASC
805 requires that contingent consideration be estimated and recorded at fair value as of the acquisition date as part of the total consideration
transferred. Contingent consideration is an obligation of the acquirer to transfer additional assets or equity interests to the selling
shareholders in the future if certain future events occur or conditions are met, such as the attainment of product development milestones.
Contingent consideration also includes additional future payments to selling shareholders based on achievement of components of earnings,
such as "earn-out" provisions or percentage of future revenues, including royalties paid to the selling shareholders based
on a percentage of certain revenues generated.

 The
fair value of contingent consideration after the acquisition date is reassessed by Oncocyte as changes in circumstances and conditions
occur, with the subsequent change in fair value recorded in the consolidated statements of operations. Changes in key assumptions can
materially affect the estimated fair value of contingent consideration liabilities and, accordingly, the resulting gain or loss that
Oncocyte records in its consolidated financial statements. See Note 3 for a full discussion of these liabilities and additional Level
3 fair value disclosures.

 The
following tables present the Company's assets and liabilities, measured and recognized at fair value on a recurring basis, classified
under the appropriate level of the fair value hierarchy:

 Schedule of Fair
Value Measurement of Financial Assets and Liabilities

 December 31, 2023

 Fair value

 Level 1

 Level 2

 Level 3

 Liabilities:

 Contingent consideration liabilities (Note 3)

 $

 $
 -

 $
 -

 $

 Total

 $

 $
 -

 $
 -

 $

 December 31, 2022

 Fair value

 Level 1

 Level 2

 Level 3

 Assets:

 Marketable equity securities

 $

 $

 $
 -

 $
 -

 Total

 $

 $

 $
 -

 $
 -

 Liabilities:

 Contingent consideration liabilities (Note 3)

 $

 $
 -

 $
 -

 $

 Total

 $

 $
 -

 $
 -

 $

 The
carrying amounts of cash and cash equivalents, restricted cash, prepaid expenses and other current assets, accounts payable, accrued
expenses and other current liabilities approximate fair values because of the short-term nature of these items.

 In
accordance with GAAP, from time to time, the Company measures certain assets at fair value on a nonrecurring basis. The Company reviews
the carrying value of intangibles, including IPR&D (see Note 5), and other long-lived assets for indications of impairment at least
annually. Refer to related discussions of impairments below.

 Cash,
Cash Equivalents and Restricted Cash

considers all highly liquid securities with original maturities of three months or less when purchased to be cash equivalents. For the
periods presented, Oncocyte's cash equivalents are comprised of investments in AAA rated money market funds that invest in first-tier
only securities, which primarily include domestic commercial paper and securities issued or guaranteed by the U.S. government or its
agencies. Restricted cash relates to a bank letter of credit required under our office lease arrangement, refer to Note 7 for additional
information.

 Marketable
Equity Securities

accounted for the shares of Lineage Cell Therapeutics, Inc. ("Lineage") and AgeX Therapeutics, Inc. ("AgeX")
common stock it held as marketable equity securities in accordance with ASC 321-10, Investments – Equity Securities, as
the shares have a readily determinable fair value quoted on the NYSE American and are held principally to meet future working capital
purposes, as necessary. The securities were measured at fair value, with related gains and losses in the value of such securities recorded
in the consolidated statements of operations in other income/expense, and were reported as current assets on the consolidated balance
sheets based on the closing trading price of the security as of the date being presented.

 As
of December 31, 2022, Oncocyte held 353,264 and 35,326 shares of common stock of Lineage and AgeX, respectively, as marketable equity
securities, which had a combined fair market value of $ 433,000. During the fourth quarter of 2023, Oncocyte sold all of its shares in
Lineage and AgeX for an aggregate realized loss of approximately $ 1.4 million.

 NOTES

 Investments
in Privately Held Companies

evaluates whether investments held in common stock of other companies require consolidation of the company under, first, the variable
interest entity ("VIE") model, and then under the voting interest model in accordance with accounting guidance for consolidations
under ASC 810-10. If consolidation of the entity is not required under either the VIE model or the voting interest model, Oncocyte determines
whether the equity method of accounting should be applied in accordance with ASC 323, Investments – Equity Method and Joint
Ventures. The equity method applies to investments in common stock or in-substance common stock if Oncocyte exercises significant
influence over, but does not control, the entity, where significant influence is typically represented by ownership of 20% or more, but
less than majority ownership, of the voting interests of a company.

initially records equity method investments at fair value on the date of the acquisition with subsequent adjustments to the investment
balance based on Oncocyte's pro rata share of earnings or losses from the investment.

 Since
February 16, 2023, Oncocyte continues to own an equity interest Razor, however, based on the Razor transactions as discussed in Note
1, the remaining common stock held is accounted for at historical cost less impairment, which is zero.

 Assets
Held for Sale and Discontinued Operations

 Assets
and liabilities are classified as held for sale when all of the following criteria for a plan of sale have been met: (1) management,
having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in
their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate
a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable
and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation
to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the
plan will be made or the plan will be withdrawn. When all of these criteria have been met, the assets and liabilities are classified
as held for sale in the consolidated balance sheet. Assets classified as held for sale are reported at the lower of their carrying value
or fair value less costs to sell. Depreciation and amortization of assets ceases upon designation as held for sale.

the year ended December 31, 2023, the Company entered into various agreements to sell laboratory equipment. As a result, the Company
classified the equipment as held for sale as current assets, in the consolidated balance sheet, as all the criteria of ASC subtopic 360-10,
 Property, Plant, and Equipment have been met and the transactions were qualified as assets held for
sale. The equipment was written down to its fair value, less cost to sell, the remainder of which was $ 139,000 as of December 31, 2023.
As a result of these transactions, the Company recorded a disposal and impairment loss of $ 1.3 million on held for sale assets, in the
consolidated statement of operations.

 Discontinued
operations comprise activities that were disposed of, discontinued or held for sale at the end of the period, represent a separate major
line of business that can be clearly distinguished for operational and financial reporting purposes and represent a strategic business
shift having a major effect on the Company's operations and financial results according to ASC Topic 205, Presentation of Financial
Statements. As of December 31, 2022, Razor met the held for sale criteria and was reflected as a discontinued operation in the consolidated
financial statements for all periods presented. See Note 13, "Discontinued Operations of Razor" for additional information.

 NOTES

 Machinery
and Equipment, Net, and Construction in Progress

 Machinery
and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets, generally over a period of 3 to 10 years. For equipment purchased under financing leases, Oncocyte depreciates
the equipment based on the shorter of the useful life of the equipment or the term of the lease, ranging from 3 to 5 years, depending
on the nature and classification of the financing lease. Maintenance and repairs are expensed as incurred whereas significant renewals
and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and the related accumulated depreciation
are removed from the respective accounts and any resulting gain or loss is reflected in Oncocyte's results of operations.

 Construction
in progress, comprised primarily of leasehold improvements under construction, is not depreciated until the underlying asset is placed
into service.

Assets and Goodwill

 In
accordance with ASC 350, Intangibles – Goodwill and Other, IPR&D projects acquired in a business combination that are
not complete as of the acquisition date are capitalized and accounted for as indefinite-lived intangible assets until completion or abandonment
of the related research and development efforts. Upon successful completion of the project, the capitalized amount is amortized over
its estimated useful life. If a project is abandoned, all remaining capitalized amounts are written off immediately. Oncocyte considers
various factors and risks for potential impairment of IPR&D assets, including the current legal and regulatory environment and the
competitive landscape. Adverse clinical trial results, significant delays or inability to obtain LCD from the Centers for Medicare and
Medicaid Services ("CMS") for Medicare reimbursement for a diagnostic test, the inability to bring a diagnostic test to market
and the introduction or advancement of competitors' diagnostic tests could result in partial or full impairment of the related
intangible assets. Consequently, the eventual realized value of the IPR&D project may vary from its fair value at the date of acquisition,
and IPR&D impairment charges may occur in future periods. During the period between completion or abandonment, the IPR&D assets
will not be amortized but will be tested for impairment on an annual basis and between annual tests if Oncocyte becomes aware of any
events occurring or changes in circumstances that would indicate a reduction in the fair value of the IPR&D projects below their
respective carrying amounts.

does not have intangible assets with indefinite useful lives other than the acquired IPR&D discussed in Note 5, which as of December
31, 2023, has been partially impaired.

 Goodwill
represents the excess of the purchase price over the fair value of net identifiable assets and liabilities. Goodwill, similar to IPR&D,
is not amortized but is tested for impairment at least annually, or if circumstances indicate that it is more-likely-than-not that the
carrying value of the associated reporting unit exceeds its fair value. Qualitative factors considered in this assessment include industry
and market conditions, overall financial performance, and other relevant events and factors affecting Oncocyte's business. Based
on the qualitative assessment, if it is determined that the fair value of goodwill is more-likely-than-not to be less than its carrying
amount, the fair value of a reporting unit will be calculated and compared with its carrying amount and an impairment charge will be
recognized for the amount that the carrying value exceeds the fair value. Oncocyte continues to operate in one segment and considered
to be the sole reporting unit and, therefore, goodwill is tested for impairment at the enterprise level.

 In
accordance with ASC 350, we review and evaluate our long-lived assets, including intangible assets with finite lives, for impairment
whenever events or changes in circumstances indicate that we may not recover their net book value. We test goodwill for impairment on
an annual basis in the fourth quarter of each year, and between annual tests, if indicators of potential impairment exist, using a fair-value
approach. We typically use an income method to estimate the fair value of these assets, which is based on forecasts of the expected future
cash flows attributable to the respective assets. Significant estimates and assumptions inherent in the valuations reflect a consideration
of other marketplace participants and include the amount and timing of future cash flows (including expected growth rates). Estimates
utilized in the projected cash flows include consideration of macroeconomic conditions, overall category growth rates, competitive activities,
cost containment and margin expansion, Company business plans, the underlying product or technology life cycles, economic barriers to
entry, and the discount rate applied to the cash flows. Unanticipated market or macroeconomic events and circumstances may occur, which
could affect the accuracy or validity of the estimates and assumptions.

the fourth quarter of 2022, and upon the eminent sale of Razor, the Company assessed its current environment and concluded that it was
more-likely-than-not that the fair value of the goodwill was less than the carrying value. As such, the Company performed a quantitative
test to estimate the fair value of the enterprise. Using the discounted cash flow method and taking into consideration the loss of Razor's
future cash flows, the calculated enterprise fair value was lower than carrying value. At that time, the carrying value of goodwill was
comprised of, $ 9.2 million and $ 9.5 million from the Insight and Chronix acquisitions, respectively (see Note 3). As a result, the Company
recorded a full goodwill impairment of $ 18.7 million, as included in the accompanying consolidated statement of operations for the year
ended December 31, 2022.

 NOTES

 Long-Lived
Intangible Assets

 Long-lived
intangible assets subject to amortization are stated at acquired cost, less accumulated amortization. We amortize intangible assets not
considered to have an indefinite useful life using the straight-line method over their estimated period of benefit, which generally ranges
from 1 to 9 years. Each reporting period, we evaluate the estimated remaining useful life of intangible assets and assess whether events
or changes in circumstances warrant a revision to the remaining period of amortization or indicate that impairment exists. Long-lived
intangible assets currently consist of acquired customer relationships with an estimated useful life of 5 years (see Note 5).

 Impairment
of Long-Lived Assets

assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that such assets might be impaired
and the carrying value may not be recoverable. Oncocyte's long-lived assets consist primarily of intangible assets, right-of-use
assets for operating leases, customer relationships, and machinery and equipment. If events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are
less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying value of the asset over its fair
value, is recorded. See Note 4 for additional information with respect to the impairment of leasehold improvements during 2023.

 Leases

accounts for leases in accordance with ASC 842, Leases. Oncocyte determines if an arrangement is a lease at inception. Leases
are classified as either financing or operating, with classification affecting the pattern of expense recognition in the consolidated
statements of operations. Under the available practical expedients for the adoption of ASC 842, Oncocyte accounts for the lease and non-lease
components as a single lease component. Oncocyte recognizes right-of-use ("ROU") assets and lease liabilities for leases
with terms greater than twelve months in the consolidated balance sheet. ROU assets represent the right to use an underlying asset during
the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets
and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most leases
do not provide an implicit rate, Oncocyte uses an incremental borrowing rate based on the information available at commencement date
in determining the present value of lease payments. Oncocyte uses the implicit rate when it is readily determinable. The operating lease
ROU asset also includes any lease payments made and excludes lease incentives. Lease terms may include options to extend or terminate
the lease when it is reasonably certain that Oncocyte will exercise that option. Lease expense for lease payments is recognized on a
straight-line basis over the lease term. Operating leases include office leases and related ROU lease liabilities, current and long-term,
in the consolidated balance sheets. Financing leases include machinery and equipment and related financing lease liabilities, current
and long-term, in the consolidated balance sheets. Oncocyte discloses the amortization of our operating lease ROU assets and payments
as a net amount in the consolidated statements of cash flows. Based on the available practical expedients under the standard, Oncocyte
elected not to capitalize leases that have terms of twelve months or less. Oncocyte has entered into various operating leases and an
embedded operating lease in accordance with ASC 842 as further discussed in Note 7.

 NOTES

 Accounting
for Warrants

determines the accounting classification of warrants it issues, as either liability or equity classified, by first assessing whether
the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity, then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to,
and Potentially Settled in, a Company's Own Stock. Under ASC 480, warrants are considered liability classified if the warrants
are mandatorily redeemable, obligate Oncocyte to settle the warrants or the underlying shares by paying cash or other assets or warrants
that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC
480, Oncocyte assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle
the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers
the net cash settlement feature. This liability classification guidance also applies to financial instruments that may require cash or
other form of settlement for transactions outside of the company's control and, in which the form of consideration to the warrant
holder may not be the same as to all other shareholders in connection with the transaction. However, if a transaction is not within the
company's control but the holder of the financial instrument can solely receive the same type or form of consideration as is being
offered to all the shareholders in the transaction, then equity classification of the financial instrument is not precluded, if all other
applicable equity classification criteria are met.

 After
all relevant assessments, Oncocyte concludes whether the warrants are classified as liability or equity. Liability classified warrants
require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded
in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized
subsequent to the issuance date. Based on the above guidance and, among other factors, the fact that our warrants cannot be cash settled
under any circumstance but require share settlement, all of our outstanding warrants meet the equity classification criteria and have
been classified as equity. Refer to Notes 6 and 8 for details about our outstanding warrants.

 Revenue
Recognition

 Pursuant
to ASC 606, revenues are recognized when control of services performed is transferred to customers, in an amount that reflects the consideration
Oncocyte expects to be entitled to in exchange for those services. ASC 606 provides for a five-step model that includes:

 (i)
identifying the contract with a customer,

 (ii)
identifying the performance obligations in the contract,

 (iii)
determining the transaction price,

 (iv)
allocating the transaction price to the performance obligations, and

 (v)
recognizing revenue when, or as, an entity satisfies a performance obligation.

determines transaction prices based on the amount of consideration we expect to receive for transferring the promised goods or services
in the contract. Consideration may be fixed, variable, or a combination of both. The Company considers any constraints on the variable
consideration and includes in the transaction price variable consideration to the extent it is deemed probable that a significant reversal
in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently
resolved.

 The
following table presents consolidated revenues by service:

of Disaggregation of Revenue

 2023

 2022

 2023

 2022

 Pharma Services

 $
 1,467

 $

 Laboratory developed test services

 -

 Total

 $
 1,503

 $

Services Revenue

 Revenues
recognized include Pharma Services performed by Oncocyte's Insight and Chronix subsidiaries for its pharmaceutical customers,
including testing for biomarker discovery, assay design and development, clinical trial support, and a broad spectrum of biomarker
tests. These Pharma Services are generally performed under individual scope of work ("SOW") arrangements or license
agreements (together with SOW the "Pharma Services Agreements") with specific deliverables defined by the customer.
Pharma Services are performed on a (i) time and materials basis or (ii) per test completed basis. Upon completion of the service to
the customer in accordance with a Pharma Services Agreement, Oncocyte has the right to bill the customer for the agreed upon price
(either on a per test or per deliverable basis) and recognizes Pharma Service revenue at that time. Insight identifies each service
of its Pharma Service offering as a single performance obligation. Offerings include services such as recurring fees for project
management, fees for storage and handling, pass through expenses for shipping or calibration, training, proficiency, reproducibility
tests, etc. Chronix identifies the processing of test samples as a separate performance obligation (considered a series) within
license agreements with customers.

 NOTES

 Completion
of the service and satisfaction of the performance obligation is typically evidenced by acknowledgment of completed services, and
access to the report or test made available to the customer or any other form or applicable manner of delivery defined in the Pharma
Services Agreements. However, for certain SOWs under which work is performed pursuant to the customer's highly customized
specifications, Oncocyte has the enforceable right to bill the customer for work completed, rather than upon completion of the SOW.
For those SOWs, Oncocyte recognizes revenue over a period during which the work is performed using a formula that accounts for
expended efforts, generally measured in labor hours, as a percentage of total estimated efforts for the completion of the SOW. As
performance obligations are satisfied under the Pharma Services Agreements, any amounts earned as revenue and billed to the customer
are included in accounts receivable. Any revenues earned but not yet billed to the customer as of the date of Oncocyte's
consolidated financial statements are recorded as contract assets and are included in prepaids and other current assets as of the
financial statement date. Amounts recorded in contract assets are reclassified to accounts receivable in Oncocyte's
consolidated balance sheets when the customer is invoiced according to the billing schedule in the contract.

 As
of December 31, 2023 and 2022, Oncocyte had accounts receivable from Pharma Services customers of $ 488,000 and $ 257,000, respectively.

 Allowance
for Credit Losses

establishes an allowance for credit losses based on the evaluation of the collectability of its Pharma Services accounts receivables
after considering a variety of factors, including the length of time receivables are past due, significant events that may impair the
customer's ability to pay, such as a bankruptcy filing or deterioration in the customer's operating results or financial
position, reasonable and supportable forecast that affect the collectability of the reported amount, and historical experience. If circumstances
related to customers change, estimates of the recoverability of receivables would be further adjusted. Oncocyte continuously monitors
collections and payments from customers and maintains a provision for estimated credit losses and uncollectible accounts, if any, based
upon its historical experience and any specific customer collection issues that have been identified. Amounts determined to be uncollectible
are written off against the credit loss reserve accounts. As of December 31, 2023 and 2022, we had an allowance for credit losses of
$ 5,000 and zero, respectively, related to Pharma Services.

 Laboratory
Developed Test Services

 Prior
to the Razor Sale Transaction, Oncocyte generated revenue from performing DetermaRx tests on clinical samples through orders received
from physicians, hospitals, and other healthcare providers. In determining whether all the revenue recognition criteria (i) through (v)
above are met with respect to DetermaRx tests, each test result is considered a single performance obligation and is generally considered
complete when the test result is delivered or made available to the prescribing physician electronically, and, as such, there are no
shipping or handling fees incurred by Oncocyte or billed to customers. Although Oncocyte has billed a list price for all tests ordered
and completed for all payer types, Oncocyte considers constraints on the variable consideration when recognizing revenue for DetermaRx.
Because DetermaRx is a novel test and there are no current reimbursement arrangements with third-party payers other than Medicare, the
transaction price represents variable consideration. Application of the constraint for variable consideration is an area that requires
significant judgment. For all payers other than Medicare, Oncocyte must consider the novelty of the test, the uncertainty of receiving
payment, or being subject to claims for a refund, from payers with whom it does not have a sufficient payment collection history or contractual
reimbursement agreements. Accordingly, for those payers, Oncocyte has recognized revenue upon payment because it has had insufficient
history to reliably estimate payment patterns.

 As
of December 31, 2023 and 2022, Oncocyte had accounts receivable of zero and $ 1.9 million, respectively, from Medicare and Medicare
Advantage covered DetermaRx tests.

 NOTES

 Allowance
for Credit Losses

 We
maintain an allowance for credit losses related to Laboratory Developed Test Services at an amount we estimate to be sufficient to
provide adequate protection against losses resulting from extending credit to our customers. We base this allowance, in the
aggregate, on historical collection experience, age of receivables and general economic conditions, as well as specific
identification of uncollectible accounts. We initially established an allowance in 2022 in connection with remaining Medicare and
Medicare Advantage account balances and have continued to add to the allowance as appropriate. In the first quarter of 2023, in
connection with the adoption of the new current expected credit loss model (see "Recent Accounting Pronouncements –
Recently Adopted" below for additional information), the Company determined that the Medicare and Medicare Advantage accounts
receivable net balance of approximately $ 1.4 million
was uncollectible and should therefore be written-off as of the adoption date, January 1, 2023. As of December 31, 2023 and 2022, we
had an allowance for credit losses of zero and
$ 154,000,
respectively, related to Laboratory Developed Test Services. The 2023 allowance for credit losses activity included a beginning balance of $ 154,000, no credit loss provisions,
and the full write-off to an ending balance of zero as of December 31, 2023.

 Licensing
Revenue

 Revenues
that may be recognized include licensing revenue derived from agreements with customers for exclusive rights to market Oncocyte's
proprietary testing technology. Under the agreements, Oncocyte grants exclusive rights to certain trademarks and technology of Oncocyte
for the purpose of marketing Oncocyte's tests within a defined geographic territory. A license agreement may specify milestone
deliverables or performance obligations, for which Oncocyte recognizes revenue when its licensee confirms the completion of Oncocyte's
performance obligation. A licensing agreement may also include ongoing sales support from Oncocyte and typically includes non-refundable
licensing fees and per-test Pharma Services revenues discussed above, for which Oncocyte treats the licensing of the technology, trademarks,
and ongoing support as a single performance obligation satisfied by the passage of time over the term of the agreement.

 Disaggregation
of Revenues and Concentrations of Credit Risk

 The
following table presents the percentage of consolidated revenues by service:

of Concentration of Risk

 2023

 2022

 2023

 2022

 Pharma Services

 %

 %

 Laboratory developed test services

 %

 %

 Total

 %

 %

 The
following table presents the percentage of consolidated revenues generated by unaffiliated customers, based on the respective periods
presented, that individually represented greater than ten percent of consolidated revenues:

of Consolidated Revenues Generated by Unaffiliated Customers

 2023

 2022

 2023

 2022

 Pharma services - Company A

 %

 %

 Pharma services - Company B

 %

 %

 Pharma services - Company C

 %

 %

 The
following table presents the percentage of consolidated revenues attributable to geographical locations, based on country of domicile:

of Percentage of Consolidated Revenues Attributable to Geographical Locations

 2023

 2022

 2023

 2022

 United States – Pharma Services

 %

 %

 Outside of the United States – Pharma Services

 %

 %

 United States – Laboratory developed test services

 %

 %

 Total

 %

 %

 The
Company holds an insignificant amount of long-lived tangible assets in Germany.

 NOTES

 Financial
instruments that potentially subject the Company to concentrations of credit risk are cash equivalents and accounts receivable. The Company
places its cash equivalents primarily in highly rated money market funds. Cash and cash equivalents are also invested in deposits with
certain financial institutions and may, at times, exceed federally insured limits. The Company has not experienced any significant losses
on its deposits of cash and cash equivalents.

 Two
Pharma Services customers individually represented approximately 79 % and 13 % of accounts receivable as of December 31, 2023. Two Pharma
Services customers individually represented approximately 59 % and 30 % of accounts receivable as of December 31, 2022.

 Cost
of Revenues

 Cost
of revenues generally consists of cost of materials, direct labor including benefits, bonus and stock-based compensation, equipment and
infrastructure expenses, clinical sample related costs associated with performing Pharma Services and Laboratory Developed Test Services,
providing deliverables according to our licensing agreements, license fees due to third parties, and amortization of acquired intangible
assets such as the customer relationship intangible assets (see Note 5). Infrastructure expenses include depreciation of laboratory equipment,
allocated rent costs, leasehold improvements, and allocated information technology costs for operations at Oncocyte's CLIA laboratory
in Tennessee. Costs associated with generating the revenues are recorded as the tests or services are performed regardless of whether
revenue was recognized. Royalties or revenue share payments for licensed technology calculated as a percentage of revenues generated
using the associated technology are recorded as expenses at the time the related revenues are recognized.

 Research
and Development Expenses

 Research
and development expenses are comprised of costs incurred to develop technology, which include salaries and benefits (including stock-based
compensation), laboratory expenses (including reagents and supplies used in research and development laboratory work), infrastructure
expenses (including allocated facility occupancy costs), and contract services and other outside costs. Indirect research and development
expenses are allocated primarily based on headcount, as applicable, and include rent and utilities, common area maintenance, telecommunications,
property taxes and insurance. Research and development costs are expensed as incurred.

 Sales
and Marketing Expenses

 Sales
and marketing expenses consist primarily of personnel costs and related benefits, including stock-based compensation, trade show expenses,
branding and positioning expenses, and consulting fees. Sales and marketing expenses also include indirect expenses for applicable overhead
allocated based on headcount, and include allocated costs for rent and utilities, common area maintenance, telecommunications, property
taxes and insurance.

and Administrative Expenses

and administrative expenses consist primarily of compensation and related benefits (including stock-based compensation) for executive
and corporate personnel, professional and consulting fees, rent and utilities, common area maintenance, telecommunications, property
taxes and insurance.

 Stock-Based
Compensation

recognizes compensation expense related to employee, Board of Director and other non-employee option grants and restricted stock grants
in accordance with the Financial Accounting Standards Board ("FASB") ASC 718, Compensation – Stock Compensation.

 NOTES

estimates the fair value of stock-based payment awards on the grant date and recognizes the resulting fair value over the requisite service
period, which is generally a four-year vesting period. For stock-based awards that vest only upon the attainment of one or more performance
goals set by Oncocyte at the time of the grant (sometimes referred to as milestone vesting), compensation cost is recognized if and when
Oncocyte determines that it is probable that the performance condition or conditions will be, or have been, achieved. Oncocyte uses the
Black-Scholes option pricing model for estimating the fair value of time-based options granted under Oncocyte's equity plans. The
fair value of each restricted stock unit ("RSU") or award is determined by the product of the number of units or shares granted
and the grant date market price of the underlying common stock. Oncocyte has elected to treat stock-based payment awards with graded
vesting schedules and time-based service conditions as a single award and recognizes stock-based compensation ratably on a straight-line
basis over the requisite service period. Options have a maximum contractual term of ten years. Forfeitures are accounted for as they
occur. Refer to Note 9 for additional information.

 The
Black-Scholes option pricing model requires Oncocyte to make certain assumptions including the expected option term, the expected volatility,
the risk-free interest rate and the dividend yield. The expected term of employee stock options represents the weighted average period
that the stock options are expected to remain outstanding. Oncocyte estimates the expected term of options granted based on its own experience.
Oncocyte estimates the expected volatility using its own stock price volatility to the extent applicable or a combination of its stock
price volatility and the stock price volatility of peer companies, for a period equal to the expected term of the options. The risk-free
interest rate assumption is based upon observed interest rates on the United States government securities appropriate for the expected
term of Oncocyte's stock options. The dividend yield assumption is based on Oncocyte's history and expectation of dividend
payouts. Oncocyte has never declared or paid any cash dividends on its common stock, and Oncocyte does not anticipate paying any cash
dividends in the foreseeable future.

 All
excess tax benefits and tax deficiencies from stock-based compensation awards accounted for under ASC 718 are recognized as income tax
benefit or expense, respectively, in the statements of operations. An excess income tax benefit arises when the tax deduction of a share-based
award for income tax purposes exceeds the compensation cost recognized for financial reporting purposes and, a tax deficiency arises
when the compensation cost exceeds the tax deduction. Because Oncocyte has a full valuation allowance for all periods presented (see
Note 10), there was no impact to Oncocyte statements of operations for any excess tax benefits or deficiencies, as any excess benefit
or deficiency would be offset by the change in the valuation allowance.

 Retirement
Plan

has an employee savings and retirement plan under Section 401(k) of the Internal Revenue Code. The plan is a defined contribution plan
in which eligible employees may elect to have a percentage of their compensation contributed to the plan, subject to certain guidelines
issued by the Internal Revenue Service. During the years ended December 31, 2023 and 2022, Oncocyte's total contributions to the
plan were $ 310,000 and $ 689,000.

Taxes

and its subsidiaries will file a consolidated U.S. federal income tax return and combined California state return for the year ended
December 31, 2023. Oncocyte accounts for income taxes in accordance with ASC 740, Income Taxes, which prescribes the use of the
asset and liability method, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current
tax laws and rates in effect. Valuation allowances are established when necessary to reduce deferred tax assets when it is more-likely-than-not
that a portion or all of the deferred tax assets will not be realized. Oncocyte's judgments regarding future taxable income may
change over time due to changes in market conditions, changes in tax laws, tax planning strategies or other factors. If Oncocyte's
assumptions and consequently its estimates change in the future, the valuation allowance may be increased or decreased, which may have
a material impact on Oncocyte's statements of operations.

 The
guidance also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
sustainable upon examination by taxing authorities. Oncocyte will recognize accrued interest and penalties related to unrecognized tax
benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of December 31, 2023 and 2022. Oncocyte
is not aware of any uncertain tax positions that could result in significant additional payments, accruals, or other material deviation
for the years ended December 31, 2023 and 2022. Oncocyte is currently unaware of any tax issues under review. See Note 10 for additional
information.

 NOTES

 In
accordance with the 2017 Tax Act, research and experimental ("R&E") expenses under Internal Revenue Code Section 174 were required
to be capitalized beginning in 2022. R&E expenses are required to be amortized over a period of 5 years for domestic expenses and
15 years for foreign expenses.

 The
Inflation Reduction Act of 2022 specifically introduces the topic of corporate alternative minimum tax ("CAMT") on adjusted
financial statement income on applicable corporations for taxable years beginning after December 31, 2022. There is no impact to our
current tax provision.

 On
January 19, 2024, the House Ways and Means Committee approved the Tax Relief for American Families and Workers Act of 2024. The legislation
includes, but is not limited to, retroactive delay of the Section 174 R&D domestic capitalization requirements, extension of 100-percent
bonus depreciation through 2025, and updates to the interest expense limitation. As the legislation was not enacted as of December 31,
2023, these provisions do not impact the 2023 income tax provision. The Company will continue to monitor the legislative activity.

 Net
Loss Per Common Share

 Basic
loss per share is computed by dividing the net loss applicable to common stockholders after deducting cumulative unpaid dividends and
accretion of the preferred stock, by the weighted average number of shares of common stock outstanding during the year. Diluted loss
per share is computed by dividing the net loss applicable to common stockholders after deducting cumulative unpaid dividends and accretion
of the preferred stock, by the weighted average number of common shares outstanding plus the number of additional common shares that
would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method or the if-converted
method, or the two-class method for participating securities, whichever is more dilutive. Potential common shares are excluded from the
computation if their effect is antidilutive.

 NOTES

 All
common stock equivalents are antidilutive because Oncocyte reported a net loss for all periods presented. The following table presents
the calculation of basic and diluted loss per share of common stock:

of Common Stock Computation of Diluted Net Loss Per Share of Common Stock

 2023

 2022

 2023

 2022

 (In thousands, except per share data)

 Numerators:

 Loss from continuing operations

 $
 ( 24,855
)

 $
 ( 18,612
)

 Accretion of Series A redeemable convertible preferred stock

 ( 824
)

 ( 520
)

 Deemed dividend on Series A redeemable convertible preferred stock

 ( 118
)

 -

 Net loss from continuing operations - basic and diluted

 $
 ( 25,797
)

 $
 ( 19,132
)

 Net loss

 $
)

 $
)

 Accretion of Series A redeemable convertible preferred stock

 ( 824
)

 ( 520
)

 Deemed dividend on Series A redeemable convertible preferred stock

 ( 118
)

 -

 Net loss attributable to common stockholders - basic and diluted

 $
 ( 28,723
)

 $
 ( 73,422
)

 Denominator:

 Weighted average shares outstanding - basic and diluted

 7,651

 5,540

 Net loss from continuing operations per share - basic and diluted

 $
 ( 3.37
)

 $
 ( 3.45
)

 Net loss attributable to common stockholders per share - basic and diluted

 $
 ( 3.75
)

 $
 ( 13.25
)

 Anti-dilutive potential common shares excluded from the computation of diluted net loss per common share:

 Stock options

 RSUs

 Warrants

 Series A redeemable convertible preferred stock

 Total

 1,362

 1,304

 Anti-dilutive potential common shares excluded from computation of diluted net loss per common
 share

 1,362

 1,304

 Recent
Accounting Pronouncements

 Recently
Adopted

 In
June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments-Credit Losses (Topic
326): Measurement of Credit Losses on Financial Instruments, as amended, which amends the current approach to estimate credit losses
on certain financial assets, including trade and other receivables. Generally, this amendment requires entities to establish a valuation
allowance for the expected lifetime losses of these certain financial assets upon the initial recognition of such assets, which will
be based on, among other things, historical information, current conditions, and reasonable supportable forecasts. Subsequent changes
in the valuation allowance are recorded in current earnings and reversal of previous losses are permitted. Previously, GAAP required
entities to write down credit losses only when losses are probable and loss reversals are not permitted. The Company adopted this ASU
in the first quarter of 2023 using a modified retrospective transition approach. The Company determined that the Medicare and Medicare
Advantage accounts receivable net balance at December 31, 2022 of approximately $ 1.4
 million was uncollectible and should therefore
be written-off, based on the new guidance. Accordingly, the Company has recorded a cumulative-effect adjustment of such amount to the
opening accumulated deficit balance as of January 1, 2023. The impact of recording such adjustment on our consolidated balance sheet as of January 1, 2023, was to reduce our
net accounts receivable and increase our accumulated deficit balances by $ 1.4 million.

 In
October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities
from Contracts with Customers, to provide specific guidance to eliminate diversity in practice on how to recognize and measure acquired
contract assets and contract liabilities from revenue contracts from customers in a business combination consistent with revenue contracts
with customers not acquired in an acquisition. The amendments in this update provide that the acquirer should consider the terms of the
acquired contracts, such as timing of payment, identify each performance obligation in the contracts, and allocate the total transaction
price to each identified performance obligation on a relative standalone selling price basis as of contract inception (that is, the date
the acquiree entered into the contracts) or contract modification to determine what should be recorded at the acquisition date. The Company
adopted this ASU in the first quarter of 2023. Adoption of this standard did not have an impact on the Company's consolidated financial
statements and related disclosures.

 NOTES

 Not
Yet Adopted

 In
November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,
to improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public
entities to enable investors to develop more decision-useful financial analyses. The amendments in this Update: (i) require enhanced
disclosures about significant segment expenses, (ii) clarify that if the chief operating decision maker ("CODM") uses more
than one measure of a segment's profit or loss, a public entity may report one or more of those additional measures of segment
profit, (iii) require disclose of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s)
of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (iv) require that a public entity
that has a single reportable segment provide all the disclosures required by the amendments in this Update and all existing segment disclosures
in Topic 280. The amendments in this Update should be applied retrospectively and are effective for fiscal years beginning after December
15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Management is currently
evaluating the impact that the amendments in this Update will have on the Company's financial statement disclosures. The adoption
of this new standard will not have an impact on the Company's consolidated financial statements.

 In
December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to address investor
requests for more transparency about income tax information by requiring improvements to income tax disclosures, including, (i) consistent
categories and greater disaggregation of information in the rate reconciliation, and (ii) income taxes paid disaggregated by jurisdiction.
Additional amendments in this Update improve the effectiveness and comparability of disclosures by, (i) adding disclosures of pretax
income (or loss) and income tax expense (or benefit), and (ii) removing disclosures that no longer are considered cost beneficial or
relevant. The amendments in this Update should be applied prospectively (retrospective application is permitted) and are effective for
annual periods beginning after December 15, 2024, with early adoption permitted. Management is currently evaluating the impact that the
amendments in this Update will have on the Company's financial statement disclosures. The adoption of this new standard will not
have an impact on the Company's consolidated financial statements.

 3.
 Business Combinations

 Acquisition
of Insight Genetics, Inc.

 On
January 31, 2020 (the "Insight Merger Date"), Oncocyte completed its acquisition of Insight pursuant to the Insight Merger
Agreement.

consideration is an obligation of the acquirer to transfer additional assets or equity interests to the selling shareholders in the future
if certain future events occur or conditions are met, such as the attainment of product development milestones. Contingent consideration
also includes additional future payments to selling shareholders based on achievement of components of earnings, such as "earn-out"
provisions or percentage of future revenues, including royalties paid to the selling shareholders based on a percentage of revenues generated
from DetermaIO and Insight Pharma Services over their respective useful life. Accordingly, Oncocyte determined there are two types of
contingent consideration in connection with the Insight Merger, the Milestone Contingent Consideration and the Royalty Contingent Consideration
discussed below, which are collectively referred to as the "Contingent Consideration".

 There
are three milestones comprising the Milestone Contingent Consideration, collectively referred to as the Milestones, in connection with
the Insight Merger which Oncocyte valued and recorded as part of Contingent Consideration as of the Insight Merger Date (see table below),
which consist of (i) a payment for clinical trial completion and related data publication ("Milestone 1"), (ii) a payment
for an affirmative final LCD from CMS for a specified lung cancer test ("Milestone 2"), and (iii)
a payment for achieving specified CMS reimbursement milestones ("Milestone 3"). If achieved, any respective Milestone will
be paid at the contractual value shown below, with the payment made either in cash or in shares of Oncocyte common stock as determined
by Oncocyte. There can be no assurance that any of the Milestones will be achieved.

 NOTES

 The
following table shows the Insight Merger Date contractual payment amounts, as applicable, and the corresponding fair value of each respective
Contingent Consideration liability:

of Fair Value of Contingent Consideration Liability

 Contractual

 Fair Value on the

 Value

 Merger Date

 Milestone 1

 $
 1,500

 $
 1,340

 Milestone 2

 3,000

 1,830

 Milestone 3 ( a)

 1,500

 Royalty 1 (b)

 See(b)

 5,980

 Royalty 2 (b)

 See(b)

 1,210

 Total

 $
 6,000

 $
 11,130

 (a)

 Indicates
 the maximum payable if the Milestone is achieved.

 (b)

 As
 defined, Royalty Payments are based on a percentage of future revenues of DetermaIO and Pharma Services over their respective useful
 life, accordingly there is no fixed contractual value for the Royalty Contingent Consideration.

 The
fair value of the Contingent Consideration after the Insight Merger Date is reassessed by Oncocyte as changes in circumstances and conditions
occur, with the subsequent change in fair value recorded in Oncocyte's consolidated statements of operations. As of December 31,
2023, Milestone 1 is not expected to be paid and is excluded from the current fair value. Durning 2023, based on Oncocyte's reassessment
of significant assumptions, there was a decrease of approximately $ 3.3 million to the fair value of the Contingent Consideration primarily
attributable to revised estimates of the possible future payouts and, accordingly, this decrease was recorded as change in fair value
of contingent consideration in the consolidated statement of operations for the year ended December 31, 2023.

uses a discounted cash flow valuation technique to determine the fair value of its Level 3 contingent consideration liabilities. The
significant unobservable inputs used in Insight's contingent consideration valuation on December 31, 2023, included: (i) a discount
period, based on the expected milestone payment dates, ranging from 1.3 years to 1.5 years, (ii) a discount rate of 13.9%, and (iii)
a management probability estimate of 25% to 50%. The significant unobservable inputs used on December 31, 2022, included: (i) a discount
period, based on the expected milestone payment dates, ranging from.75 years to 1.0 years, (ii) a discount rate of 15.8%, and (iii)
a management probability estimate of 15% to 75%.

 The
following tables reflect the activity for the Insight Contingent Consideration measured at fair value using Level 3 inputs:

of Contingent Consideration, Measured at Fair Value

 Fair Value

 Balance at December 31, 2021

 $
 7,060

 Change in estimated fair value

 ( 1,690
)

 $
 5,370

 $
 5,370

 Change in estimated fair value

 ( 3,330
)

 Balance at December 31, 2023

 $
 2,040

consideration is not deductible for tax purposes, even if paid; therefore, no deferred tax assets related to the Contingent Consideration
were recorded.

 Acquisition
of Chronix Biomedical, Inc.

 On
April 15, 2021 (the "Chronix Merger Date"), Oncocyte completed its acquisition of Chronix pursuant the Chronix Merger Agreement.

 As
additional consideration for holders of certain classes and series of Chronix capital stock, the Chronix Merger Agreement originally
required Oncocyte to pay "Chronix Contingent Consideration" consisting of (i) "Chronix Milestone Payments" of
up to $ 14.0 million in any combination of cash or Oncocyte common stock if certain milestones specified in the Chronix Merger Agreement
are achieved, (ii) "Royalty Payments" of up to 15 % of net collections for sales of specified tests and products during the
five-to-ten year earnout periods, and (iii) "Transplant Sale Payments" of up to 75 % of net collections from the sale or license
to a third party of Chronix's patents for use in transplantation medicine during a seven-year earnout period.

 NOTES

 On
February 8, 2023, the Company and equity holder representative entered into Amendment No. 1 to the Merger Agreement (the "Chronix
Amendment"), pursuant to which the parties agreed that (i) Chronix's equity holders will be paid earnout consideration of
 10 % of net collections for sales of specified tests and products, until the expiration of intellectual property related to such tests
and products, (ii) Chronix's equity holders will be paid 5 % of the gross proceeds received from any sale of all or substantially
all of the rights, titles, and interests in and to Chronix's patents for use in transplantation medicine to such third party, and
(iii) the Chronix Milestone Payments, 15 % Royalty Payments and Transplant Sale Payment obligations were eliminated.

 The
fair value of the Chronix Contingent Consideration after the Chronix Merger Date is reassessed by Oncocyte as changes in circumstances
and conditions occur, with the subsequent change in fair value recorded in Oncocyte's consolidated statements of operations. During
2023, based on Oncocyte's reassessment of significant assumptions, there was a decrease of approximately $ 2.4 million to the fair
value of the Contingent Consideration primarily attributable to revised estimates of the possible future payouts and, accordingly, this
decrease was recorded as a change in fair value of contingent consideration in the consolidated statement of operations for the year
ended December 31, 2023.

uses a discounted cash flow valuation technique to determine the fair value of its Level 3 contingent consideration liabilities. The
significant unobservable inputs used in Chronix's contingent consideration valuation on December 31, 2023, included: (i) a discount
period, based on the related patent expiration dates, ranging from 9.9 years to 11.7 years, (ii) a discount rate of 14.7% to 15.8%,
and (iii) a payout percentage of 10% based on the earnout provision. The significant unobservable inputs used on December 31, 2022, included:
(i) a discount period, based on the related patent expiration dates, ranging from 5.5 years to 16.2 years, (ii) a discount rate of 17.8%
to 18.6%, and (iii) a payout percentage of 5% to 75% based on the earnout provision.

 The
following tables reflect the activity for the Chronix Contingent Consideration measured at fair value using Level 3 inputs:

of Contingent Consideration, Measured at Fair Value

 Fair Value

 Balance at December 31, 2021

 $
 69,621

 Change in estimated fair value

 ( 29,329
)

 $
 40,292

 $
 40,292

 Change in estimated fair value

 ( 2,432
)

 Balance at December 31, 2023

 $
 37,860

recognized approximately $ 9.5 million of goodwill related to the Chronix acquisition, which included $ 2.2 million of net deferred tax
liabilities principally related to VitaGraft. None of the goodwill recognized was expected to be deductible for income tax purposes.
As further discussed in Note 2, management concluded that goodwill was fully impaired as of December 31, 2022.

 NOTES

 4.
 Right-Of-Use and Financing Lease Assets, Net, Machinery and Equipment, Net, and Construction in Progress

 Right-of-use
and financing lease assets, net, machinery and equipment, net, and construction in progress were as follows:

of Right-of-use and Financing Lease Assets, Machinery and Equipment, Net, and Construction in Progress

 2023

 2022

 2023

 2022

 Right-of-use and financing lease assets

 $
 4,036

 $
 3,499

 Machinery, equipment and leasehold improvements

 6,909

 9,408

 Accumulated depreciation and amortization

 ( 6,235
)

 ( 4,196
)

 Right-of-use and financing lease assets and machinery and equipment, net

 4,710

 8,711

 Construction in progress

 2,140

 Total

 $
 5,436

 $
 10,851

 Right-of-use and financing lease assets, machinery and equipment, net, and construction in progress

 $
 5,436

 $
 10,851

 Fixed
asset depreciation and amortization expense amounted to $ 1.6 million and $ 1.5 million for the years ended December 31, 2023 and 2022,
respectively.

the third quarter of 2023, in connection with a new sublease arrangement (see Note 7), the Company identified circumstances that
indicated a potential impairment of certain leasehold improvements (included in construction in progress) and after a valuation was
performed, management concluded that such leasehold improvements were impaired. Accordingly, the Company recorded an impairment of
approximately $ 1.8 million.

 The Company used a discounted cash flow valuation
method to determine the Level 3 fair value of the leasehold improvements asset group discussed above. The significant unobservable inputs
used, effective as of September 30, 2023, included: (i) a discount period of 50 months based on the required sublease payments, and (ii)
a discount rate of 7.25 %. This valuation approach yielded a fair value of $ 1.2 million as of September 30, 2023.

 5.
 Intangible Assets, Net

 As
part of the Insight and Chronix acquisitions completed on January 31, 2020, and April 15, 2021, respectively, the Company has acquired
IPR&D and customer relationships (see Note 3).

the first quarter of 2023, due to changes in management and the economic condition of the Company, management shifted the Company's
business strategy to direct efforts on fewer studies and to transition from tests that are laboratory developed tests to research use
only sales. Due to the change in strategy, the Company's long range plan forecasts were updated and anticipated future benefits
derived from the Company's assets. The change in strategy represent a significant indicator for change in value of the Company's
long-lived assets. The original IPR&D balances were reassessed based on the updated long range plan, using the multi-period excess
earnings method ("MPEEM") approach, the results of the valuation noted that the carrying value of the DetermaIO related IPR&D
intangible assets was greater than the fair market value, whereas the CNI and VitaGraft related IPR&D intangible assets carrying
value was lower than the fair market value. Accordingly, the Company recorded an impairment of approximately $ 5.0 million related to
DetermaIO as of March 31, 2023. During the fourth quarter of 2023, the IPR&D balances were reassessed using the MPEEM approach and
the results of the valuation noted that the DetermaIO, CNI and VitaGraft related IPR&D intangible assets carrying values were lower
than the fair market value. Accordingly, the Company did not record any additional adjustment as of December 31, 2023.

 The
MPEEM valuation approach is a discounted cash flow valuation technique and was used to determine the Level 3 fair value of
Insight's IPR&D discussed above. The
significant unobservable inputs used as of March 31, 2023 and December 31, 2023, included: (i) a discount period of 20.0 years,
based on the expected life of patent, (ii) a royalty rate of 0.3%, and (iii) a weighted average cost of capital rate of 30.0%. This
valuation approach yielded a fair value of $9.7 million as of March 31, 2023. As market conditions change, the Company will
re-evaluate assumptions used in the determination of fair value for IPR&D and is uncertain to the extent of the volatility in
the unobservable inputs in the foreseeable future. Refer to Note 2, "Intangible Assets and Goodwill" for
additional IPR&D information.

 NOTES

assets, net, consisted of the following:

of Intangible Assets, Net

 2023

 2022

 Intangible assets:

 Acquired
 IPR&D - DetermaIO TM (1)

 $
 9,700

 $
 14,650

 Acquired IPR&D - DetermaCNI
and VitaGraft (2)

 46,800

 46,800

 Intangible assets subject to amortization:

 Acquired intangible assets - customer relationship

 Total intangible assets

 56,940

 61,890

 Accumulated
amortization - customer relationship (3)

 ( 345
)

 ( 257
)

 Intangible assets, net

 $
 56,595

 $
 61,633

 (1)

 See
 Note 3 for information on the Insight Merger.

 (2)

 See
 Note 3 for information on the Chronix Merger.

 (3)

 Amortization
 of intangible assets is included in "Cost of revenues – amortization of acquired intangibles" on the consolidated
 statements of operations because the intangible assets pertain directly to the revenues generated from the acquired intangibles.

asset amortization expense amounted to $ 88,000 and $ 3.7 million (prior year includes $ 3.6 million from discontinued operations) for the
years ended December 31, 2023 and 2022, respectively.

 Future
amortization expense of intangible assets subject to amortization is as follows:

of Intangible Assets Future Amortization Expense

 Amortization

 Year ending December 31,

 2024

 $

 2025

 Total

 $

 6.
 Bank Loan

 Amended
Loan Agreement

 In
October 2019, Oncocyte entered into a First Amendment to Loan and Security Agreement (the "Amended Loan Agreement") with
Silicon Valley Bank ("the Bank") pursuant to which Oncocyte obtained a new $ 3 million secured credit facility ("Tranche
1"). The credit line under the Amended Loan Agreement may be increased by an additional $ 2 million ("Tranche 2") if
certain requirements were met. Oncocyte agreed to pay the Bank an additional final payment fee of $ 200,000, which was recorded as a deferred
financing charge in October 2019 and was being amortized to interest expense over the term of the loan using the effective interest method.
Oncocyte had satisfied the Tranche 2 requirements and was eligible to borrow the $ 2 million, however, did not borrow any funds under
Tranche 2. The Tranche 2 availability expired in connection with the final loan maturity in September 2022.

 Payments
of interest only on the principal balance were due monthly from the draw date through maturity. The outstanding principal balance of
the loan had interest at a stated floating annual interest equal to the greater of (a) the prime rate or (b) 5 % per annum. During August
2022, the period in which the loan was paid off, the published prime rate was 5.5 % per annum.

 In
April 2020, Oncocyte and the Bank entered into a Loan Deferral Agreement ("Loan Deferral") with respect to the Amended Loan
Agreement. Under the Loan Deferral Agreement, the Bank agreed to (i) extend the scheduled maturity date of the Amended Loan Agreement
from March 31, 2022 to September 30, 2022, and (ii) deferred the principal payments by an additional 6 months whereby payments of interest
only on the Bank loan principal balance will be due monthly from May 1, 2020 through October 1, 2020, followed by 23 monthly payments
of principal and interest beginning on November 1, 2020, all provided at no additional fees to Oncocyte. No other terms of the Amended
Loan Agreement were changed or modified. The Loan Deferral was accounted for as a modification of debt in accordance with ASC 470-50,
 Debt – Modifications and Extinguishments, thus there was no gain or loss recognized on the transaction.

 As
of the loan maturity in September 2022, there are no remaining unamortized deferred financing costs and the full principal balance of
the loan has been paid off.

 NOTES

 Bank
Warrants

 In
2017, in connection with the original loan agreement, Oncocyte issued common stock purchase warrants to the Bank (the "2017 Bank
Warrants") entitling the Bank to purchase shares of Oncocyte common stock in tranches related to the loan tranches under the original
loan agreement. In conjunction with the availability of the loan, the Bank was issued warrants to purchase 412 shares of Oncocyte common
stock at an exercise price of $ 97.00 per share, through February 21, 2027. On March 23, 2017, the Bank was issued warrants to purchase
an additional 366 shares at an exercise price of $ 109.20 per share, through March 23, 2027. The Bank may elect to exercise the 2017 Bank
Warrants on a "cashless exercise" basis and receive a number of shares determined by multiplying the number of shares for
which the applicable tranche is being exercised by (A) the excess of the fair market value of the common stock over the applicable exercise
price, divided by (B) the fair market value of the common stock. The fair market value of the common stock will be the last closing or
sale price on a national securities exchange, inter-dealer quotation system, or over-the-counter market. These warrants meet the equity
classification criteria and have been classified as equity, refer to Note 2, "Accounting for Warrants" for additional information.

 In
October 2019, in conjunction with Tranche 1 becoming available under the Amended Loan Agreement, Oncocyte issued a common stock purchase
warrant to the Bank (the "2019 Bank Warrant") entitling the Bank to purchase 4,928 shares of Oncocyte common stock at the
initial "Warrant Price" of $ 33.80 per share through October 17, 2029. The number of shares of common stock issuable upon
the exercise of the 2019 Bank Warrant would increase on the date of each draw, if any, on Tranche 2. As discussed above, Oncocyte drew
no Tranche 2 funds and the Tranche 2 availability expired in connection with the final loan maturity in September 2022. The Bank may
elect to exercise the 2019 Bank Warrant on a "cashless exercise" basis and receive a number of shares determined by multiplying
the number of shares for which the 2019 Bank Warrant is being exercised by (A) the excess of the fair market value of the common stock
over the applicable Warrant Price, divided by (B) the fair market value of the common stock. The fair market value of the common stock
will be last closing or sale price on a national securities exchange, interdealer quotation system, or over-the-counter market. These
warrants meet the equity classification criteria and have been classified as equity, refer to Note 2, "Accounting for Warrants"
for additional information.

 7.
 Commitments and Contingencies

 Office
and Facilities Leases

 Irvine
Office Lease

 On
December 23, 2019, Oncocyte and Cushing Ventures, LLC ("Landlord") entered into an Office Lease Agreement (the "Irvine
Lease") of a building containing approximately 26,800 square feet of rentable space located at 15 Cushing in Irvine, California
(the "Premises") that serves as Oncocyte's principal executive and administrative offices.

 The
Irvine Lease has an initial term of 89 calendar months (the "Term"), which commenced on June 1, 2020 (the "Commencement
Date") and will end September 2027. Oncocyte has an option to extend the Term for a period of five years (the "Extended Term").

agreed to pay base monthly rent in the amount of $ 61,640 during the first 12 months of the Term. Base monthly rent increases annually,
over the base monthly rent then in effect, by 3.5 %. Oncocyte was entitled to an abatement of 50 % of the base monthly rent during the
first ten calendar months of the Term. If the Irvine Lease is terminated based on the occurrence of an "event of default,"
Oncocyte will be obligated to pay the abated rent to the lessor.

 NOTES

 If
Oncocyte exercises its option to extend the Term, the initial base monthly rent during the Extended Term will be the greater of the base
monthly rent in effect during the last year of the Term or the prevailing market rate. The prevailing market rate will be determined
based on annual rental rates per square foot for comparable space in the area where the Premises are located. If Oncocyte does not agree
with the prevailing market rate proposed by the lessor, the rate may be determined through an appraisal process. The base monthly rent
during the Extended Term shall be subject to the same annual rent adjustment as applicable for base monthly rent during the Term.

 In
addition to base monthly rent, Oncocyte agreed to pay in monthly installments (a) all costs and expenses, other than certain excluded
expenses, incurred by the lessor in each calendar year in connection with operating, maintaining, repairing (including replacements if
repairs are not feasible or would not be effective) and managing the Premises and the building in which the Premises are located ("Expenses"),
and (b) all real estate taxes and assessments on the Premises and the building in which the Premises are located, all personal property
taxes for property that is owned by lessor and used in connection with the operation, maintenance and repair of the Premises, and costs
and fees incurred in connection with seeking reductions in such tax liabilities ("Taxes"). Subject to certain exceptions,
Expenses shall not be increased by more than 4% annually on a cumulative, compounded basis.

was entitled to an abatement of its obligations to pay Expenses and Taxes while constructing improvements to the Premises constituting
"Tenant's Work" under the Irvine Lease prior to the Commencement Date, except that Oncocyte was obligated to pay 43.7 %
of Expenses and Taxes during the period prior to the Commencement Date for its use of the second floor of the Premises, which was already
built out as office space.

 The
lessor provided Oncocyte with a "Tenant Improvement Allowance" in the amount of $ 1.3 million to pay for the plan, design,
permitting, and construction of the improvements constituting Tenant's Work. The lessor retained 1.5 % of the Tenant Improvement
Allowance as an administrative fee as provided in the Irvine Lease. As of June 2021, the lessor had provided $ 1.3 million of the total
Tenant Improvement Allowance, which is being amortized over the Term.

has provided the lessor with a security deposit in the amount of $ 150,000 and a letter of credit in the amount of $ 1.7 million. The lessor
may apply the security deposit, in whole or in part, for the payment of rent and any other amount that Oncocyte is or becomes obligated
to pay under the Irvine Lease but fails to pay when due and beyond any cure period. The lessor may draw on the letter of credit from
time to time to pay any amount that is unpaid and due, or if the original issuing bank notifies the lessor that the letter of credit
will not be renewed or extended for the period required under the Irvine Lease and Oncocyte fails to timely provide a replacement letter
of credit, or an event of default under the Irvine Lease occurs and continues beyond the applicable cure period, or if certain insolvency
or bankruptcy or insolvency with respect to Oncocyte occur. Oncocyte is required to restore any portion of the security deposit that
is applied by the lessor to payments due under the Irvine Lease, and Oncocyte is required to restore the amount available under the letter
of credit to the required amount if any portion of the letter of credit is drawn by the lessor. The Irvine Lease provides that commencing
on the 34th month of the Term, (a) the amount of the letter of credit that Oncocyte is required to maintain shall be reduced on a monthly
basis, in equal installments, to amortize the required amount to zero at the end of the Term, and (b) Oncocyte has the right to cancel
the letter of credit at any time if it meets certain market capitalization and balance sheets thresholds; provided, in each case, that
Oncocyte is not in then default under the Irvine Lease beyond any applicable notice and cure period and the lessor has not determined
that an event exists that would lead to an event of default. As of December 31, 2023, to date, Oncocyte is not in default based on any
provision of the Irvine Lease, however, neither provision discussed in the preceding are currently available to Oncocyte based on the
lessor's related rights.

 To
obtain the letter of credit, Oncocyte has provided the issuing bank with a restricted cash deposit that the bank will hold to cover its
obligation to pay any draws on the letter of credit by the lessor. The restricted cash may not be used for any other purpose, accordingly,
Oncocyte has reflected $ 1.7 million as restricted cash in the accompanying consolidated balance sheets.

 NOTES

 Irvine
Office Sublease

 On
August 8, 2023, Oncocyte and Induce Biologics USA, Inc. ("Subtenant") entered into a Sublease Agreement (the "Sublease
Agreement"), which subsequently became effective as of September 14, 2023, upon the execution and delivery by the Company, Subtenant,
and Landlord, of that certain Landlord's Consent to Sublease dated September 12, 2023 (the "Consent Agreement"), under
which Landlord consented to the Sublease Agreement, on the terms and subject to the conditions set forth therein. The Sublease Agreement
is subject and subordinate to the Irvine Lease.

 Under
the Sublease Agreement, the Company agreed to initially sublet to Subtenant a portion of the Premises consisting of approximately 13,400
square feet of rentable space for a term (the "Initial Period") commencing on the date that is 120 days after the effective
date of the Consent Agreement (the "Commencement Date") and ending on the date that is 18 months following the Commencement
Date or such earlier date as Subtenant may elect upon the exercise of its one-time option to accelerate such date upon 90 days prior
written notice to the Company (the date on which the Initial Period ends, the "Expansion Date"). On the Expansion Date, the
portion of the Premises that is subleased to Subtenant under the Sublease Agreement will automatically increase to include the remaining
portion of the Premises, which consists of approximately 13,400 square feet of additional rentable space for a term (the "Expansion
Period") beginning on the Expansion Date through the expiration of the Irvine Lease on October 31, 2027, unless earlier terminated.

 The
Sublease Agreement provides that, from and after the Commencement Date, Subtenant will pay to the Company monthly base rent in the following
amounts: (i) $36,850.00 for rental periods beginning on the Commencement Date and ending on or before December 31, 2024 (subject to adjustment
in the event that Subtenant exercises its option to accelerate the Expansion Date, such that the Expansion Period begins prior to December
31, 2024); (ii) $37,955.50 for rental periods beginning on or after January 1, 2025 and ending on or before June 20, 2025 (subject to
adjustment in the event that Subtenant exercises its option to accelerate the Expansion Date, such that the Expansion Period begins prior
to June 20, 2025); (iii) $75,844.00 for rental periods beginning on or after July 1, 2025 and ending on or before December 31, 2025;
(iv) $78,188.33 for rental periods beginning on or after January 1, 2026 and ending on or before December 31, 2026; and (v) $80,533.98
for rental periods beginning on or after January 1, 2027 and ending on or before October 31, 2027.

 Following
the Commencement Date, Subtenant will be responsible for the payment of Additional Rent, including Expenses and Taxes (as each such term
is defined in the Irvine Lease), provided that, with respect to the Initial Period, Subtenant will be responsible for only 50 % of the
Expenses and Taxes due. In addition, Subtenant will pay the Company a security deposit in the amount of $ 101,987.38 in connection with
the transactions contemplated by the Sublease Agreement.

 The
Sublease Agreement contains customary provisions with respect to, among other things, Subtenant's obligation to comply with the
Irvine Lease and applicable laws, the payment of utilities and similar services utilized by Subtenant with respect its use of the Premises,
the indemnification of the Company by Subtenant, and the right of the Company to terminate the Sublease Agreement in its entirety and
retake the Premises if Subtenant fails to remedy certain defaults of its obligations under the Sublease Agreement within specified time
periods.

 Nashville
Leases

 Insight
operates a CLIA-certified laboratory and has additional office space located at 2 International Plaza, Nashville, Tennessee, under lease
arrangements with MPC Holdings, LLC. In August 2021, the Company entered into a lease agreement to add an additional suite to its Nashville
office space, containing 1,928 square feet for an aggregate of 8,362 square feet of rentable space as of December 31, 2023. The term
of the leases was scheduled to end in April 2024.

 On
January 1, 2024, the Company renewed its exiting leases with MPC Holdings, LLC and added a new lease agreement to further expand its
Nashville office space. The new lease contains 2,319 square feet for an aggregate of 10,681 square feet of rentable space. Lab space
is approximately 4,826 square feet of the total. The new lease agreements each have an initial term of 36 months, which commenced on
January 1, 2024 and will end in January 2027. The Company has the option to renew the term of each lease for four additional one year
periods.

 NOTES

 Embedded
Operating Lease

 In
December 2019, Oncocyte entered into a Laboratory Services Agreement with Razor and Encore Clinical, Inc. ("Encore"), a former
stockholder of Razor (the "Laboratory Agreement"). Under the Laboratory Agreement (which expired on September 29, 2021),
Oncocyte assumed all of Razor's Laboratory Agreement payment obligations. Although Oncocyte is not a party to any lease agreement
with Razor or Encore, under the terms of the Laboratory Agreement, Oncocyte received the landlord's consent for the use of the
laboratory at Razor's Brisbane, California location (the "Brisbane Facility") under the terms of a sublease to which
Encore is the sublessee. The sublease expired on March 31, 2023 (the "Brisbane Lease"). The laboratory fee payments to Encore
include both laboratory services and the use of the Brisbane Facility. Under the provisions of the Laboratory Agreement, if Oncocyte
terminates the Laboratory Agreement prior to the expiration of the Brisbane Lease, Oncocyte shall assume the costs related to the subletting
or early termination of the Brisbane Lease. The Laboratory Agreement terminated on March 31, 2023. Oncocyte determined that the Laboratory
Agreement contains an embedded operating lease for the Brisbane Facility and Oncocyte allocated the aggregate payments to this lease
component for purposes of calculating the net present value of the right-of-use asset and liability as of the inception of the Laboratory
Agreement in accordance with ASC 842.

 The
office and facilities leases discussed above are operating leases under ASC 842 and are included in the tables below. The tables below
provide the amounts recorded in connection with the application of ASC 842 for Oncocyte's operating and financing leases (see Note
2 for additional policy information).

 Financing
Lease

 As
of December 31, 2023, Oncocyte has no remaining financing leases. Previously, we had one such lease for certain laboratory equipment
as shown in the prior year table below. Oncocyte's lease obligations were collateralized by the equipment financed under the lease
schedule.

 Operating
and Financing Leases

 The
following table presents supplemental balance sheet information related to operating and financing leases:

of Supplemental Balance Sheet Information Related to Operating and Financing Leases

 2023

 2022

 2023

 2022

 Operating lease

 Right-of-use assets, net

 $
 1,637

 $
 2,088

 Right-of-use lease liabilities, current

 $

 $

 Right-of-use lease liabilities, noncurrent

 2,102

 2,730

 Total operating lease liabilities

 $
 2,730

 $
 3,428

 Financing lease

 Machinery and equipment

 $

 $

 Accumulated depreciation

 ( 537
)

 ( 446
)

 Machinery and equipment, net

 $
 -

 $

 Current liabilities

 $
 -

 $

 Noncurrent liabilities

 -

 -

 Total financing lease liabilities

 $
 -

 $

 Weighted average remaining lease term

 Operating lease

 3.7 years

 4.5 years

 Financing lease

 n/a

 1.0 years

 Weighted average discount rate

 Operating lease

 11.31
 %

 11.24
 %

 Financing lease

 n/a

 11.55
 %

 NOTES

 Future
minimum lease commitments are as follows:

of Future Minimum Lease Commitments for Operating and Financing Leases

 Operating

 Financing

 Leases

 Leases

 Year Ending December 31,

 2024

 $

 $
 -

 2025

 -

 2026

 -

 2027

 -

 Total minimum lease payments

 3,366

 -

 Less amounts representing interest

 ( 636
)

 -

 Present value of net minimum lease payments

 $
 2,730

 $
 -

 The
following table presents supplemental cash flow information related to operating and financing leases:

of Supplemental Cash Flow Information Related to Operating and Financing Lease

 2023

 2022

 2023

 2022

 Cash paid for amounts included in the measurement of financing lease liabilities:

 Operating cash flows from operating leases

 $
 1,048

 $
 1,143

 Operating cash flows from financing leases

 $

 $

 Financing cash flows from financing leases

 $

 $

 The
Company incurred total lease cost, including short-term lease expenses, of $ 842,000 million and $ 1.1 million, which was net of sublease
income of $ 64,000 and zero, for the years ended December 31, 2023 and 2022, respectively.

 Litigation
– General

may be subject to various claims and contingencies in the ordinary course of its business, including those related to litigation, business
transactions, employee-related matters, and other matters. When Oncocyte is aware of a claim or potential claim, it assesses the likelihood
of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, Oncocyte will
record a liability for the loss. If the loss is not probable or the amount of the loss cannot be reasonably estimated, Oncocyte discloses
the claim if the likelihood of a potential loss is reasonably possible and the amount involved could be material.

 Tax
Filings

tax filings are subject to audit by taxing authorities in jurisdictions where it conducts business. These audits may result in assessments
of additional taxes that are subsequently resolved with the authorities or potentially through the courts. Management believes Oncocyte
has adequately provided for any ultimate amounts that are likely to result from these audits; however, final assessments, if any, could
be significantly different than the amounts recorded in the consolidated financial statements.

 Employment
Contracts

has entered into employment and severance benefit contracts with certain executive officers. Under the provisions of the contracts, Oncocyte
may be required to incur severance obligations for matters relating to changes in control, as defined, and certain terminations of executives.
As of December 31, 2023 and 2022, Oncocyte has accrued approximately $ 2.5 million and $ 4.4 million, respectively, in severance obligations
for certain executive officers, in accordance with the severance benefit provisions of their respective employment and severance benefit
agreements, primarily related to Oncocyte's acquisition of Chronix in 2021. For the periods presented, management has classified
the $ 2.3 million accrued severance obligations related to the Chronix acquisition as current based on our expectations of the timing
of product commercialization and subsequent revenues that trigger the payouts.

 NOTES

 Indemnification

 In
the normal course of business, Oncocyte may provide indemnification of varying scope under Oncocyte's agreements with other companies
or consultants, typically Oncocyte's clinical research organizations, investigators, clinical sites, suppliers and others. Pursuant
to these agreements, Oncocyte will generally agree to indemnify, hold harmless, and reimburse the indemnified parties for losses and
expenses suffered or incurred by the indemnified parties arising from claims of third parties in connection with the use or testing of
Oncocyte's diagnostic tests. Indemnification provisions could also cover third party infringement claims with respect to patent
rights, copyrights, or other intellectual property pertaining to Oncocyte's diagnostic tests. Oncocyte's office and laboratory
facility leases also will generally contain indemnification obligations, including obligations for indemnification of the lessor for
environmental law matters and injuries to persons or property of others, arising from Oncocyte's use or occupancy of the leased
property. The term of these indemnification agreements will generally continue in effect after the termination or expiration of the particular
research, development, services, lease, or license agreement to which they relate. The Razor Stock Purchase Agreement also contains provisions
under which Oncocyte has agreed to indemnify Razor and Encore from losses and expenses resulting from breaches or inaccuracy of Oncocyte's
representations and warranties and breaches or nonfulfillment of Oncocyte's covenants, agreements, and obligations under the Razor
Stock Purchase Agreement. Oncocyte periodically enters into underwriting and securities sales agreements with broker-dealers in connection
with the offer and sale of Oncocyte securities. The terms of those underwriting and securities sales agreements include indemnification
provisions pursuant to which Oncocyte agrees to indemnify the broker-dealers from certain liabilities, including liabilities arising
under the Securities Act, in connection with the offer and sale of Oncocyte securities. The potential future payments Oncocyte could
be required to make under these indemnification agreements will generally not be subject to any specified maximum amounts. Historically,
Oncocyte has not been subject to any claims or demands for indemnification. Oncocyte also maintains various liability insurance policies
that limit Oncocyte's financial exposure. As a result, Oncocyte management believes that the fair value of these indemnification
agreements is minimal. Accordingly, Oncocyte has not recorded any liabilities for these agreements as of December 31, 2023 and 2022.

 8.
 Series A Redeemable Convertible Preferred Stock and Shareholders' Equity

 Series
A Redeemable Convertible Preferred Stock

 On
April 13, 2022, the Company entered into a Securities Purchase Agreement with institutional accredited investors (the "Investors")
in a registered direct offering of 11,765 shares of the Company's Series A Preferred Stock, which shares of Series A Preferred
Stock are convertible into a total of 384,477 shares of common stock, at a conversion price of $ 30.60. The purchase price of each share
of Series A Preferred Stock was $ 850, which included an original issue discount to the stated value of $ 1,000 per share. The rights,
preferences and privileges of the Series A Preferred Stock are set forth in the Company's Certificate of Determination, which the
Company filed with the Secretary of State of the State of California. The Securities Purchase Agreement provides that the closing of
the Series A Preferred Stock offering will occur, subject to the satisfaction of certain closing conditions, in two equal tranches of
$ 5,000,000 each for aggregate gross proceeds from both closings of $ 10,000,000. The first closing occurred on June 1, 2022, and Oncocyte
received net proceeds of approximately $ 4.9 million from the Series A Preferred Stock issued from the first tranche. The second closing
would occur, subject to the satisfaction of certain closing conditions (including but not limited to a requirement that the Company has
not received, in the 12 months preceding the second closing, a notice from The Nasdaq Stock Market LLC ("Nasdaq") that the
Company is not in compliance with the listing and maintenance and listing requirements of Nasdaq), on the earlier of (a) the second trading
day following the date that Oncocyte receives notice from an Investor to accelerate the second closing and (b) a date selected by Oncocyte
on or after October 8, 2022 and on or prior to March 8, 2023. On August 9, 2022, Oncocyte received a letter from Nasdaq indicating that
the Company no longer met the minimum bid price requirement of the Nasdaq continued listing requirements. Accordingly, the second closing
did not occur and no additional proceeds were received under the Securities Purchase Agreement. On August 8, 2023, the Company received
a letter from Nasdaq indicating that the Company had regained compliance with the minimum bid price requirement of the Nasdaq continued
listing requirements.

 NOTES

 The
Series A Preferred Stock is convertible into shares of the Company's common stock at any time at the holder's option. The
conversion price will be subject to customary anti-dilution adjustments for matters such as stock splits, stock dividends and other distributions
on our common stock, and recapitalizations. A holder is prohibited from converting shares of Series A Preferred Stock into shares of
common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the shares of
our common stock then issued and outstanding (provided a holder may elect, at the first closing, to increase such beneficial ownership
limitation solely as to itself up to 19.99% of the number of shares of our common stock outstanding immediately after giving effect to
the conversion, provided further that following the receipt of shareholder approval required by applicable Nasdaq rules with respect
to the issuance of common stock that would exceed the beneficial ownership limitation, such beneficial ownership limitation will no longer
apply to the holder if the holder notified the Company that the holder wishes the Company to seek such shareholder approval). On July
15, 2022, the Company received such shareholder approval to remove the beneficial ownership limitation with respect to the Series A Preferred
Stock held by Broadwood. The Company may force the conversion of up to one-third of the shares
of Series A Preferred Stock originally issued, subject to customary equity conditions, if the daily volume weighted average price of
our common stock for 20 out of 30 trading days exceeds 140% of the conversion price and on 20 out of the same 30 trading days the daily
trading volume equals or exceeds 20,000 shares of our common stock. The Company may only effect one forced conversion during any 30-trading
day period.

 In
the event of the Company's liquidation, dissolution, or winding up, holders of Series A Preferred Stock will receive a payment
equal to the stated value of the Series A Preferred Stock plus accrued but unpaid dividends and any other amounts that may have become
payable on the Series A Preferred Stock due to any failure or delay that may have occurred in issuing shares of common stock upon conversion
of a portion of the Series A Preferred Stock, before any distribution or payment to the holders of common stock or any of our other junior
equity.

of Series A Preferred Stock generally have no voting rights, except as required by law and except that the consent of holders of a majority
of the outstanding Series A Preferred Stock will be required to amend any provision of our certificate of incorporation that would have
a materially adverse effect on the rights of the holders of the Series A Preferred Stock. Additionally, as long as any shares of Series
A Preferred Stock remain outstanding, unless the holders of at least 51 % of the then outstanding shares of Series A Preferred Stock shall
have otherwise given prior written consent, we, on a consolidated basis with our subsidiaries, are not permitted to (1) have less than
$ 8 million of unrestricted, unencumbered cash on hand ("Cash Minimum Requirement");
(2) other than certain permitted indebtedness, incur indebtedness to the extent that our aggregate indebtedness exceeds $ 15 million;
(3) enter into any agreement (including any indenture, credit agreement or other debt instrument) that by its terms prohibits, prevents,
or otherwise limits our ability to pay dividends on, or redeem, the Series A Preferred Stock in accordance with the terms of the Certificate
of Determination; or (4) authorize or issue any class or series of preferred stock or other capital stock of the Company that ranks senior
or pari passu with the Series A Preferred Stock.

of Series A Preferred Stock are entitled to receive cumulative dividends at a rate per share (as a percentage of stated value) of 6 %
per annum, payable quarterly in cash or, at our option, by accreting such dividends to the stated value. As of December 31, 2023, the
Company has elected to accrete dividends of $ 478,000, net of the April 2023 redemption, with respect to shares of Series A Preferred
Stock.

 The
Company is required to redeem, for cash, the shares of Series A Preferred Stock on the earlier to occur of (1) April
8, 2024, (2) the commencement of certain a voluntary or involuntary bankruptcy, receivership, or similar proceedings against the
Company or its assets, (3) a Change of Control Transaction (as defined herein) and (4) at the election and upon notice of 51 % in interest
of the holders, if the Company fails to meet the Cash Minimum Requirement. A "Change of Control Transaction" means the occurrence
of any of (a) an acquisition by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under
the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or
otherwise) of in excess of 50 % of the voting securities of the Company (other than by means of conversion of Series A Preferred Stock),
(b) the Company merges into or consolidates with any other person, or any person merges into or consolidates with the Company and, after
giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 50 % of the aggregate
voting power of the Company or the successor entity of such transaction, or (c) the Company sells or transfers all or substantially all
of its assets to another person. Additionally, the Company has the right to redeem the
Series A Preferred Stock for cash upon 30 days prior notice to the holders; provided if the Company undertakes a capital raise in connection
with such redemption, the Investors will have the right to participate in such financing. On April 5, 2023, the Company redeemed 1,064
shares of the Series A Preferred Stock for approximately $ 1.1 million (see "Common Stock – April 2023 Offering" below).
In connection with the April 5, 2023 redemption, the Company recorded a deemed dividend of $ 118,000 based on the difference between the
Series A Preferred Stock redemption value and carrying value.

 NOTES

 The
issuance and sale of the Series A Preferred Stock was completed pursuant to the Company's effective shelf registration statement
on Form S-3 (Registration No. 333-256650), filed with the SEC on May 28, 2021 and declared effective by the SEC on June 8, 2021, and
an accompanying prospectus dated June 8, 2021 as supplemented by a prospectus supplement dated April 13, 2022.

 As
of December 31, 2023 and 2022, Oncocyte had 4,818 and 5,882, shares issued and outstanding, respectively. The future right or obligation
associated with the Series A Preferred Stock to be issued in the second closing was written off in the prior year since the second closing
was not completed.

 In connection with the
Company's private placement as discussed in Note 14, "Subsequent Events," the Company will use a portion of the
net proceeds to redeem the remaining 4,818
shares of its Series A Redeemable Convertible Preferred Stock. The Company is required to redeem the Series A Preferred Stock on April 15, 2024.

 Preferred
Stock

 As
of December 31, 2023 and 2022, Oncocyte has 5,000,000 shares of preferred stock, no -par value, authorized. As of December 31, 2023 and
2022, Oncocyte had no shares of preferred stock issued and outstanding.

 Common
Stock

 As
of December 31, 2023 and 2022, Oncocyte has 230,000,000 shares of common stock, no -par value, authorized. As of December 31, 2023 and
2022, Oncocyte had 8,261,073 and 5,932,191 shares of common stock issued and outstanding, respectively.

 Underwritten
Offering

 On
April 13, 2022, Oncocyte entered into an underwriting agreement (the "Underwriting Agreement") with BTIG, LLC, as representative
of the underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters
an aggregate of 1,313,320 shares of common stock and 1,313,320 warrants to purchase up to 656,660 shares of common stock ("April
2022 Warrants"). Each share of common stock and the accompanying April 2022 Warrant was sold at a combined offering price of $ 26.65,
representing an offering price of $ 26.45 per share of common stock and $ 0.20 per accompanying April 2022 Warrant, before underwriting
discounts and commissions.

 Under
the terms of the Underwriting Agreement, the Company also granted to the Underwriters an over-allotment option, exercisable in whole
or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to an additional 196,998 shares
of common stock and 196,998 April 2022 Warrants to purchase 98,499 shares of common stock to cover over-allotments, if any. The over-allotment
option may be exercised separately for shares of common stock at a price to the underwriters of $ 24.85 per share, and April 2022 Warrants
at a price of $ 0.20 per April 2022 Warrant. On April 14, 2022, the Underwriters exercised their option to purchase the 196,998 April
2022 Warrants pursuant to the over-allotment option but did not exercise their option to purchase the additional 196,998 shares of common
stock.

 The
Company received net proceeds of approximately $ 32.8 million from the Underwritten Offering, which includes the April 2022 Warrants sold
upon the exercise of the Underwriters' overallotment option. The Underwritten Offering closed on April 19, 2022. Refer to Note
11 for additional information.

 The
Underwritten Offering was made pursuant to the Company's effective "shelf" registration statement on Form S-3 (Registration
No. 333-256650) filed with the SEC Commission on May 28, 2021 and declared effective by the SEC on June 8, 2021, and an accompanying
prospectus dated June 8, 2021 as supplemented by a prospectus supplement dated April 13, 2022.

 NOTES

 April
2023 Offering

 On
April 3, 2023, Oncocyte entered into an agreement with certain members of the Company's board of directors, and several institutional
and accredited investors, including Broadwood, the Company's largest shareholder, and certain members of the Company's board
of directors (and certain of their affiliated parties), relating to their purchase of an aggregate of up to 2,278,121 shares of its common
stock at an offering price of $ 7.08 per share to board members and $ 6.03 per share to the other investors participating in the April
2023 Offering. The April 2023 Offering was intended to be priced at-the-market for purposes of complying with applicable Nasdaq Listing
Rules. The Company issued an aggregate of 2,274,709 shares of common stock from this offering, as further discussed in Note 11. The aggregate
gross proceeds from the offering were approximately $ 13.9 million. The Company used approximately $ 1.1 million of the net proceeds to
immediately redeem an aggregate of 1,064 shares of its Series A Preferred Stock and may thereafter elect to redeem additional shares.

 Common
Stock Purchase Warrants

 As
of December 31, 2023 and 2022, Oncocyte had an aggregate of 819,767 common stock purchase warrants issued and outstanding with exercise prices ranging from $ 30.60 to $ 109.20 per
warrant. As of December 31, 2023, the warrants will expire on various dates ranging from February 2024 to October 2029, and have a
weighted average remaining life of 3.09 years. Certain warrants have "cashless exercise" provisions meaning that the
value of a portion of warrant shares may be used to pay the exercise price rather than payment in cash, which may be exercised under
any circumstances in the case of the 2017 Bank Warrants and 2019 Bank Warrants (see Note 6) or, in the case of certain other
warrants, only if a registration statement for the warrants and underlying shares of common stock is not effective under the
Securities Act or a prospectus in the registration statement is not available for the issuance of shares upon the exercise of the
warrants. All of the outstanding warrants meet the equity classification criteria and have been classified as equity, refer to Note
2, "Accounting for Warrants" for additional information.

 9.
 Stock-Based Compensation

 Equity
Incentive Plans

had a 2010 Stock Option Plan (the "2010 Plan") under which 260,000 shares of common stock were authorized for the grant of stock options or the sale of restricted stock. On August 27,
2018, Oncocyte shareholders approved a new Equity Incentive Plan (the "2018 Incentive Plan") to replace the 2010 Plan.
In adopting the 2018 Incentive Plan, Oncocyte terminated the 2010 Plan and will not grant any additional stock options or sell any
stock under restricted stock purchase agreements under the 2010 Plan; however, stock options issued under the 2010 Plan will
continue in effect in accordance with their terms and the terms of the 2010 Plan until the exercise or expiration of the individual
options. Total remaining stock options outstanding under the 2010 Plan as of December 31, 2023 and 2022, were 10,124 and 30,367,
respectively.

 As
of December 31, 2023, 1,050,000 shares of common stock were reserved for issuance under the 2018 Incentive Plan for the grant of stock
options or the sale of restricted stock or for the settlement of RSUs. Oncocyte may also grant stock appreciation rights under the 2018
Incentive Plan. Upon the exercise of stock options, the sale of restricted stock, or the delivery of shares pursuant to vested RSUs,
it is Oncocyte's policy to issue new shares of common stock. The Board may amend or modify the 2018 Incentive Plan at any time,
subject to any required stockholder approval. As of December 31, 2023, 355,672 shares are available for grant under the 2018 Incentive
Plan.

 2022
Equity Awards

the year ended December 31, 2022, the Company awarded share-based payment awards under the 2018 Plan to certain executive officers and
employees with time-based, market-based and performance-based vesting conditions ("2022 equity awards").

 The
fair value of the RSU 2022 equity awards with performance-based vesting condition was estimated using the Black-Scholes option-pricing
model assuming that performance goals will be achieved. If such performance conditions are not met, no compensation cost is recognized
and any recognized compensation cost is reversed. The probability of 2022 equity awards performance-based vesting conditions were evaluated
each reporting period and the Company trued-up the amount of cumulative cost recognized for the 2022 performance-based awards at each
reporting period based on the most up-to-date probability estimates. The Company recognized the compensation expense for 2022 performance-based
awards expected to vest on a straight-line basis over the respective service period for each separately vesting tranche.

 NOTES

 The
fair value of the RSU 2022 equity awards with market-based and time-based vesting conditions were estimated using the Monte Carlo simulation
model. Assumptions and estimates utilized in the model include the risk-free interest rate, dividend yield, expected stock volatility
and the estimated period to achievement of the performance and market conditions, which are subject to the achievement of the market-based
goals established by the Company and the continued employment of the participant. These awards vest only to the extent that the market-based
conditions are satisfied as specified in the vesting conditions. Unlike the performance-based awards, the grant date fair value and associated
compensation cost of the market-based awards reflect the probability of the market condition being achieved, and the Company recognized
this compensation cost regardless of the actual achievement of the market condition. Assumptions utilized in connection with the Monte
Carlo valuation technique included: estimated risk-free interest rate of 2.0 percent; term of 2.8 years; expected volatility of 100 percent;
and expected dividend yield of 0 percent. The risk-free interest rate was determined based on the yields available on U.S. Treasury zero-coupon
issues. The expected stock price volatility was determined using historical volatility. The expected dividend yield was based on expectations
regarding dividend payments. The total grant date fair value of the market-based awards was $ 117,625.

 In
May 2022, the Company approved amendments to vesting conditions of 61,875 performance-based and 12,500 market-based awards of certain
executive officers and employees. The performance-based awards were modified such that the stock awards were eligible to vest as follows:
(i) 50 % vest on December 31, 2023 if the Company achieves LCD reimbursement for VitaGraft (formerly TheraSure Transplant Monitor) for
one organ no later than December 31, 2022 and (ii) 50 % vest on December 31, 2023 if DetermaIO or DetermaCNI (formerly TheraSure - CNI
Monitor) submission for LCD is completed no later than December 31, 2022. Additional performance-based RSU awards were modified to be
eligible to vest upon the achievement by the Company of average market capitalization minimum, target, and maximum goals of (i) $300
million; (ii) $400 million; and (iii) $500 million, respectively, during the period beginning on January 1, 2022 and ending on December
31, 2024. The market-based RSU awards were modified such that the awards were eligible to vest upon the achievement of product commercial
launch minimum, target, and maximum goals as follows: (i) one laboratory test product in the U.S.; (ii) two laboratory test products in
U.S., and (iii) three laboratory test products in the U.S., respectively.

 In
accordance with ASC 718, the Company calculated the fair value of the market-based awards on the date of modification, noting an increase
in the fair value of approximately $ 58,500, with the incremental increase in fair value representing additional stock-based compensation
expense. The following assumptions were used in calculating the fair value of the market-based options on the date of modification: estimated
risk-free interest rate of 2.72 percent, term of 2.6 years, expected volatility of 95.0 percent and expected dividend yield of 0 percent.

 In
July 2022, the Company approved amendments to vesting conditions of 23,750 performance-based awards of certain executive officers and
employees. Certain performance-based awards were modified such that the stock awards were eligible to vest as follows: (i) fifty percent
( 50 %) of the options vest on December 31, 2023 (the "Vesting Date"), subject to Continuous Service through the Vesting Date,
if LCD is issued and priced for VitaGraft (Transplant) with respect to one organ no later than December 31, 2022; and (ii) fifty percent
( 50 %) of the options vest on the Vesting Date, subject to Continuous Service through the Vesting Date, if the Company submits a LCD request
for DetermaIO or DetermaCNI no later than December 31, 2022. Additional performance-based stock awards were modified to be eligible to
vest upon the achievement of performance minimum, target, and maximum goals of (i) 90% of revenue goal; (ii) 100% of revenue goal; and
(iii) exceed revenue goal by up to 150%, respectively, during fiscal year 2022. These same awards contained budget performance goals
which were modified to be eligible to vest upon the achievement of performance minimum, target, and maximum goals of (i) complete fiscal
year 2022 with sufficient cash to continue operations for 12 months; (ii) complete fiscal year 2022 with sufficient cash to continue
operations for 15 months; and (iii) complete fiscal year 2022 with sufficient cash to continue operations for 16 months, respectively.

 As
of December 31, 2022, 50% of the performance-based awards were forfeited since the Company did not achieve LCD reimbursement for VitaGraft.
The remaining 50% were eligible to vest on December 31, 2023, since the Company completed the LCD submission for DetermaCNI on December
16, 2022.

 NOTES

the year ended December 31, 2022, the Company accelerated the vesting of certain equity awards in accordance with the 2018 Incentive
Plan after the departure of officers of the Company and the adoption of the workforce reduction plan. Due to the acceleration of such
awards all associated unrecognized compensation was accelerated and recognized in full.

 As
of December 31, 2023, the remaining 2022 equity awards with performance-based or market-based conditions either vested or forfeited during
2023, accordingly no related RSUs are outstanding.

 Plan
Activity

 A
summary of Oncocyte's 2010 Plan and 2018 Incentive Plan activity and related information follows:

of Stock Option Activity

 Options

 RSUs

 Weighted

 Weighted Average

 Average Grant

 Available
for Grant

 Number

 Outstanding

 Exercise Price

 Number

 Outstanding

 Date Fair Value

 (In thousands, except weighted average amounts)

 $
 59.39

 $
 12.23

 RSUs vested

 n/a

 n/a

 n/a

 ( 13
)

 $
 7.97

 RSUs granted

 ( 9
)

 n/a

 n/a

 $
 4.00

 Options granted

 ( 355
)

 $
 5.50

 n/a

 n/a

 Options exercised

 n/a

 -

 $
 -

 n/a

 n/a

 Options forfeited/expired

 ( 281
)

 $
 57.90

 n/a

 n/a

 RSUs forfeited

 n/a

 n/a

 ( 1
)

 $
 19.40

 Performance RSUs forfeited

 n/a

 n/a

 ( 8
)

 $
 19.40

 Balance at December 31, 2023

 $
 24.56

 $
 4.00

 Weighted average remaining contractual life (years)

 8.30

 Options exercisable at December 31, 2023

 $
 56.34

 Weighted average remaining contractual life (years)

 6.05

 Stock-based compensation expense for the year

 $
 2,721

 $

 Unrecognized stock-based compensation expense

 $
 2,659

 $

 Weighted average remaining recognition period (years)

 2.07

 0.48

 The
aggregate intrinsic value of options outstanding and exercisable, respectively, was zero at December 31, 2023. During the year ended
December 31, 2023, the Company granted a total of 354,790 stock option awards with a weighted average grant date fair value of $ 4.13.
Included in the total were 234,790 time-based stock options granted to certain employees and board directors. During the year ended December
31, 2022, the Company granted stock option awards with a weighted average grant date fair value of $ 13.09. The assumptions used to calculate
the Black-Scholes grant date fair value of the time-based awards were as follows:

of Assumptions Used to Calculate Fair Value of Stock Options

 2023

 2022

 Expected life (in years)

 6.24

 6.01

 Risk-free interest rates

 3.99
 %

 2.43
 %

 Volatility

 107.05
 %

 106.74
 %

 Dividend yield

 %

 %

 In
August 2023, the Company awarded 120,000 stock option grants with market-based and time-based vesting conditions to certain executives.
The fair value of such awards was estimated using the Monte Carlo simulation model. Assumptions and estimates utilized in the model include
the risk-free interest rate, dividend yield, expected stock volatility and the estimated period to achievement of the performance and
market conditions, which are subject to the achievement of the market-based goals established by the Company and the continued employment
of the executives through December 31, 2025. These awards vest only to the extent that the market-based conditions are satisfied as specified
in the vesting conditions. The grant date fair value and associated compensation cost of the market-based awards reflect the probability
of the market condition being achieved, and the Company will recognize this compensation cost regardless of the actual achievement of
the market condition. Assumptions utilized in connection with the Monte Carlo valuation technique included: estimated risk-free interest
rate of 4.81 percent; term of 6.19 years; expected volatility of 91.0 percent; and expected dividend yield of 0 percent. The risk-free
interest rate was determined based on the yields available on U.S. Treasury zero-coupon issues. The expected stock price volatility was
determined using historical volatility. The expected dividend yield was based on expectations regarding dividend payments. Based on the
market-based conditions, the grant date fair values of these awards ranged from $ 1.09 to $ 1.74, amounting to a total fair value of approximately
$ 156,000.

 NOTES

 The
aggregate fair value of RSUs vested during the years ended December 31, 2023 and 2022, was $ 88,000 and $ 374,000, respectively. The weighted
average grant date fair value of RSUs granted during the years ended December 31, 2023 and 2022, was $ 4.00 and $ 16.22, respectively.

recorded stock-based compensation expense in the following categories on the accompanying consolidated statements of operations:

of Stock-based Compensation Expense

 2023

 2022

 2023

 2022

 Cost of revenues

 $

 $

 Research and development

 1,238

 Sales and marketing

 General and administrative

 1,249

 5,435

 Expense included in discontinued operations

 3,563

 Total

 $
 2,760

 $
 10,042

 Total
unrecognized stock-based compensation expense as of December 31, 2023 was $ 2.7 million.

 Other

 In
August 2023, the Company issued 9,091 restricted stock awards in connection with a consulting service arrangement for a total fair value
of $ 36,000.

 The
determination of stock-based compensation is inherently uncertain and subjective and involves the application of valuation models and
assumptions requiring the use of judgment. If Oncocyte had made different assumptions, its stock-based compensation expense and net loss
for the periods presented may have been significantly different. Refer to Note 2 for additional information.

does not recognize deferred income taxes for incentive stock option compensation expense and records a tax deduction only when a disqualified
disposition has occurred.

 10.
 Income Taxes

 In
2023, the Company incurred $ 24.9
 million of pretax book losses in the United States
and $ 12,000
 of net operating income internationally from
continuing operations. In 2022, the Company incurred $ 18.6
 million of pretax book losses in the United States
and $ 10,000
 of net operating income internationally from
continuing operations.

 A
deferred income tax benefit of zero was recorded for the years ended December 31, 2023 and 2022. Oncocyte has filed standalone U.S. federal
income tax returns since its inception and will file a consolidated return with its subsidiaries for the year ended December 31, 2023.

 Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.

 NOTES

 The
primary components of the deferred tax assets and liabilities were as follows:

of Components of Deferred Tax Assets and Liabilities

 2023

 2022 (1)

 2023

 2022 (1)

 Deferred tax assets:

 Net operating loss carryforwards and capital loss carryforwards

 $
 61,760

 $
 57,675

 Research and development credit carryforwards

 4,054

 3,680

 Marketable equity securities

 -

 Stock-based and other compensation

 2,368

 5,067

 Right-of-use liability

 Razor investment

 2,303

 -

 Capitalized R&D (2)

 6,026

 4,011

 Capital loss carryforward

 5,372

 -

 Other

 Total deferred tax assets

 82,647

 71,798

 Valuation allowance

 ( 67,314
)

 ( 54,408
)

 Deferred tax assets, net of valuation allowance

 15,333

 17,390

 Deferred tax liabilities:

 Right-of-use asset

 ( 453
)

 ( 580
)

 Intangibles and fixed assets

 ( 14,880
)

 ( 16,810
)

 Total deferred tax liabilities

 ( 15,333
)

 ( 17,390
)

 Net deferred taxes

 $
 -

 $
 -

 (1)

 The
 2022 net operating loss carryforwards and Razor investment lines have been updated
 to conform to the 2023 presentation.

 (2)

 Relates
 to research and development expenditures required to be capitalized as of December 31, 2023 and 2022.

taxes differed from the amounts computed by applying the applicable U.S. federal income tax rates indicated to pretax losses. A reconciliation
of the difference between the federal statutory tax rates and the Company's effective tax rates from continuing operations is as
follows:

of Income Tax Reconciliation

 2023

 2022 (1)

 Years Ended December 31,

 2023

 2022 (1)

 Computed tax benefit at federal statutory rate

 %

 %

 Permanent differences

 %

 - 8
 %

 State tax benefit

 %

 %

 Research and development credits

 %

 - 3
 %

 Change in fair value of contingent consideration

 %

 %

 Change in valuation allowance

 - 48
 %

 - 19
 %

 Goodwill impairment

 %

 - 21
 %

 Stock-based compensation

 - 11
 %

 - 3
 %

 Officers compensation

 %

 - 3
 %

 Razor investment

 %

 %

 Expiring tax attributes

 - 2
 %

 %

 Total

 %

 %

 (1)

 The
 2022 permanent differences, stock-based compensation and officers compensation lines have been updated to conform to the 2023 presentation.

 As
of December 31, 2023, Oncocyte had net operating loss ("NOL") carryforwards of approximately $ 243.4
 million for U.S. federal income tax purposes and $ 129.6 million for state income
tax purposes. Federal net operating losses generated on or prior to December 31, 2017 expire in varying amounts between 2024 and 2037,
while federal net operating losses generated after December 31, 2017 carryforward indefinitely. The state net operating losses expire
in varying amounts between 2024 and 2043.

 As
of December 31, 2023, Oncocyte has research and development credit carryforwards for federal and state purposes of $ 3.7 million and $ 2.6
million, respectively. The federal credits will expire between 2031 and 2043, while the state credits have no expiration.

 NOTES

 A
valuation allowance is provided when it is more-likely-than-not that some portion of the deferred tax assets will not be realized. Oncocyte
has established a full valuation allowance for all periods presented due to the uncertainty of realizing future tax benefits from its
net operating loss carryforwards and other deferred tax assets. The change in the valuation allowance was $ 12.9
 million and $ 17.2 million for the years ended December 31, 2023 and 2022, respectively.

has unrecognized tax benefits ("UTBs") totaling $ 2.3 million and $ 1.9 million as of December 31, 2023 and 2022, respectively,
which were netted against deferred tax assets subject to a valuation allowance. The UTBs had no effect on the effective tax rate and
there would be no cash tax impact for any period presented. Oncocyte recognizes interest and penalties related to UTBs, when they occur,
as a component of income tax expense. There were no interest or penalties recognized for the years ended December 31, 2023 and 2022.
Oncocyte's management does not expect its UTBs to change significantly over the next twelve months.

 A
reconciliation of the annual beginning and ending UTBs is as follows:

of Unrecognized Tax Benefit

 2023

 2022

 Years Ended December 31,

 2023

 2022

 Balance at the beginning of the year

 $
 1,921

 $
 1,390

 Additions based on tax positions related to current year

 Adjustments based on tax positions related to prior years

 -

 -

 Settlements

 -

 -

 Balance at end of year

 $
 2,296

 $
 1,921

 Other
Income Tax Matters

 Internal
Revenue Code Section 382 places a limitation ("Section 382 Limitation") on the amount of taxable income that can be offset
by NOL carryforwards after a change in control (generally greater than 50% change in ownership within a three-year period) of a loss
corporation. California has similar rules. Generally, after a change in control, a loss corporation cannot deduct NOL carryforwards in
excess of the Section 382 Limitation. Due to these "change in ownership" provisions, utilization of the NOL and tax credit
carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods. Oncocyte has
performed a 382 analysis as of December 31, 2023 and determined no significant ownership changes.

 In
general, Oncocyte is no longer subject to tax examination by the Internal Revenue Service or state taxing authorities for years before
2018. Although the federal and state statutes are closed for purposes of assessing additional income tax in those prior years, the taxing
authorities may still make adjustments to the NOL and credit carryforwards used in open years. Therefore, the tax statutes should be
considered open as it relates to the NOL and credit carryforwards used in open years. For tax years that remain open to examination,
potential examinations may include questioning of the timing and amount of deductions, the nexus of income among various tax jurisdictions
and compliance with the Internal Revenue Code or state tax laws.

 11.
 Related Party Transactions

 Financing
Transactions

 On
April 13, 2022, Oncocyte entered into the Securities Purchase Agreement with the Investors, including Broadwood and John Peter Gutfreund,
a former director of Oncocyte, for the Series A Preferred Stock offering. Each of Broadwood and Mr. Gutfreund has a direct material interest
in the Series A Preferred Stock offering and agreed to purchase 5,882.35 and 1,176.48 shares, respectively, in the Series A Preferred
Stock offering and on the same terms as other investors. Additionally, Halle Capital Management, L.P. received $ 85,000 from the Company
as reimbursement for its legal fees and expenses. Mr. Gutfreund is the Managing Partner of Halle Capital Management, L.P. See Note 8
for additional information about the Series A Preferred Stock offering.

 NOTES

 Further,
on April 13, 2022, Oncocyte entered into the Underwriting Agreement with the Underwriters for the Underwritten Offering. Pursuant to
the Underwritten Offering, Broadwood acquired from us (i) 261,032 shares of common stock, and (ii) 300,187 April 2022 Warrants to purchase
up to 150,093 shares of common stock at an exercise price of $ 30.60 per share. However, the total number of shares of common stock that
Broadwood purchased in the Underwritten Offering was 300,187, of which 39,154 existing shares were acquired by the underwriters in the
open market and re-sold to Broadwood. Pura Vida acquired from us (i) 249,204 shares of common stock, and (ii) 286,585 April 2022 Warrants
to purchase up to 143,292 shares of common stock. However, the total number of shares of common stock that Pura Vida purchased in the
Underwritten Offering was 286,585, of which 37,380 existing shares were acquired by the underwriters in the open market and re-sold to
Pura Vida. Halle Special Situations Fund LLC purchased from us (i) 309,976 shares of common stock, and (ii) 356,472 2022 Warrants to
purchase up to 178,236 shares of common stock. Mr. Gutfreund is the investment manager and a control person of Halle Capital Partners
GP LLC, the managing member of Halle Special Situations Fund LLC. However, the total number of shares of common stock that Halle Special
Situations Fund LLC purchased in the Underwritten was 356,472, of which 46,496 existing shares were acquired by the underwriters in the
open market and re-sold to Halle Special Situations Fund LLC. See Note 8 for additional information about the Underwritten Offering.

 On
April 3, 2023, Oncocyte entered into a securities purchase agreement with certain investors, including Broadwood, Pura Vida and entities
affiliated with AWM, and certain individuals, including our Chairman Andrew Arno and former director John Peter Gutfreund (and certain
of their affiliated parties), which provided for the sale and issuance by the Company of an aggregate of 2,274,709
 shares of common stock at an offering price of:
 (i)
$6.03 to investors who are not considered to be "insiders" of the Company pursuant to Nasdaq Listing Rules ("Insiders"),
which amount reflected the average closing price of the Common Stock on Nasdaq during the five trading day period immediately prior to
pricing, and (ii) $7.08 to Insiders, which amount reflected the final closing price of the Common Stock on Nasdaq on the last trading
day immediately prior to pricing. Broadwood purchased
 1,341,381
 shares of common stock for $ 8,093,361.84,
Pura Vida purchased 33,150
 shares of common stock for $ 200,013.84
 and entities affiliated with AWM purchased 472,354
 shares of common stock for $ 2,849,999.92.
Mr. Arno and his affiliated parties purchased 21,162
 shares of common stock for $ 150,000.51,
and Mr. Gutfreund and his affiliated parties purchased 85,250
 for $ 604,252.00.

 On
April 5, 2023, Oncocyte redeemed all of the 588.23529 shares of Series A Preferred Stock held by Mr. Gutfreund for $ 618,672.34. Mr. Gutfreund
is no longer a related party as of June 23, 2023.

 On April 11, 2024, the Company entered
into a private placement securities purchase agreement with certain accredited investors. The gross proceeds to the Company from the
private placement are expected to be approximately $ 15.8
 million. See Note 14, "Subsequent Events" for additional information.

 Other Transactions

 The
Company previously employed the son of Andrew Arno, Chairman of the Board as its Senior Manager, Investor Relations, Corporate Planning
& Development. The total compensation paid by the Company to Mr. Arno's son since January 1, 2022 is approximately $ 200,000.
Mr. Arno's son is no longer an employee of the Company as of July 28, 2023.

 During the year ended December 31, 2023, Oncocyte
purchased $ 581,000 in laboratory equipment and incurred $ 375,000 in laboratory related expenses from Bio-Rad Laboratories, Inc. ("Bio-Rad").
As of December 31, 2023, Oncocyte's accounts payable due to Bio-Rad was $ 206,000. Andrew Last, a Board member of Oncocyte, is the
Executive Vice President and Chief Operating Officer of Bio-Rad.

 On April 5, 2024, the Company entered into an agreement
with Bio-Rad to collaborate in the development and the commercialization of research use only and in vitro diagnostics kitted transplant
products. See Note 14, "Subsequent Events" for additional information.

 12.
 Co-Development Agreement with Life Technologies Corporation

 On
January 13, 2022, Oncocyte entered into a Collaboration Agreement (the "LTC Agreement") with Life Technologies Corporation,
a Delaware corporation and subsidiary of Thermo Fisher Scientific ("LTC"), in order to partner in the development and collaborate
in the commercialization of Thermo Fisher Scientific's existing Oncomine Comprehensive Assay Plus and Oncocyte's DetermaIO
assay for use with LTC's Ion Torrent TM Genexus TM Integrated Sequencer and LTC's Ion Torrent TM
 Genexus TM Purification System in order to obtain in vitro diagnostic regulatory approval. On February 7, 2023,
Oncocyte entered into a Termination Agreement with LTC, pursuant to which the parties terminated the LTC Agreement. As of the termination
date, Oncocyte was responsible for reimbursing LTC for $ 749,000 of certain development costs under the terms of the LTC Agreement, which
have been fully paid.

 13.
 Discontinued Operations of Razor

 On
December 15, 2022, the Company entered into the Razor Stock Purchase Agreement with Dragon and Razor. Pursuant to the Razor Stock Purchase
Agreement, Oncocyte agreed to sell, and Dragon agreed to purchase, 3,188,181 shares of common stock of Razor, which constitutes approximately
 70 % of the issued and outstanding equity interests of Razor on a fully-diluted basis. On February 16, 2023, Oncocyte completed the Razor
Sale Transaction. In connection with the Razor Closing, Oncocyte transferred to Razor all of the assets and liabilities related to DetermaRx.
Refer to additional Razor information in Note 1 and Note 2, "Assets Held for Sale and Discontinued Operations."

 NOTES

 In
addition to the transfer of 70 % of the equity interests of Razor, the Razor Stock Purchase Agreement provided that Dragon would purchase
furniture, fixtures, and equipment from the Company for a cash consideration of approximately $ 116,000. Upon the Razor Closing, the Company
deconsolidated the assets and liabilities of Razor as control of Razor has transferred to Dragon.

 The
Company recorded the final adjustment related to the disposal, including final working capital adjustments, and recognized an impairment
loss of $ 1.3 million during the first quarter of 2023. Including the impairment losses we recognized as of December 31, 2022 related
to this transaction, we recorded an overall impairment loss of $ 27.2 million.

 The
operating results for Razor have been recorded in discontinued operations of the accompanying consolidated statements of operations for
all periods presented, and we have reclassified their assets and liabilities as discontinued operations in the accompanying balance sheets.
We have retrospectively adjusted the amounts reported for the year ended December 31, 2022 in the following tables to give effect to
such reporting of discontinued operations. For the year ended December 31, 2023, discontinued operations reflect operating results of
Razor up to the closing of the sale.

 The
Company's consolidated balance sheets and consolidated statements of operations report discontinued operations separate from continuing
operations. Our consolidated statements of comprehensive loss, statements of shareholders' equity and statements of cash flows
combined continuing and discontinued operations. A summary of financial information related to the Company's discontinued operations
is as follows.

 The
following table represents the results of the discontinued operations of Razor:

of Discontinued Operations

 2023

 2022

 2023

 2022

 Net revenue

 $

 $
 4,673

 Cost of revenues

 7,930

 Research and development

 12,136

 Sales and marketing

 12,462

 General and administrative

 Loss from impairment of held for sale assets

 1,311

 25,866

 Net loss from discontinued operations

 $
 ( 2,926
)

 $
 ( 54,290
)

 NOTES

 The
following table represents the carrying amounts of the assets and liabilities of the discontinued operations of Razor:

of Assets and Liabilities Discontinued Operations

 2023

 2022

 2023

 2022

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 $
 -

 $
 1,510

 Prepaid expenses and other current assets

 -

 Machinery and equipment, net, and construction in progress

 -

 Intangible assets, net

 -

 25,920

 Impairment of held for sale assets

 -

 ( 25,866
)

 TOTAL ASSETS

 $
 -

 $
 2,121

 LIABILITIES AND SHAREHOLDERS' EQUITY

 Accounts payable

 $

 $

 Accrued compensation

 -

 Accrued expenses and other current liabilities

 -

 1,265

 Total current liabilities

 2,005

 TOTAL LIABILITIES

 $

 $
 2,005

 The
following table summarizes cash used related to the discontinued operations of Razor:

 2023

 2022

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net cash used in operating activities

 $
 ( 4,357
)

 $
 ( 20,790
)

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Net cash used in investing activities

 $
 ( 1,372
)

 $
 ( 91
)

 14.
 Subsequent Events

 Collaboration
Agreement

 On
April 5, 2024, the Company entered into a Collaboration Agreement with Bio-Rad to collaborate
in the development and the commercialization of research use only and in vitro diagnostics kitted transplant products using Bio-Rad's
ddPCR instruments and reagents (the "Collaboration Agreement"). The Collaboration Agreement has a term of 10
 years unless earlier terminated pursuant to customary
termination provisions.

 The
Collaboration Agreement provides that through the oversight of a joint steering committee comprised of representatives from both
parties, the parties will collaborate on the development of (i) the Company's series of GraftAssure Transplant
Monitoring Assays to measure and test the concentration of donor-derived cell free DNA for research use only (the "RUO
Assays"); and (ii) the Company's VitaGraft
Transplant Monitoring Assays that have received regulatory approval as an in vitro diagnostic device (the "IVD Kits")
for exclusive use on one or more Bio-Rad ddPCR instruments. Pursuant to the Collaboration Agreement, and toward the development of the RUO Assays and the IVD Kits, the Company
will collect and screen samples, conduct feasibility testing and stability studies, and perform analytical validation, among other
things; and Bio-Rad will supply its ddPCR instruments and platforms as well as manufacture and supply all consumables.

 NOTES

 Prior
to the commercial launch of the RUO Assays, under the Collaboration Agreement, the parties will develop a plan to market and sell the
RUO Assays. The Company will be responsible for the manufacture and supply of all RUO Assays, and Bio-Rad will supply to the Company
Bio-Rad's ddPCR instruments and reagents for use in commercializing the RUO Assays, which products will be purchased by the Company
exclusively from Bio-Rad. The Company and Bio-Rad will be jointly responsible for co-promoting and co-marketing the RUO Assays within
the United States and Germany (the "Territory"). The Company has the exclusive right to sell the RUO Assays in the Territory
exclusively with the use of Bio-Rad ddPCR instruments and reagents. Bio-Rad will be responsible for promoting and marketing, and has
the exclusive right to sell, the RUO Assays outside the Territory. For the sales of the RUO Assays in the Territory, the Company will
pay to Bio-Rad a single digit royalty payment based on net sales. The Company will manufacture and supply the RUO Assays to Bio-Rad for
resale outside the Territory.

 Additionally, the Collaboration Agreement provides
Bio-Rad an option for the exclusive right to promote, market and sell IVD Kits worldwide subject to certain conditions. If and when such
option is exercised, Bio-Rad will purchase additional shares of the Company's common
stock, no par value per share ("Common Stock"), at the then-current market price per share, up to a specified maximum aggregate
purchase price, and the Company will manufacture and supply IVD Kits exclusively for Bio-Rad.

 Securities
Purchase Agreement

 On
April 11, 2024, the Company entered into a securities purchase agreement (the "Purchase Agreement") with certain
accredited investors (collectively, the "Purchasers") for the issuance and sale in a private placement (the
"Private Placement") of an aggregate of 5,076,900 shares
(the "Common Shares") of Common Stock and pre-funded warrants ("Pre-Funded Warrants") to purchase up to 342,888 shares
of Common Stock, with an exercise price of $ 0.0001 per
share. The purchase price for one Common Share was $ 2.9164,
and the purchase price for one Pre-Funded Warrant was $ 2.9163.
Certain insiders of the Company subscribed for 42,373 of the shares of Common Stock sold in the Private Placement, at a purchase
price of $ 2.95 per share of Common Stock. The closing of the Private Placement occurred on April 15, 2024. The Purchase Agreement contains customary representations, warranties
and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Purchasers,
including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination
provisions.

 A
holder of the Pre-Funded Warrants may not exercise any portion of such holder's Pre-Funded Warrants to the extent that the holder,
together with its affiliates, would beneficially own more than 4.99 % (or, at the election of the holder, 9.99%) of the Company's
outstanding shares of Common Stock immediately after exercise, except that upon at least 61 days' prior notice from the holder
to the Company, the holder may increase the beneficial ownership limitation to up to 9.99 % of the number of shares of Common Stock outstanding
immediately after giving effect to the exercise.

 In
connection with the Private Placement, the Company entered into a registration rights agreement (the "Registration Rights Agreement"),
dated as of April 11, 2024, with the Purchasers, pursuant to which the Company agreed to prepare and file a registration statement with
the SEC registering the resale of the Common Shares and the shares of Common Stock
underlying the Pre-Funded Warrants no later than 30 days after the date of the Registration Rights Agreement, and to use best efforts
to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 60 days following
the date of the Registration Rights Agreement (or 75 days following the date of the Registration Rights Agreement in the event of a "full
review" by the SEC).

 The
gross proceeds to the Company from the Private Placement were approximately $ 15.8 million,
before deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to
use the net proceeds received from the Private Placement for general corporate purposes and working capital. In addition,
approximately $ 5.4
million of the proceeds from the Private Placement was used to redeem the outstanding shares of the Company's Series A
Redeemable Convertible Preferred Stock, no par value per share (See Note 8).

 Needham
& Company, LLC served as the Company's exclusive placement agent in connection with the Private Placement.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 The
Audit Committee, as a matter of good governance, invited several registered public accounting firms to participate in an evaluation process
to consider a potential audit firm rotation. As a result of this process, the Audit Committee approved the engagement of Marcum LLP ("Marcum")
as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023.

 The
Company dismissed WithumSmith+Brown, PC ("Withum") as independent registered public accounting firm of the Company on September
29, 2023. Withum's report on the Company's consolidated financial statements as of and for the fiscal years ended December
31, 2021 and December 31, 2022, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.

the fiscal years ended December 31, 2021 and December 31, 2022, and the subsequent interim period through June 30, 2023, there were (i)
no "disagreements" as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and Withum on any
matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Withum, would have caused Withum to make reference to the subject matter of the disagreement in their
reports on the financial statements for such years, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v)
of Regulation S-K, except for the material weaknesses related to the failure to design and maintain effective controls to address the
initial application of complex accounting standards and accounting treatment of non-routine, unusual or complex events and transactions,
which material weakness was remediated prior to June 30, 2023, as reported in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2023.

 The
Company requested that Withum furnish a letter addressed to the SEC stating whether or not it agrees with
the statements made herein. Withum's letter dated October 5, 2023 has been incorporated herein by reference in Item 15 below.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 It
is management's responsibility to establish and maintain adequate internal control over all financial reporting pursuant to Rule
13a-15 under the Exchange Act. Our management, including our principal executive officer and our principal financial officer, have reviewed
and evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023. Following this review and evaluation,
 management collectively determined that our disclosure controls and procedures are effective to ensure that information required
to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within
the time periods specified in SEC rules and forms; and (ii) is accumulated and communicated to management, including our principal executive
officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting, as defined in Exchange Act Rule 13a-15(f), is a process designed by, or under the supervision of, our principal
executive officer, our principal operations officer, and our principal financial officer, and effected by our Board of Directors, management,
and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures
that:

 Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 Provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations
 of our management and directors; and

 Provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
 could have a material effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation.

 Our
management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023 based
on the criteria set forth in the Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission. Based on the assessment, our management has concluded that our internal control over financial reporting was
effective as of December 31, 2023.

 Exemption
from Attestation Report of Independent Registered Public Accounting Firm

 This
Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to
the rules of the SEC that permit us to provide only Management's Annual Report because we are a non-accelerated filer.

in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2023 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information

 (a)
 None.

 (b)
 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Not

 PART
III

 Item
10. Directors, Executive Officers, and Corporate Governance

 The
information required by this item will be contained in our definitive Proxy Statement or an amendment to this Report,
which will be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference.

 We
have a written Code of Business Conduct and Ethics ("Code of Ethics") that applies to our principal executive officer, our
principal financial officer and principal accounting officer, our other executive officers, our other employees, and our directors. The
purpose of the Code of Ethics is to deter wrongdoing and to promote (i) honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely, and understandable
disclosure in reports and documents that we file with or submit to the SEC and in our other public communications; (iii) compliance with
applicable governmental rules and regulations; (iv) prompt internal reporting of violations of the Code of Ethics to an appropriate person
or persons identified in the Code; and (v) accountability for adherence to the Code. A copy of our Code of Ethics has been posted on
our internet website and can be found at www.oncocyte.com. If we amend or waive a provision of our Code of Ethics that
applies to our chief executive officer or chief financial officer, we will post the amended Code of Ethics or information about the waiver
on our internet website.

about our compliance with Section 16(a) of the Securities Exchange Act of 1934 reported under the caption "Delinquent Section
16(a) Reports" in our definitive Proxy Statement or an amendment to this Report, which will be filed with the SEC within
120 days after December 31, 2023, and is incorporated herein by reference.

 Item
11. Executive Compensation

about compensation of our executive officers reported under the caption "Executive Compensation," and information about
compensation of directors reported under the caption "Director Compensation," in our definitive Proxy Statement or an amendment to this Report, which will be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by
reference.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
information required by this item will be contained in our definitive Proxy Statement or an amendment to this Report,
which will be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 The
information required by this item will be contained in our definitive Proxy Statement or an amendment to this Report,
which will be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference.

 Item
14. Principal Accountant Fees and Services

 The
information required by this item will be contained in our definitive Proxy Statement or an amendment to this Report,
which will be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference.

 PART
IV

 Item
15. Exhibits and Financial Statement Schedules

 (a)(1)

 Financial
 Statements.

 The
 following consolidated financial statements of Oncocyte are filed in Item 8 of this Report:

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Comprehensive Loss

 Consolidated Statements of Series A Redeemable Convertible Preferred Stock and Shareholders' Equity

 Consolidated Statements of Cash Flows

 (a)(2)

 Financial Statement Schedules.

 Financial
statement schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or the
Notes thereto.

 (a)(3)

 Exhibits.

 Refer
to Item 15(b) below.

 (b)

 Exhibits. The following exhibits are either filed herewith
or incorporated herein by reference:

 Exhibit

 Numbers

 Exhibit
 Description

 2.1

 Agreement and Plan of Merger, dated January 10, 2020, by and among Oncocyte Corporation, Cancer DX Sub, Inc., Insight Genetics, Inc., the Shareholders who became a Party to the Merger Agreement and the Equityholder Representative. (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2020)

 2.2

 Agreement and Plan of Merger dated February 2, 2021, amended February 23, 2021, and amended and restated as of April 15, 2021, by and among Oncocyte Corporation, CNI Monitor Sub, Inc., Chronix Biomedical, Inc., the Stockholders who became a party to the Merger Agreement and the Equityholder Representative (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2021)

 2.3

 Amendment No. 1 to Amended and Restated Agreement and Plan of Merger dated February 8, 2023, by and between Oncocyte Corporation and David MacKenzie, solely in his capacity as Equityholder Representative (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2023)

 2.4

 Stock Purchase Agreement, dated December 15, 2022, by and among Dragon Scientific, LLC, Oncocyte Corporation and Razor Genomics Inc. (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2022)

 2.5

 First Amendment to Stock Purchase Agreement, dated December 15, 2022, by and among Dragon Scientific, LLC, Oncocyte Corporation and Razor Genomics Inc. (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2023)

 2.6

 Second Amendment to Stock Purchase Agreement, dated February 16, 2023, by and among Dragon Scientific, LLC, Oncocyte Corporation and Razor Genomics Inc. (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 23, 2023)

 3.1

 Articles of Incorporation with all amendments (Incorporated by reference to Oncocyte Corporation's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 14, 2021)

 3.2

 Certificate of Amendment of Articles of Incorporation of Oncocyte Corporation, as filed with the Secretary of State of the State of California on July 24, 2023 (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 24, 2023)

 3.3

 Certificate of Determination of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2022)

 3.4

 Second Amended and Restated By-Laws (Incorporated by reference to Oncocyte Corporation's Quarterly Report on Form 8-K filed with the Securities and Exchange Commission on November 9, 2022)

 4.1

 Specimen of Common Stock Certificate (Incorporated by reference to Oncocyte Corporation's Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)

 4.2

 Form of August 2016 Warrant (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2016)

 4.3

 Form of 2017 Warrant, Exercise Price $3.25 (Incorporated by reference to Oncocyte Corporation's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2017)

 4.4

 Form of 2017 Warrant, Exercise Price $5.50 (Incorporated by reference to Oncocyte Corporation's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2017)

 4.5

 Silicon Valley Bank Warrant (Incorporated by reference to Oncocyte Corporation's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2017)

 4.6

 Form of July 2017 Warrant, Exercise Price $5.50; five-year term (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2017)

 4.7

 Form of July 2017 Warrant, Exercise Price $3.25, five-year term (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2017)

 4.8

 Form of July 2018 Warrant (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2018)

 4.9

 Warrant to Purchase Shares of Common Stock, dated August 1, 2019 (Incorporated by reference to Oncocyte Corporation's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2019)

 4.10

 Warrant to Purchase Common Stock, dated October 17, 2019, between Oncocyte Corporation and Silicon Valley Bank (Incorporated by Reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2019)

 4.11

 Form of Common Stock Warrant (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 19, 2022)

 4.12

 Form of Pre-Funded Warrant (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2024)

 4. 13 *

 Description of Securities

 10.1#

 2010 Stock Option Plan (Incorporated by reference to Oncocyte Corporation's Form 10 12(g) filed with the Securities and Exchange Commission on October 7, 2015)

 10.2#

 2017 Amendment to 2010 Stock Option Plan (Incorporated by reference to Registration Statement on Form S-8, File Number 333-219109 filed with the Securities and Exchange Commission on June 30, 2017)

 10.3#

 Form of Stock Option Agreement (Incorporated by reference to Oncocyte Corporation's Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)

 10.4#

 Form of Incentive Stock Option Agreement (Incorporated by reference to Oncocyte Corporation's Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)

 10.5#

 2018 Equity Incentive Plan (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2018)

 10.6#

 Amendment to 2018 Equity Incentive Plan (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2021)

 10.7#

 Amendment to 2018 Equity Incentive Plan (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2019)

 10.8#

 Amendment to 2018 Equity Incentive Plan (Incorporated by reference to Oncocyte Corporation's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 10, 2023)

 10.9#

 Form of 2018 Equity Incentive Plan Employee Stock Option Agreement (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2018)

 10.10#

 Form of 2018 Equity Incentive Plan Non-Employee Director Stock Option Agreement (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2018)

 10.11#

 Form of 2018 Equity Incentive Plan Restricted Stock Unit Agreement (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 29, 2018)

 10.12#

 Oncocyte Corporation Change in Control and Severance Plan (Incorporated by Reference to Annual Report on Form 10-K Filed with the Securities and Exchange Commission on March 26, 2020)

 10.13#

 Form of Change in Control and Severance Agreement (Incorporated by Reference to Annual Report on Form 10-K Filed with the Securities and Exchange Commission on March 26, 2020)

 10.14#

 Amended and Restated Employment Agreement, dated June 6, 2023, by and between Oncocyte Corporation and Joshua Riggs (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2023)

 10.15#

 Amendment to Amended and Restated Employment Agreement, dated July 13, 2023, by and between Oncocyte Corporation and Joshua Riggs (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2023)

 10.16

 Registration Rights Agreement dated October 15, 2009 (Incorporated by reference to Oncocyte Corporation's Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)

 10.17

 Amendment of Registration Rights Agreement, dated August 23, 2011 (Incorporated by reference to Oncocyte Corporation's Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)

 10.18

 Second Amendment of Registration Rights Agreement, dated May 8, 2015 (Incorporated by reference to Oncocyte Corporation's Form 10 12(b) filed with the Securities and Exchange Commission on November 23, 2015)

 10.19

 Third Amendment to Registration Rights Agreement, dated November 16, 2015 (Incorporated by reference to Oncocyte Corporation's Form 10 12(b) A-1 filed with the Securities and Exchange Commission on December 29, 2015)

 10.20

 Form of Alternate Warrant Exercise Agreement, dated February 17, 2017 (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2017)

 10.21

 Form of July 2017 Warrant Exercise Agreement, dated July 21, 2017 (July 2017 Warrant for 100% of shares received on exercise of Original Warrant, at $5.50 exercise price with five-year term) (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2017)

 10.22

 Form of July 2017 Warrant Exercise Agreement, dated July 21, 2017 (July 2017 Warrant for 50% of shares received on exercise of Original Warrant, at $3.25 exercise price with five-year term) (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 26, 2017)

 10.23

 Loan and Security Agreement, dated February 21, 2017, by and between Oncocyte Corporation and Silicon Valley Bank (Incorporated by reference to Oncocyte Corporation's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2017)

 10.24

 First Amendment to Loan and Security Agreement, dated October 17, 2019, between Oncocyte Corporation and Silicon Valley Bank (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2019)

 10.25

 Loan Deferral Agreement, dated April 2, 2020, by and between Oncocyte Corporation and Silicon Valley Bank (Incorporated by Reference to Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2020)

 10.26

 Office Lease Agreement, dated December 23, 2019, as amended between Oncocyte Corporation and Cushing Ventures, LLC (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2019)

 10.27

 Sublease Agreement, dated August 8, 2023, by and between Oncocyte Corporation and Induce Biologics USA, Inc. (Incorporated by reference to Oncocyte Corporation's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023)

 10.28*

 Lease Agreement for Suite 103, dated January 1, 2024, between Insight Genetics, Inc. and MPC Holdings, LLC

 10.29*

 Lease Agreement for Suite 410, dated January 1, 2024, between Insight Genetics, Inc. and MPC Holdings, LLC

 10.30*

 Lease Agreement for Suite 510, dated January 1, 2024, between Insight Genetics, Inc. and MPC Holdings, LLC

 10.31

 Form of Subscription Agreement between Oncocyte Corporation and Certain Investors (Incorporated by Reference to Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2020)

 10.32

 Subscription Agreements, dated January 20, 2021, between Oncocyte Corporation and the Investors Named Therein (Incorporated by Reference to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2021)

 10.33

 Form of Securities Purchase Agreement dated April 13, 2022, by and among Oncocyte Corporation and certain investors (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 13, 2022)

 10.34

 Securities Purchase Agreement, dated April 3, 2023, by and among Oncocyte Corporation and each purchaser identified on the signatures pages thereto (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 6, 2023)

 10.35

 Securities Purchase Agreement, dated April 11, 2024, by and among the Company and the investors signatory thereto (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2024)

 10.36

 Registration Rights Agreement, dated April 11, 2024, by and among the Company and the investors signatory thereto (Incorporated by reference to Oncocyte Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2024)

 16.1

 Letter of WithumSmith+Brown, PC, dated October 5, 2023 (Incorporated by Reference to Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2023)

 Subsidiaries (Incorporated by reference to Oncocyte Corporation's Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 12, 2023)

 23.1*

 Consent of Marcum LLP

 23.2*

 Consent of Withum Smith+Brown, PC

 31.1*

 Certification of the Principal Executive Officer of Oncocyte Corporation pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Rule 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of the Principal Financial Officer of Oncocyte Corporation pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Rule 302 of the Sarbanes-Oxley Act of 2002

 32.1**

 Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1*

 Oncocyte Corporation Clawback Policy

 101*

 Interactive
 Data Files. The following financial statements from the Company's Report for the years ended December 31, 2023 and 2022, formatted
 (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Series A Redeemable Convertible Preferred Stock
 and Shareholders' Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged
 as blocks of text and including detailed tags.

 104*

 Cover

 *Filed
herewith

 **The
certifications attached as Exhibit 32.1 that accompany this Report are not deemed filed with the SEC and are not to be incorporated by
reference into any filing of Oncocyte under the Securities Act, or the Securities Exchange Act, whether made before or after the date
of this Report, regardless of any general incorporation language contained in any filing.

 #
The referenced exhibit is a management contract, compensatory plan or arrangement.

Portions of this exhibit have been omitted because the omitted information is (i) not material and (ii) is the type that the registrant
treats as private or confidential.

 (c)

 Other financial statement schedules.

 Not

 Item
16. Form 10-K Summary

 Not

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 By:

 /s/
 Josh Riggs

 Josh
 Riggs

 President
 and Chief Executive Officer

 (Principal
 Executive Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Josh Riggs

 President
 and Chief Executive Officer and Director

 April

 JOSH
 RIGGS

 (Principal
 Executive Officer)

 /s/
 James Liu

 Controller,
 Principal Accounting Officer and interim

 April

 JAMES
 LIU

 Principal
 Financial Officer

 (Principal
 Financial Officer)

 /s/
 Andrew Arno

 Director

 April

 ANDREW
 ARNO

 /s/
 Alfred D. Kingsley

 Director

 April

 ALFRED
 D. KINGSLEY

 /s/
 Andrew J. Last

 Director

 April

 ANDREW
 J. LAST

 /s/
 Louis E. Silverman

 Director

 April

 LOUIS
 E. SILVERMAN