OCX OncoCyte Corporation

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

General

On July 15, 2022, Oncocyte Corporation (the “Company”) held its annual meeting of shareholders (the “Meeting”) at the Company’s principal offices at 15 Cushing, Irvine, California 92618 and virtually via live webcast at https://web.lumiagm.com/259974801. Present at the Meeting in person, virtually, or by proxy were holders of 94,580,537 shares of common stock of the Company, which represented 79.81% of the voting power of all shares of common stock of the Company as of May 16, 2022, the record date for the Meeting.

Proposals

The shareholders of the Company voted on the following proposals at the Meeting, as more fully described in the definitive proxy statement on Schedule 14A relating to the Meeting, which was filed with the SEC on June 8, 2022 (the “Proxy Statement”):

1. To elect six (6) directors to hold office until the annual meeting of shareholders to be held in 2023 and until their respective successors are duly elected and qualified. The nominees of the Board of Directors are: Ronald Andrews, Jr., Andrew Arno, Jennifer Levin Carter, Melinda Griffith, Alfred D. Kingsley and Andrew J. Last;

2. To ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2022;

3. To approve, on an advisory basis, the Company’s named executive officer compensation in fiscal 2021;

4. To approve, on an advisory basis, the frequency of future advisory votes on executive compensation;

5. To approve an amendment to the Company’s 2018 Equity Incentive Plan (the “Incentive Plan”) to eliminate “fungible share counting” in order to provide that any shares of common stock granted in connection with any awards will be counted against the number of shares available for the grant of awards under the Incentive Plan as one share for every award; and

6. To approve, for purposes of complying with the Nasdaq Listing Rules, the issuance of shares of the Company’s common stock underlying securities issued by the Company to Broadwood in connection with the Company’s recent Preferred Stock Offer and Underwritten Offer, in an amount equal to 20% or more of the Company’s common stock outstanding.

Voting Results

The final voting results for each of these proposals at the Meeting are detailed below.

Based on the votes set forth above, each director nominee was duly elected to serve until the annual meeting of shareholders to be held in 2023 and until his or her successor is duly elected and qualified.

Based on the votes set forth above, the shareholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2022.

Based on the votes set forth above, the shareholders approved, on a non-binding advisory basis, the Company’s named executive officer compensation for fiscal year 2021.

Based on the votes set forth above, the shareholders voted to hold the advisory vote on executive compensation every year.

Based on the votes set forth above, the shareholders approved an amendment to the Incentive Plan to eliminate “fungible share counting” as described in the Proxy Statement.

Based on the votes set forth above, the shareholders approved the issuance of shares of the Company’s common stock underlying securities issued in connection with the Company’s recent Preferred Stock Offer and Underwritten Offer as described in the Proxy Statement.