UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 23, 2023

Oncocyte Corporation

(Exact name of registrant as specified in its charter)

15 Cushing

Irvine, California 92618

(Address of principal executive offices, Zip Code)

(949) 409-7600

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

General

On June 23, 2023, Oncocyte Corporation (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) virtually via live webcast at https://web.lumiagm.com/259974801. Present at the Annual Meeting virtually or by proxy were holders of 127,773,283 shares of common stock of the Company, which represented 77.62% of the voting power of all shares of common stock of the Company as of April 24, 2023, the record date for the Meeting.

Proposals

The shareholders of the Company voted on the following proposals at the Annual Meeting, as more fully described in the definitive proxy statement on Schedule 14A relating to the Annual Meeting, which was originally filed with the SEC on May 19, 2023, and subsequently amended and restated by the amendment to the definitive proxy statement on Schedule 14A filed with the SEC on May 22, 2023 (as amended, the “Proxy Statement”):

Voting Results

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

1. Election of Directors

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 2024 and until his or her successor is duly elected and qualified.

2. Ratification of Independent Registered Public Accounting Firm

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, 2023.

3. Advisory Vote to Approve Named Executive Officer Compensation

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 2022.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.