From Co. Filing:
|Re:||Registration Statement on Form S-3 Pursuant to Rule 462(b)|
We have acted as counsel to OncoCyte Corporation (the “Company”), and we are providing you with the following opinion, in connection with the filing of a Registration Statement on Form S-3 (the “Registration Statement”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), to register the offer and sale of up to $1,500,000 of common stock, no par value, of the Company (the “Shares”) under the Securities Act. The Company previously registered the offering, issuance and sale of securities up to $100,000,000 under a Registration Statement on Form S-3 (File No. 333-231980), which was declared effective on June 18, 2019 (the “Related Registration Statement”). The Registration Statement is being filed to register an additional amount of common stock having a proposed maximum aggregate offering price representing not more than 20% of the maximum aggregate offering price of securities that remain available for issuance under the Related Registration Statement. The content of the Related Registration Statement, including all exhibits thereto and all information incorporated by reference therein, is incorporated by reference into the Registration Statement.
The Shares will be offered and sold pursuant to a prospectus dated June 18, 2019 (the “Prospectus”) and a prospectus supplement (the “Prospectus Supplement”).
For purposes of rendering the opinion expressed below we have made such investigation of law as we have deemed appropriate, and we have examined (a) the Articles of Incorporation, as amended, and Amended and Restated Bylaws of the Company, each as amended to date and as previously filed with the Securities and Exchange Commission, (b) the Prospectus, (c) the Prospectus Supplement, (d) a certificate from the office of the California Secretary State as to the good standing of the Company as a California corporation, and (e) such other documents as we deemed appropriate. As to questions of fact material to this opinion, we have relied upon certain representations of certain officers of the Company, including a certificate of an officer of the Company with respect to certain proceedings of the Board of Directors and a committee of the Board of Directors of the Company authorizing the offer and sale of the Shares.