may terminate the License Agreement, with or without cause, upon the passage of a specified period of time after giving Wistar
written notice of termination.
will 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 others. 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. OncoCyte is not aware of any claims likely to have a material adverse effect on its financial condition or results
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 financial statements.
has entered into employment 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 involuntary terminations.
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.
The term of these indemnification agreements will generally continue in effect after the termination or expiration of the particular
research, development, services, or license agreement to which they relate. 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, 2017 and
March 28, 2018, OncoCyte entered into a securities purchase agreement with two accredited investors. The agreement provides for
the private placement of 7,936,508 shares of OncoCyte’s common stock for $1.26 per share, for total gross proceeds of $10.0
million before deducting offering expenses. Of this amount, OncoCyte has received $8.0 million in gross proceeds from the sale
of 6,349,206 shares of common stock, and one of the investors irrevocably committed in the agreement to pay to OncoCyte an additional
$2.0 million on or prior to April 30, 2018 for the purchase of an additional 1,587,302 shares of common stock. The agreement contains
certain registration rights. The investors are existing security holders of OncoCyte, including Broadwood Partners, L.P., which
beneficially owns more than 5% of OncoCyte’s outstanding common stock.