 |
15 Cushing Road Irvine, CA 92618
+844.ONCOCYTE +844.662.6298 +949.409.7600
customer.service@oncocyte.com oncocyte.com |
June 4, 2021
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| RE: | OncoCyte Corporation | |
| Registration Statement on Form S-3 | ||
| File No. 333-256650 |
Ladies/Gentlemen:
The undersigned registrant, OncoCyte Corporation (the “Company”), hereby requests that its Registration Statement on Form S-3, File No. 333-256650, be declared effective at 9:30 a.m. on Tuesday, June 8, 2021, or as soon thereafter as practicable.
The registrant acknowledges that:
| ● | should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; | |
| ● | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and | |
| ● | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Sincerely, | ||
| OncoCyte Corporation | ||
| By: | /s/ Li Yu | |
| Vice President, Controller | ||