| Item 1. | |
| (a) | Name of issuer:
OncoCyte Corp |
| (b) | Address of issuer's principal executive offices:
15 Cushing, Irvine, CA, 92618 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G/A is being filed by and on behalf of (i) PATRICK W SMITH TTEE THE SMITH IRREVOCABLE TRUST U/A DTD 05/01/2015 (the "Trust"), and (ii) Patrick W. Smith, as trustee of the Trust (each, a "Reporting Person" and collectively, the "Reporting Persons").
The Reporting Persons have entered into a Joint Filing Agreement, dated October 9, 2024, a copy of which is incorporated by reference as Exhibit A to the Schedule 13G filed by the Reporting Persons on October 9, 2024, pursuant to which the Reporting Persons agreed to file this Schedule 13G/A and any amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Act of 1933, as amended. |
| (b) | Address or principal business office or, if none, residence:
c/o Patrick Smith, TTEE, 11445 E. Via Linda, Suite 2-411, Scottsdale, AZ 85259 |
| (c) | Citizenship:
The Trust is formed under the laws of the State of Arizona. Patrick W. Smith is a citizen of the United States. |
| (d) | Title of class of securities:
Common Stock, no par value |
| (e) | CUSIP No.:
68235C107 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G/A.
The shares reported herein are directly held by the Trust. As the trustee of the Trust, Patrick W. Smith may be deemed to beneficially own the securities held by the Trust. Patrick W. Smith disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein. |
| (b) | Percent of class:
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G/A. Percentage ownership is based on 16,835,247 shares of Common Stock outstanding as of November 5, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 12, 2024.
The shares reported herein are directly held by the Trust. As the trustee of the Trust, Patrick W. Smith may be deemed to beneficially own the securities held by the Trust. Patrick W. Smith disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G/A.
|
| | (ii) Shared power to vote or to direct the vote:
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G/A.
The shares reported herein are directly held by the Trust. As the trustee of the Trust, Patrick W. Smith may be deemed to beneficially own the securities held by the Trust. Patrick W. Smith disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein.
|
| | (iii) Sole power to dispose or to direct the disposition of:
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G/A.
|
| | (iv) Shared power to dispose or to direct the disposition of:
The information requested herein is incorporated by reference to the cover pages to this Schedule 13G/A.
The shares reported herein are directly held by the Trust. As the trustee of the Trust, Patrick W. Smith may be deemed to beneficially own the securities held by the Trust. Patrick W. Smith disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)