Oncocyte Corp

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Oncocyte Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Oncocyte Corporation (the “Company”) as of December 31, 2023, the related consolidated statements of operations, comprehensive loss, Series A redeemable convertible preferred stock and shareholders’ equity and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited the retrospective adjustments to the consolidated financial statements of the Company as of December 31, 2022 and for the year then ended to apply the effect of the reverse stock split described in Note 2 to the financial statements. In our opinion, such adjustment is appropriate and has been properly applied. We were not engaged to audit, review or apply any procedures to the consolidated financial statements of the Company as of and for the year ended December 31, 2022 other than with respect to the adjustment and, accordingly, we do not express an opinion or any other form of assurance on the consolidated financial statements of the Company as of and for the year ended December 31, 2022 taken as a whole.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has incurred operating losses and negative cash flows since inception and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Explanatory Paragraph – Change in Accounting Principle

As discussed in Note 2 to the financial statements, the Company changed its method of accounting for allowance for credit losses by adopting ASU 2016-13,Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, effective January 1, 2023 using the modified retrospective method.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Contingent consideration – Fair valuation of contingent consideration liabilities* *

As described in Note 3 to the financial statements, the Company reported certain contingent consideration liabilities at the estimated fair value as of year-end. The Company used a discounted cash flow model, which is an income approach, in determining the fair value of the contingent consideration liabilities.

The principal considerations for our determination that performing procedures relating to evaluating the fair value of contingent consideration liabilities is a critical audit matter, are that there is significant judgment by management in the estimation of possible future payouts, the discount rate, and the likelihood of certain milestones being met. This in turn led to high degree of auditor judgment, subjectivity, and effort in performing audit procedures in evaluating audit evidence related to management’s estimates and assumptions used in the valuation models. Also, the evaluation of the audit evidence related to the determination of fair value of contingent consideration payable required significant auditor judgment as the nature of the evidence is often subjective, and the audit effort involved the use of professionals with specialized skills and knowledge to assist in evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating evidence in connection with forming our overall audit opinion on the consolidated financial statements. These procedures included, among others, (i) evaluating management’s estimation of possible future payouts, which included evaluating forecasted revenues and the likelihood of certain milestones being met; (ii) evaluating management’s determination of the discount rate; and (iii) testing the mathematical accuracy of the model. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s measurement of the fair value of contingent consideration liabilities.

Intangible assets – Impairment assessment of certain indefinite-lived intangible assets

As described in Note 5 to the financial statements, the Company identified indicators of impairment for its in-process research and development indefinite-lived intangible assets and performed its evaluation for impairment. The Company used a multi-period excess earnings method, which is an income approach, to determine the fair value of the intangible assets.

The principal considerations for our determination that performing procedures relating to evaluating the impairment assessment is a critical audit matter, are that there is significant judgment by management in the estimation of forecasted cash flows, and assumptions such as the discount rate. This in turn led to high degree of auditor judgment, subjectivity, and effort in performing audit procedures in evaluating audit evidence related to management’s estimates and assumptions used in the forecasted cash flows and valuation models. Also, the evaluation of the audit evidence related to impairment assessment required significant auditor judgment as the nature of the evidence is often subjective, and the audit effort involved the use of professionals with specialized skills and knowledge to assist in evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating evidence in connection with forming our overall audit opinion on the financial statements. These procedures included, among others, (i) evaluating management’s estimation of forecasted cash flows, including corroborating the inputs used in management’s model; (ii) evaluating management’s determination of the discount rate; and (iii) testing the mathematical accuracy of the model. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s impairment assessment.

/s/Marcum LLP

Marcum LLP (PCAOB ID 688)

We have served as the Company’s auditor since 2023.

Costa Mesa, CA

April 15, 2024