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Insight Molecular Diagnostics Inc. Regulatory Filings 2021

Jun 4, 2021

34238_rns_2021-06-04_4a92812e-38ce-4be1-b24d-67baeb518220.zip

Regulatory Filings

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CORRESP 1 filename1.htm

15 Cushing Road Irvine, CA 92618 +844.ONCOCYTE +844.662.6298 +949.409.7600 [email protected] oncocyte.com

June 4, 2021

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

RE:
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

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