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Filing Details

Accession Number:: 0000919574-22-002783
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-04-15 18:13:21
Reporting Period:: 2022-04-13

Accepted Time:: 2022-04-15 18:13:21
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1642380	Oncocyte Corp	OCX	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1278386	Broadwood Partners, L.p.	C/O Broadwood Capital Inc. 142 West 57Th Street, 11Th Floor New York NY 10019	No	No	Yes	No
1278387	Broadwood Capital Inc	142 West 57Th Street, 11Th Floor New York NY 10019	No	No	Yes	No
1278388	C Neal Bradsher	C/O Broadwood Capital Inc. 142 West 57Th Street, 11Th Floor New York NY 10019	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, No Par Value	Acquisiton	2022-04-14	6,003,752	$1.33	23,353,697	No	4	P	Direct
Common Stock, No Par Value	Acquisiton	2022-04-14	0	$0.00	23,353,697	No	4	P	Indirect	Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Indirect	Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Acquisiton	2022-04-13	5,882	$0.00	3,884,675	$1.53
Common Stock	Series A Convertible Preferred Stock	Acquisiton	2022-04-13	0	$0.00	3,884,675	$1.53
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2022-04-14	6,003,752	$0.00	3,001,876	$1.53
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2022-04-14	0	$0.00	3,001,876	$1.53

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
5,882		No	4	A	Direct
5,882		No	4	A	Indirect
6,003,752	2027-04-19	No	4	A	Direct
6,003,752	2027-04-19	No	4	A	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, No Par Value	3,145	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Warrant to Purchase Common Stock	$3.25		2022-07-21	270,000	270,000	Direct
Common Stock	Warrant to Purchase Common Stock	$3.25		2022-07-21	270,000	270,000	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2022-07-21	270,000	270,000	Direct
2022-07-21	270,000	270,000	Indirect

Footnotes

The reported securities are directly owned by Broadwood Partners, L.P. ("Broadwood Partners") and may be deemed to be indirectly beneficially owned by: (i) Broadwood Capital, Inc. ("Broadwood Capital") as General Partner of Broadwood Partners; and (ii) Neal C. Bradsher as President of Broadwood Capital. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
These securities are directly owned by Neal C. Bradsher.
On April 13, 2022, Broadwood Partners entered into a Securities Purchase Agreement (the "Purchase Agreement") with Oncocyte Corporation (the "Issuer") pursuant to which Broadwood Partners acquired 5,882.35 shares of Series A Convertible Preferred Stock (the "Series A Shares") from the Issuer in its registered direct offering for a total purchase price of $5,000,000, or $850 per Series A Share. The Series A Shares are currently convertible into 3,884,675 shares of the Issuer's common stock, no par value (the "Common Stock"), at the conversion price of $1.53 per share, subject to a blocker provision that prevents Broadwood Partners from converting the Series A Shares if it would be more than a 19.99% beneficial owner of the Common Stock following such conversion.
(Continued from Footnote 3) The Issuer has agreed to use its reasonable best efforts to obtain shareholder approval for the 19.99% blocker provision to be waived with respect to the Reporting Persons, so that the Reporting Persons may increase their beneficial ownership of the Common Stock above 19.99%. On April 8, 2024 or the earlier occurrence of certain events or transactions specified in the Purchase Agreement, the Issuer will mandatorily redeem all of the Series A Shares for a cash payment calculated in accordance with the terms of the Purchase Agreement.
On April 14, 2022, Broadwood Partners participated in the Issuer's underwritten public offering pursuant to which it acquired: (i) 6,003,752 shares of the Common Stock; and (ii) 6,003,752 warrants (the "Warrants") to purchase up to 3,001,876 shares of the Common Stock at an exercise price of $1.53 per share. The Warrants (i) are currently exercisable, subject to a blocker provision that prevents Broadwood Partners from exercising the Warrants if it would be more than a 19.99% beneficial owner of the Common Stock following such exercise, and (ii) expire on April 19, 2027.
(Continued from Footnote 5) The Issuer has agreed to use its reasonable best efforts to obtain shareholder approval for the 19.99% blocker provision to be waived with respect to the Reporting Persons, so that the Reporting Persons may increase their beneficial ownership of the Common Stock above 19.99%. The aggregate purchase price paid for the Common Stock and the Warrants was $7,999,999.54.
These warrants are currently exercisable.