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Filing Details

Accession Number:: 0000919574-23-002420
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-04-05 21:35:33
Reporting Period:: 2023-04-03

Accepted Time:: 2023-04-05 21:35:33
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	2023-04-03	26,827,638	$0.30	50,181,335	No	4	P	Direct
Common Stock, No Par Value	Acquisiton	2023-04-03	0	$0.00	50,181,335	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 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	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Series A Convertible Preferred Stock	$1.53		3,844,675	5,882	Direct
Common Stock	Series A Convertible Preferred Stock	$1.53		3,844,675	5,882	Indirect
Common Stock	Warrant to Purchase Common Stock	$1.53	2027-04-19	3,001,876	6,003,752	Direct
Common Stock	Warrant to Purchase Common Stock	$1.53	2027-04-19	3,001,876	6,003,752	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	3,844,675	5,882	Direct
	3,844,675	5,882	Indirect
2027-04-19	3,001,876	6,003,752	Direct
2027-04-19	3,001,876	6,003,752	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 3, 2023, Broadwood Partners entered into a Securities Purchase Agreement with Oncocyte Corporation (the "Issuer") pursuant to which Broadwood Partners agreed to acquire 26,827,638 shares of the Issuer's Common Stock, no par value (the "Common Shares"), from the Issuer in its registered direct offering for a total purchase price of $8,093,361.84, or $0.30168 per Common Share.
The Series A Convertible Preferred Stock (the "Series A Shares") is: (i) currently convertible; and (ii) no longer subject to a blocker provision that previously prevented Broadwood Partners from converting the Series A Shares if it would have been more than a 19.99% beneficial owner of the Common Shares following any such conversion. On April 8, 2024 or the earlier occurrence of certain events or transactions specified in the Securities Purchase Agreement with the Issuer pursuant to which Broadwood Partners acquired the Series A Shares (the "Series A 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 Series A Purchase Agreement.
These warrants (the "Warrants") are: (i) currently exercisable; and (ii) no longer subject to a blocker provision that previously prevented Broadwood Partners from exercising the Warrants if it would have been more than a 19.99% beneficial owner of the Common Shares following any such exercise.