0000919574-22-002783.txt : 20220415 0000919574-22-002783.hdr.sgml : 20220415 20220415181321 ACCESSION NUMBER: 0000919574-22-002783 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220413 FILED AS OF DATE: 20220415 DATE AS OF CHANGE: 20220415 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROADWOOD PARTNERS, L.P. CENTRAL INDEX KEY: 0001278386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37648 FILM NUMBER: 22830809 BUSINESS ADDRESS: STREET 1: BROADWOOD CAPITAL INC. STREET 2: 142 WEST 57TH STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-508-5735 MAIL ADDRESS: STREET 1: BROADWOOD CAPITAL INC. STREET 2: 142 WEST 57TH STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: BROADWOOD PARTNERS LP DATE OF NAME CHANGE: 20040202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROADWOOD CAPITAL INC CENTRAL INDEX KEY: 0001278387 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37648 FILM NUMBER: 22830807 BUSINESS ADDRESS: STREET 1: 142 WEST 57TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-508-5735 MAIL ADDRESS: STREET 1: 142 WEST 57TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRADSHER NEAL C CENTRAL INDEX KEY: 0001278388 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37648 FILM NUMBER: 22830808 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Oncocyte Corp CENTRAL INDEX KEY: 0001642380 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 271041563 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 15 CUSHING CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-409-7600 MAIL ADDRESS: STREET 1: 15 CUSHING CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: OncoCyte Corp DATE OF NAME CHANGE: 20200213 FORMER COMPANY: FORMER CONFORMED NAME: Oncocyte Corp DATE OF NAME CHANGE: 20200205 FORMER COMPANY: FORMER CONFORMED NAME: OncoCyte Corp DATE OF NAME CHANGE: 20150513 4 1 ownership.xml X0306 4 2022-04-13 0 0001642380 Oncocyte Corp OCX 0001278386 BROADWOOD PARTNERS, L.P. C/O BROADWOOD CAPITAL INC. 142 WEST 57TH STREET, 11TH FLOOR NEW YORK NY 10019 0 0 1 0 0001278388 BRADSHER NEAL C C/O BROADWOOD CAPITAL INC. 142 WEST 57TH STREET, 11TH FLOOR NEW YORK NY 10019 0 0 1 0 0001278387 BROADWOOD CAPITAL INC 142 WEST 57TH STREET, 11TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock, no par value 2022-04-14 4 P 0 6003752 1.3325 A 23353697 D Common Stock, no par value 2022-04-14 4 P 0 0 0 A 23353697 I Footnote Common Stock, no par value 3145 D Series A Convertible Preferred Stock 1.53 2022-04-13 4 A 0 5882.35 A Common Stock 3884675 5882.35 D Series A Convertible Preferred Stock 1.53 2022-04-13 4 A 0 0 A Common Stock 3884675 5882.35 I Footnote Warrant to Purchase Common Stock 1.53 2022-04-14 4 A 0 6003752 A 2027-04-19 Common Stock 3001876 6003752 D Warrant to Purchase Common Stock 1.53 2022-04-14 4 A 0 0 A 2027-04-19 Common Stock 3001876 6003752 I Footnote Warrant to Purchase Common Stock 3.25 2022-07-21 Common Stock 270000 270000 D Warrant to Purchase Common Stock 3.25 2022-07-21 Common Stock 270000 270000 I Footnote 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. Broadwood Partners, L.P., By Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President 2022-04-15 /s/ Neal C. Bradsher 2022-04-15 Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President 2022-04-15