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