SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BROADWOOD PARTNERS, L.P.

(Last) (First) (Middle)
C/O BROADWOOD CAPITAL INC.
142 WEST 57TH STREET, 11TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Oncocyte Corp [ OCX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/13/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, no par value 04/14/2022 P(5)(6) 6,003,752 A $1.3325(5)(6) 23,353,697 D(1)
Common Stock, no par value 04/14/2022 P(5)(6) 0 A $0 23,353,697 I Footnote(1)
Common Stock, no par value 3,145 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock $1.53 04/13/2022 A(3)(4) 5,882.35 (3)(4) (3)(4) Common Stock 3,884,675 (3)(4) 5,882.35 D(1)
Series A Convertible Preferred Stock $1.53 04/13/2022 A(3)(4) 0 (3)(4) (3)(4) Common Stock 3,884,675 (3)(4) 5,882.35 I Footnote(1)
Warrant to Purchase Common Stock $1.53 04/14/2022 A(5)(6) 6,003,752 (5)(6) 04/19/2027 Common Stock 3,001,876 (5)(6) 6,003,752 D(1)
Warrant to Purchase Common Stock $1.53 04/14/2022 A(5)(6) 0 (5)(6) 04/19/2027 Common Stock 3,001,876 (5)(6) 6,003,752 I Footnote(1)
Warrant to Purchase Common Stock $3.25 (7) 07/21/2022 Common Stock 270,000 270,000 D(1)
Warrant to Purchase Common Stock $3.25 (7) 07/21/2022 Common Stock 270,000 270,000 I Footnote(1)
1. Name and Address of Reporting Person*
BROADWOOD PARTNERS, L.P.

(Last) (First) (Middle)
C/O BROADWOOD CAPITAL INC.
142 WEST 57TH STREET, 11TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BRADSHER NEAL C

(Last) (First) (Middle)
C/O BROADWOOD CAPITAL INC.
142 WEST 57TH STREET, 11TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BROADWOOD CAPITAL INC

(Last) (First) (Middle)
142 WEST 57TH STREET, 11TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. These securities are directly owned by Neal C. Bradsher.
3. 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.
4. (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.
5. 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.
6. (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.
7. These warrants are currently exercisable.
Broadwood Partners, L.P., By Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President 04/15/2022
/s/ Neal C. Bradsher 04/15/2022
Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President 04/15/2022
** Signature of Reporting Person Date
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