0000919574-23-002420.txt : 20230405
0000919574-23-002420.hdr.sgml : 20230405
20230405213533
ACCESSION NUMBER: 0000919574-23-002420
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230403
FILED AS OF DATE: 20230405
DATE AS OF CHANGE: 20230405
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: 23804249
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: 23804248
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: 23804247
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
X0407
4
2023-04-03
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
0001278387
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
0
Common Stock, no par value
2023-04-03
4
P
0
26827638
0.3017
A
50181335
D
Common Stock, no par value
2023-04-03
4
P
0
0
0
A
50181335
I
Footnote
Common Stock, no par value
3145
D
Series A Convertible Preferred Stock
1.53
Common Stock
3844675
5882.35
D
Series A Convertible Preferred Stock
1.53
Common Stock
3844675
5882.35
I
Footnote
Warrant to Purchase Common Stock
1.53
2027-04-19
Common Stock
3001876
6003752
D
Warrant to Purchase Common Stock
1.53
2027-04-19
Common Stock
3001876
6003752
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 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.
Broadwood Partners, L.P., By Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President
2023-04-05
Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President
2023-04-05
/s/ Neal C. Bradsher
2023-04-05