0001493152-22-021623.txt : 20220808 0001493152-22-021623.hdr.sgml : 20220808 20220808162845 ACCESSION NUMBER: 0001493152-22-021623 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220728 FILED AS OF DATE: 20220808 DATE AS OF CHANGE: 20220808 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gutfreund John Peter CENTRAL INDEX KEY: 0001940797 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37648 FILM NUMBER: 221144802 MAIL ADDRESS: STREET 1: C/O ONCOCYTE CORPORATION, 15 CUSHING CITY: IRVINE STATE: CA ZIP: 92618 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 3 1 ownership.xml X0206 3 2022-07-28 0 0001642380 Oncocyte Corp OCX 0001940797 Gutfreund John Peter C/O ONCOCYTE CORPORATION 15 CUSHING IRVINE CA 92618 1 0 0 0 Common Stock, no par value 3085047 I Footnote Series A Convertible Preferred Stock 1.53 Common Stock 1176.48 D Warrant to Purchase Common Stock 1.53 Common Stock 3564728 I Footnote The securities are held by Halle Special Situations Fund LLC. John Peter Gutfreund is the investment manager and a control person of Halle Capital Partners GP LLC, the managing member of Halle Special Situations Fund LLC. In such capacity, Mr. Gutfreund may be deemed to beneficially own these securities. The 1,176.48 shares of Series A Convertible Preferred Stock are currently convertible into 768,941 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 beneficial ownership limitation of 4.99%. 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 Preferred Shares for a cash payment calculated in accordance with the terms of the Purchase Agreement. The 3,564,728 warrants may be exercised to purchase up to 3,001,876 shares of the Common Stock at an exercise price of $1.53 per share. The warrants are currently exercisable, subject to a beneficial ownership limitation of 4.99%, and expire on April 19, 2027. /s/ John Peter Gutfreund 2022-08-08