Broadwood Partners Form 4 Oncocyte / NEAL C BRADSHER ownership change

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)
04/11/2024

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	04/11/2024		P(3)		2,420,000	A	$2.9164(3)	4,929,066	D(1)
Common Stock, no par value	04/11/2024		P(3)		0	A	$0	4,929,066	I	Footnote(1)
Common Stock, no par value								157	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	$30.6	04/15/2024		J(4)			2,941.1765	(4)	(4)	Common Stock	107,488	(4)	0	D(1)
Series A Convertible Preferred Stock	$30.6	04/15/2024		J(4)			0	(4)	(4)	Common Stock	107,488	(4)	0	I	Footnote(1)
Warrant to Purchase Common Stock	$30.6							(5)	04/19/2027	Common Stock	150,093		150,093	D(1)
Warrant to Purchase Common Stock	$30.6							(5)	04/19/2027	Common Stock	150,093		150,093	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^*

BROADWOOD CAPITAL INC

(Last) (First) (Middle)

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)

Explanation of Responses:

1. The reported securities are directly owned by Broadwood Partners, L.P. ("Broadwood Partners") and may be deemed to be beneficially owned by each of: (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 11, 2024, Broadwood Partners entered into a Securities Purchase Agreement with Oncocyte Corporation (the "Issuer") pursuant to which Broadwood Partners agreed to acquire 2,420,000 shares of the Issuer's Common Stock, no par value (the "Common Shares"), from the Issuer in a private placement for a total purchase price of $7,057,688, or $2.9164 per Common Share.

4. On April 15, 2024, the Issuer mandatorily redeemed all of the 2,941.1765 shares of Series A Convertible Preferred Stock of the Issuer (the "Series A Shares") previously owned by Broadwood Partners in accordance with the terms of the Securities Purchase Agreement with the Issuer to which Broadwood Partners acquired the Series A Shares (the "Series A Purchase Agreement"). Pursuant to the Series A Purchase Agreement, Broadwood Partners received $3,289,144.18, or $1,118.30902 per Series A Share, in redemption proceeds attributable to the Issuer's mandatory redemption. The Series A Shares were convertible at the time of the Issuer's mandatory redemption

5. These warrants are currently exercisable.

Remarks:

The number of securities reported as being beneficially owned by the Reporting Persons reflects the Issuer's 1-for-20 reverse stock split of the Common Shares that became effective at 5pm Pacific time on July 24, 2023.

	Broadwood Partners, L.P., By Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President	04/15/2024
	Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President	04/15/2024
	/s/ Neal C. Bradsher	04/15/2024
	** Signature of Reporting Person	Date
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