0000919574-24-002558.txt : 20240415 0000919574-24-002558.hdr.sgml : 20240415 20240415192150 ACCESSION NUMBER: 0000919574-24-002558 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240411 FILED AS OF DATE: 20240415 DATE AS OF CHANGE: 20240415 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROADWOOD PARTNERS, L.P. CENTRAL INDEX KEY: 0001278386 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37648 FILM NUMBER: 24845829 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 ORGANIZATION NAME: STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37648 FILM NUMBER: 24845828 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 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37648 FILM NUMBER: 24845827 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Oncocyte Corp CENTRAL INDEX KEY: 0001642380 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] ORGANIZATION NAME: 03 Life Sciences 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 X0508 4 2024-04-11 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 2024-04-11 4 P 0 2420000 2.9164 A 4929066 D Common Stock, no par value 2024-04-11 4 P 0 0 0 A 4929066 I Footnote Common Stock, no par value 157 D Series A Convertible Preferred Stock 30.60 2024-04-15 4 J 0 2941.1765 D Common Stock 107488 0 D Series A Convertible Preferred Stock 30.60 2024-04-15 4 J 0 0 D Common Stock 107488 0 I Footnote Warrant to Purchase Common Stock 30.60 2027-04-19 Common Stock 150093 150093 D Warrant to Purchase Common Stock 30.60 2027-04-19 Common Stock 150093 150093 I Footnote 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. These securities are directly owned by Neal C. Bradsher 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. 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 These warrants are currently exercisable. 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 2024-04-15 Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President 2024-04-15 /s/ Neal C. Bradsher 2024-04-15