0001590144-24-000011.txt : 20240214
0001590144-24-000011.hdr.sgml : 20240214
20240214170319
ACCESSION NUMBER: 0001590144-24-000011
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20240214
DATE AS OF CHANGE: 20240214
SUBJECT COMPANY:
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
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-89221
FILM NUMBER: 24640210
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: PURA VIDA INVESTMENTS, LLC
CENTRAL INDEX KEY: 0001590144
ORGANIZATION NAME:
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 545 W 25TH ST,
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10011
BUSINESS PHONE: 646-597-6995
MAIL ADDRESS:
STREET 1: 545 W 25TH ST,
STREET 2: 19TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10011
SC 13G/A
1
oxc13g.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 5)*
Oncocyte Corp
(Name of Issuer)
Common Stock, No. Par Value
(Title of Class of Securities)
68235C107
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 68235C107
13G
Page 2 of 9 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pura Vida Investments, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
708,172*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
708,172*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
708,172*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.45%**
12.
TYPE OF REPORTING PERSON (see instructions)
IA
CUSIP No. 68235C107
13G
Page 3 of 9 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Efrem Kamen
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
708,172*
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
708,172*
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
708,172*
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.45%**
12.
TYPE OF REPORTING PERSON (see instructions)
IN, HC
CUSIP No. 68235C107
13G
Page 4 of 9 Pages
1.
NAMES OF REPORTING PERSONS OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pura Vida Master Fund, Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) [ ]
(b) [ x ]
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
0
6.
SHARED VOTING POWER
309,823***
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
309,823***
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,823***
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) [ ]
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.73%****
12.
TYPE OF REPORTING PERSON (see instructions)
OO
CUSIP No. 68235C107
13G
Page 5 of 9 Pages
Item 1.
(a)
Name of Issuer
Oncocyte Corp
(b)
Address of Issuers Principal Executive Offices
15 Cushing, Irvine, CA, 92618
Item 2.
(a)
Name of Person Filing
Pura Vida Investments, LLC
Pura Vida Master Fund, Ltd. Efrem Kamen
(collectively, the "Reporting Persons").
(b)
The address of the principal place of the Reporting Persons is located at:
Pura Vida Investments, LLC
545 West 25th Street, 19th Floor
New York, NY, 10001
(c)
For citizenship of the Reporting Persons, see Item 4 of the cover sheet for
each Reporting Persons.
(d)
Title of Class of Securities
Common Stock, No Par Value
(e)
CUSIP Number
68235C107
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:
(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
(e)
[x]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j)
[ ]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
CUSIP No. 68235C107
13G
Page 6 of 9 Pages
Item 4. Ownership.
(a) Amount beneficially owned:
Pura Vida Investments LLC 708,172* shares
Efrem Kamen 708,172* shares
Pura Vida Master Fund, Ltd. 309,823*** shares
(b) Percent of class:
Pura Vida Investments LLC 8.45%**
Efrem Kamen 8.45%**
Pura Vida Master Fund, Ltd. 3.73%****
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
Pura Vida Investments 708,172* shares
Efrem Kamen 708,172* shares
Pura Vida Master Fund, Ltd. 309,823*** shares
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
Pura Vida Investments, LLC 708,172* shares
Efrem Kamen 708,172* shares
Pura Vida Master Fund, Ltd. 309,823*** shares
* Shares reported herein are owned by Pura Vida Master Fund, Ltd.
(the "Pura Vida Master Fund"), Pura Vida X Fund LP (the "Pura Vida X Fund)
and certain separately managed accounts (the "Managed Accounts," collectively
the "Client Accounts"). Pura Vida Investments, LLC ("PVI") serves as the
investment manager to the Client Accounts. Efrem Kamen serves as the Managing
Member of PVI. By virtue of these relationships, the PVI and Efrem Kamen may
be deemed to have shared voting and dispositive power with respect to the
shares owned directly by the Client Accounts. This report shall not be deemed
an admission that PVI and Efrem Kamen are beneficial owners of the shares for
purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or
for any other purpose. Each of PVI and Efrem Kamen disclaims beneficial
ownership of the shares reported herein except to the extent of PVIs and Efrem
Kamens pecuniary interest therein, if any. As of the date of this filing,
shares reported herein for the Reporting Persons include (1) 586,930 shares of
Common Stock of the Issuer outstanding and (2) warrants to acquire up to
121,242 shares of Common Stock of the Issuer.
CUSIP No. 68235C107
13G
Page 7 of 9 Pages
**The percentages herein are calculated based upon (1) 8,260,762 shares of
Common Stock of the Issuer outstanding per the Issuers Form 10-Q filed with
the Securities and Exchange Commission on November 9, 2023 and (2) 121,242
shares of Common Stock of the Issuer issuable upon exercise of warrants owned
by the Reporting Persons, which have been added to the total shares of Common
Stock of the Issuer outstanding pursuant to Rule 12d-3(d)(3) under the Act.
*** Shares reported herein are owned by the Pura Vida Master Fund. PVI serves
as the investment manager to the Pura Vida Master Fund. Efrem Kamen serves as
the Managing Member of PVI. By virtue of these relationships, PVI and Efrem
Kamen may be deemed to have shared voting and dispositive power with respect
to the shares owned directly by the Pura Vida Master Fund. This report shall
not be deemed an admission that PVI and Efrem Kamen are beneficial owners of
the shares for purposes of Section 13 of the Securities Exchange Act of 1934,
as amended, or for any other purpose. Each of PVI and Efrem Kamen disclaims
beneficial ownership of the shares reported herein except to the extent of
PVIs and Efrem Kamens pecuniary interest therein, if any. As of the date
of this filing, shares reported herein for the Pura Vida Master Fund include
(1) 268,176 shares of Common Stock of the Issuer outstanding and (2) warrants
to acquire up to 41,647 shares of Common Stock of the Issuer.
****The percentages herein are calculated based upon (1) 8,260,762 shares of
Common Stock of the Issuer outstanding per the Issuers Form 10-Q filed with
the Securities and Exchange Commission on November 9, 2023 and (2) 41,647
shares of Common Stock of the Issuer issuable upon exercise of warrants owned
by the Pura Vida Master Fund, which have been added to the total shares of
Common Stock of the Issuer outstanding pursuant to Rule 12d-3(d)(3) under the
Act.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof,
Pura Vida Master Fund, Ltd. has ceased to be the beneficial owner of more than
5 percent of the class of securities, check the following [X]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certification.
CUSIP No. 68235C107
13G
Page 8 of 9 Pages
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
Exhibits.
Exhibit A Joint Filing Agreement.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
Pura Vida Investments, LLC
By: /s/ Efrem Kamen, Managing Member
CUSIP No. 68235C107
13G
Page 9 of 9 Pages
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned hereby consent and agree to file a joint statement on Schedule
13G under the Securities Exchange Act of 1934, as amended, with respect to the
Pura Vida Investments, LLC. beneficially owned by them, together with any or
all amendments thereto, when and if appropriate. The parties hereto further
consent this Statement pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to
Schedule 13G, thereby incorporating the same into such Schedule 13G.
Dated: February 14, 2024
Pura Vida Investments, LLC
By: /s/ Efrem Kamen, Managing Member