SEC FORM 4

SEC FORM 4 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

OMB APPROVAL

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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

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)
04/03/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value	04/03/2023		P⁽³⁾		26,827,638	A	$0.3017⁽³⁾	50,181,335	D⁽¹⁾
Common Stock, no par value	04/03/2023		P⁽³⁾		0	A	$0	50,181,335	I	Footnote⁽¹⁾
Common Stock, no par value								3,145	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$1.53							⁽⁴⁾	⁽⁴⁾	Common Stock	3,844,675		5,882.35	D⁽¹⁾
Series A Convertible Preferred Stock	$1.53							⁽⁴⁾	⁽⁴⁾	Common Stock	3,844,675		5,882.35	I	Footnote⁽¹⁾
Warrant to Purchase Common Stock	$1.53							⁽⁵⁾	04/19/2027	Common Stock	3,001,876		6,003,752	D⁽¹⁾
Warrant to Purchase Common Stock	$1.53							⁽⁵⁾	04/19/2027	Common Stock	3,001,876		6,003,752	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

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

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

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 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.

2. These securities are directly owned by Neal C. Bradsher.

3. 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.

4. 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.

5. 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	04/05/2023
	Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President	04/05/2023
	/s/ Neal C. Bradsher	04/05/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Broadwood Partners, L.P.