Sec Form 13D Filing - BROADWOOD PARTNERS L.P. filing for Oncocyte Corp (OCX) - 2021-09-24

Neal C. Bradsher

c/o Broadwood Capital, Inc.

142 West 57^th Street, 11^th Floor

New York, New York 10019

(212) 508-5735

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

The name of the issuer is Oncocyte Corporation, a California corporation (the “Issuer”). The address of the Issuer’s principal executive office is 15 Cushing, Irvine, California 92618. This Amendment No. 7 to Schedule 13D relates to the Issuer’s Common Stock, no par value (the "Shares").

None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The funds for the purchase of the 17,832,445 Shares beneficially owned by Broadwood Partners came from its working capital. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 17,832,445 Shares beneficially owned by Broadwood Capital came from the working capital of Broadwood Partners, which is the direct owner of the Shares. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The funds for the purchase of the 17,835,590 Shares beneficially owned by Mr. Bradsher came from his personal funds and the working capital of Broadwood Partners. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.

The Reporting Persons acquired their Shares for investment and are filing this Schedule 13D/A to report that, on September 23, 2021, Broadwood Partners and the Issuer entered into a Warrant Exercise Agreement. Pursuant to the Warrant Exercise Agreement, (i) the Issuer agreed to reduce the exercise price of a common stock warrant (the “Common Stock Warrant”) held by Broadwood Partners to purchase up to 573,461 Shares from $3.25 per Share to $3.1525 per Share; and (ii) Broadwood Partners agreed to exercise the Common Stock Warrant in full on or prior to September 30, 2021. Shortly after executing the Warrant Exercise Agreement, Broadwood Partners exercised the Common Stock Warrant in full and received 573,461 Shares in exchange for payment to the Issuer of $1,807,835.81.

The foregoing was a summary of certain material terms of the Warrant Exercise Agreement. The foregoing description is not, and does not purport to be, complete and is qualified in its entirety by reference to the full text of the form of the Warrant Exercise Agreement, which has been filed as Exhibit B and is incorporated herein by reference.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons have been, and may continue to be, in contact with members of the Issuer’s management, the board of directors of the Issuer (the “Board of Directors”), other significant shareholders and others regarding alternatives that the Issuer could employ to maximize the creation of shareholder value over time.

The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to shareholders, the Board of Directors and/or the management of the Issuer.

As of the date hereof, Mr. Bradsher may be deemed to be the beneficial owner of 17,835,590 Shares, constituting 19.3% of the Shares, based upon 92,637,742 Shares outstanding as of the date hereof, as adjusted to include warrants beneficially owned by Mr. Bradsher. Mr. Bradsher has the sole power to vote or direct the vote of 3,145 Shares and the shared power to vote or direct t he vote of 17,832,445 Shares. Mr. Bradsher has sole power to dispose or direct the disposition of 3,145 Shares and the shared power to dispose or direct the disposition 17,832,445 Shares.

Other than the Shares acquired by the Reporting Persons pursuant to the Warrant Exercise Agreement as described in Item 4 above, there have been no transactions in the Shares by the Reporting Persons since the last Schedule 13D/A filed by the Reporting Persons in respect of the Issuer.

N/A

The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein or in a prior Schedule 13D filed by the Reporting Persons in respect of the Issuer.

Exhibit A: Joint Filing Agreement

Exhibit B: Form of Warrant Exercise Agreement

Broadwood Partners, L.P.*

Broadwood Partners, L.P.