Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
OncoCyte Corporation
(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 13G 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 the disclosures provided in a prior cover page.
The information required in 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
(1) Names of Reporting Persons. I.R.S. Identification Nos. of
Above Persons (entities only):
AWM Investment Company, Inc.
(2) Check the Appropriate Box if a Member of a Group (See
Instructions) (a)___ b)___
(3) SEC Use Only
(4) Citizenship or Place of Organization: Delaware, United States
Number of Shares Beneficially
Owned by Each Reporting Person
With
(5) Sole Voting Power:
754,286**
(6) Shared Voting Power: 0**
(7) Sole Dispositive Power:
754,286**
(8) Shared Dispositive Power: 0**
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person: 754,286**
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions):
(11) Percent of Class Represented by Amount in Row (9): 9.1%**
(12) Type of Reporting Person (See Instructions): IA
**AWM Investment Company, Inc., a Delaware corporation (AWM), is the
investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN),
Special Situations Fund III QP, L.P. (SSFQP), Special Situations
Private Equity Fund, L.P. (SSPE) and Special Situations Life Sciences
Fund, L.P. (SSLS). (CAYMAN, SSFQP, SSPE, and SSLS will hereafter be
referred to as the Funds). As the investment adviser to the Funds,
AWM holds sole voting and investment power over 146,237 shares of
Common Stock of the Issuer (the Shares) and 656,661 Warrants*** to
purchase 32,833 Shares of Common Stock held by CAYMAN, 608,049 Shares
and 2,345,216 Warrants*** to purchase 117,261 Shares of Common Stock
held by SSFQP, 375,234 Warrants*** to purchase 18,762 Shares of Common
Stock held by SSPE, and 375,234 Warrants*** to purchase 19,762 Shares
of Common Stock held by SSLS. See Items 2 and 4 of this Schedule for
additional information.
*** The Warrants described herein may only be exercised to the extent
that the total number of Common Shares then beneficially owned does
not exceed 4.99% of the outstanding shares.
Item 1(a). Name Of Issuer: OncoCyte Corporation
Item 1(b). Address of Issuer?s Principal Executive Offices:
15 Cushing
Irvine, California 92618
Item 2(a). Name of Person Filing:
The person filing this report is AWM Investment Company, Inc.,
a Delaware corporation (AWM), which is the investment adviser
to Special Situations Cayman Fund, L.P., a Cayman Islands
Limited Partnership (CAYMAN), Special Situations Fund III QP,
L.P., a Delaware limited partnership (SSFQP), Special
Situations Private Equity Fund, L.P., a Delaware limited
partnership (SSPE) and Special Situations Life Sciences Fund,
L.P., a Delaware limited partnership (SSLS), (CAYMAN, SSFQP,
SSPE and SSLS, will hereafter be referred to as the Funds).
The principal business of each Fund is to invest in equity and
equity-related securities and other securities of any kind or
nature.
David M. Greenhouse (Greenhouse) and Adam C. Stettner
(Stettner) are members of: SSCayman, L.L.C., a Delaware limited
liability company (SSCAY), the general partner of CAYMAN; MGP
Advisers Limited Partnership, a Delaware limited partnership
(MGP), the general partner of SSFQP; MG Advisers, L.L.C., a
Delaware limited liability company (MG), the general partner of
SSPE and LS Advisers, L.L.C., a New York limited liability
company (LS). Greenhouse and Stettner are also controlling
principals of AWM.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The principal business address for AWM is c/o Special
Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY
10022.
Item 2(c). Citizenship: AWM is a Delaware Corporation.
Item 2(d). Title of Class of Securities: Common Stock, No Par
Value
Item 2(e). CUSIP No.: 68235C107
Item 3. If This Statement Is Filed Pursuant to ??240.13d-1(b) or
240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.
Item 4. Ownership
(a) Amount Beneficially Owned: 754,286**
(b) Percent of Class: 9.1%**
(c) Number of Shares as to which the person has:
(i) sole power to vote or to direct the vote: 754,286**
(ii) shared power to vote or to direct the vote: 0**
(iii) sole power to dispose or to direct the disposition of:
754,286**
(iv) shared power to dispose or to direct the disposition
of: 0**
______________________________________________________________________
** AWM is the investment adviser to each of the Funds. As the
investment adviser to the Funds, AWM holds sole voting and investment
power over 146,237 shares of Common Stock of the Issuer (the Shares)
and 656,661 Warrants*** to purchase 32,833 Shares of Common Stock held
by CAYMAN, 608,049 Shares and 2,345,216 Warrants*** to purchase
117,261 Shares of Common Stock held by SSFQP, 375,234 Warrants*** to
purchase 18,762 Shares held by SSPE, and 375,234 Warrants*** to
purchase 18,762 Shares of Common Stock held by SSLS. Greenhouse and
Stettner are members of: SSCAY, the general partner of CAYMAN; MGP,
the general partner of SSFQP; MG, the general partner of SSPE; and LS,
the general partner of SSLS. Greenhouse and Stettner are also
controlling principals of AWM.
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 the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following. ___
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
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.
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 13, 2024
AWM INVESTMENT COMPANY, INC.
By:/s/ Adam Stettner
Name: Adam Stettner
Title: Executive Vice President
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
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