SEC Form SC 13D/A filed by Oncocyte Corporation (Amendment)

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. 11 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.

Item 3.

Source and Amount of Funds or Other Consideration.

The funds for the purchase of the 5,079,159 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 5,079,159 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 5,079,316 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 April 11, 2024, Broadwood Partners entered into a Securities Purchase Agreement with the Issuer (the “Securities Purchase Agreement”) pursuant to which Broadwood Partners agreed to acquire 2,420,000 Shares from the Issuer in a private placement (the “Private Placement”) for a total purchase price of $7,057,688, or $2.9164 per Share. In connection with Private Placement, the Issuer and Broadwood Partners also entered into a Registration Rights Agreement on April 11, 2024 pursuant to which the Issuer agreed to file a registration statement for purposes of registering the resale of the Shares acquired by Broadwood Partners pursuant to the Securities Purchase Agreement.

The foregoing was a summary of certain material terms of the: (i) Securities Purchase Agreement; and (ii) Registration Rights Agreement. However, such summary is not, and does not purport to be, complete and is qualified in its entirety by reference to the full text of the: (i) Form of the Securities Purchase Agreement; and (ii) Form of Registration Rights Agreement, which have been filed as Exhibits B and C, respectively, and are incorporated herein by reference.

In addition, 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.

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 they 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 5,079,316 Shares, constituting 37.6% of the Shares, based upon 13,500,066 Shares outstanding as of the date hereof, as adjusted to include warrants of the Issuer beneficially owned by Mr. Bradsher. Mr. Bradsher has the sole power to vote or direct the vote of 157 Shares and the shared power to vote or direct the vote of 5,079,159 Shares. Mr. Bradsher has sole power to dispose or direct the disposition of 157 Shares and the shared power to dispose or direct the disposition 5,079,159 Shares.

Other than (i) the Shares acquired by Broadwood Partners pursuant to the Securities Purchase Agreement, and (ii) the Issuer’s mandatory redemption of all of Broadwood Partner’s Series A Shares, in each case as described in Item 4 above, there have been no transactions in the Shares by the Reporting Persons during the past sixty days.

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 and/or in a previous Schedule 13D filed by the Reporting Persons in respect of the Issuer.

Exhibit A: Joint Filing Agreement

Exhibit B: Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC by the Issuer on April 12, 2024)

Exhibit C: Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC by the Issuer on April 12, 2024)

Broadwood Partners, L.P.*

Broadwood Partners, L.P.