Broadwood Partners, L.P. - Apr 3, 2023 Form 4 Insider Report for Oncocyte Corp (OCX)

Role
10%+ Owner
Signature
Broadwood Partners, L.P., By Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President
Stock symbol
OCX
Transactions as of
Apr 3, 2023
Transactions value $
$8,093,898
Form type
4
Date filed
4/5/2023, 09:35 PM
Previous filing
Dec 29, 2022
Next filing
Sep 7, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OCX Common Stock, no par value Purchase $8.09M +26.8M +114.88% $0.30 50.2M Apr 3, 2023 Direct F1, F3
transaction OCX Common Stock, no par value Purchase $0 0 0% $0.00* 50.2M Apr 3, 2023 Footnote F1, F3
holding OCX Common Stock, no par value 3.15K Apr 3, 2023 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding OCX Series A Convertible Preferred Stock 5.88K Apr 3, 2023 Common Stock 3.84M $1.53 Direct F1, F4
holding OCX Series A Convertible Preferred Stock 5.88K Apr 3, 2023 Common Stock 3.84M $1.53 Footnote F1, F4
holding OCX Warrant to Purchase Common Stock 6M Apr 3, 2023 Common Stock 3M $1.53 Direct F1, F5
holding OCX Warrant to Purchase Common Stock 6M Apr 3, 2023 Common Stock 3M $1.53 Footnote F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 These securities are directly owned by Neal C. Bradsher.
F3 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.
F4 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.
F5 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.