Broadwood Partners, L.P. - Apr 11, 2024 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 11, 2024
Transactions value $
$7,057,688
Form type
4
Date filed
4/15/2024, 07:21 PM
Previous filing
Feb 8, 2024
Next filing
May 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OCX Common Stock, no par value Purchase $7.06M +2.42M +96.45% $2.92 4.93M Apr 11, 2024 Direct F1, F3
transaction OCX Common Stock, no par value Purchase $0 0 0% $0.00* 4.93M Apr 11, 2024 Footnote F1, F3
holding OCX Common Stock, no par value 157 Apr 11, 2024 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
transaction OCX Series A Convertible Preferred Stock Other -2.94K -100% 0 Apr 15, 2024 Common Stock 107K $30.60 Direct F1, F4
transaction OCX Series A Convertible Preferred Stock Other 0 0 Apr 15, 2024 Common Stock 107K $30.60 Footnote F1, F4
holding OCX Warrant to Purchase Common Stock 150K Apr 11, 2024 Common Stock 150K $30.60 Direct F1, F5
holding OCX Warrant to Purchase Common Stock 150K Apr 11, 2024 Common Stock 150K $30.60 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 beneficially owned by each of: (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 11, 2024, Broadwood Partners entered into a Securities Purchase Agreement with Oncocyte Corporation (the "Issuer") pursuant to which Broadwood Partners agreed to acquire 2,420,000 shares of the Issuer's Common Stock, no par value (the "Common Shares"), from the Issuer in a private placement for a total purchase price of $7,057,688, or $2.9164 per Common Share.
F4 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. The Series A Shares were convertible at the time of the Issuer's mandatory redemption
F5 These warrants are currently exercisable.

Remarks:

The number of securities reported as being beneficially owned by the Reporting Persons reflects the Issuer's 1-for-20 reverse stock split of the Common Shares that became effective at 5pm Pacific time on July 24, 2023.