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SCHEDULE 13D/A 0000919574-16-015304 0001278386 XXXXXXXX LIVE 12 Common Stock, no par value 02/06/2025 false 0001642380 68235C206 Oncocyte Corp 15 Cushing Irvine CA 92618 Neal C. Bradsher 212-508-5735 c/o Broadwood Capital, Inc. 156 West 56th Street, 3rd Floor New York NY 10019 0001278386 N BROADWOOD PARTNERS, L.P. b WC N DE 0.00 11560193.00 0.00 11560193.00 11560193.00 N 40.2 PN 0001278387 N BROADWOOD CAPITAL INC. b AF N NY 0.00 11560193.00 0.00 11560193.00 11560193.00 N 40.2 CO IA 0001278388 N NEAL C. BRADSHER b AF PF N X1 157.00 11560193.00 157.00 11560350.00 11560350.00 N 40.2 IN HC Common Stock, no par value Oncocyte Corp 15 Cushing Irvine CA 92618 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. 12 to Schedule 13D relates to the Issuer's Common Stock, no par value (the "Shares"). (a), (f) The persons filing this statement are: (i) Broadwood Partners, L.P., a Delaware limited partnership ("Broadwood Partners"); (ii) Broadwood Capital, Inc., a New York corporation ("Broadwood Capital"); and (iii) Neal C. Bradsher, a United States citizen ("Mr. Bradsher", and collectively with Broadwood Partners and Broadwood Capital, the "Reporting Persons"). (b), (c) Broadwood Capital is an investment adviser registered with the Securities and Exchange Commission that is principally engaged in the business of providing investment advisory services. Broadwood Partners is a pooled investment vehicle that is principally engaged in the business of investing its assets in securities. Broadwood Capital serves as the general partner of Broadwood Partners. Neal Bradsher is the President of Broadwood Capital. The principal business address of the Reporting Persons is: c/o Broadwood Capital, Inc., 156 West 56th Street, 3rd Floor, New York, New York 10019. (d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) 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 11,560,193 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 11,560,193 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 11,560,350 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 February 6, 2025, Broadwood Partners entered into: (i) a securities purchase agreement with the Issuer (the "PIPE Purchase Agreement") pursuant to which Broadwood Partners agreed to acquire 4,505,488 Shares from the Issuer in a private placement; and (ii) a separate securities purchase agreement with the Issuer (the "RD Purchase Agreement" and, together with the PIPE Purchase Agreement, the "Purchase Agreements") pursuant to which Broadwood Partners agreed to acquire 660,207 Shares from the Issuer in a registered direct offering, for a combined total purchase price of $10,589,674, or $2.05 per Share. In connection therewith, the Issuer and Broadwood Partners also entered into a Registration Rights Agreement 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 PIPE Purchase Agreement. The foregoing is a summary of certain material terms of the: (i) Purchase Agreements 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 PIPE Purchase Agreement; (ii) Form of the RD Purchase Agreement; and (iii) Form of Registration Rights Agreement, which have been filed as Exhibits B, C and D, respectively, and are incorporated herein by reference. Except as otherwise set forth below, 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. (a)-(d) As of the date hereof, Broadwood Partners may be deemed to be the beneficial owner of 11,560,193 Shares, constituting 40.2% of the Shares, based upon 28,749,380 Shares outstanding as of the date hereof, as adjusted to include warrants of the Issuer beneficially owned by Broadwood Partners. Broadwood Partners has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 11,560,193 Shares. Broadwood Partners has sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition 11,560,193 Shares. As of the date hereof, Broadwood Capital may be deemed to be the beneficial owner of 11,560,193 Shares, constituting 40.2% of the Shares, based upon 28,749,380 Shares outstanding as of the date hereof, as adjusted to include warrants of the Issuer beneficially owned by Broadwood Capital. Broadwood Capital has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 11,560,193 Shares. Broadwood Capital has sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition 11,560,193 Shares. As of the date hereof, Mr. Bradsher may be deemed to be the beneficial owner of 11,560,350 Shares, constituting 40.2% of the Shares, based upon 28,749,380 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 11,560,193 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 11,560,193 Shares. Other than as described in Item 4 above, there have been no transactions in the Shares by the Reporting Persons during the past sixty days. (e) 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 PIPE Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Form 8-K filed with the Securities and Exchange Commission by the Issuer on February 10, 2025) Exhibit C: Form of RD Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission by the Issuer on February 10, 2025) Exhibit D: Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission by the Issuer on February 10, 2025) BROADWOOD PARTNERS, L.P. By: /s/ Neal C. Bradsher Neal C. Bradsher/President of Broadwood Capital Inc.* 02/10/2025 BROADWOOD CAPITAL INC. By: /s/ Neal C. Bradsher Neal C. Bradsher/President* 02/10/2025 NEAL C. BRADSHER By: /s/ Neal C. Bradsher Neal C. Bradsher* 02/10/2025 * This Reporting Person disclaims beneficial ownership over the securities reported herein except to the extent of his or its 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. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).