Sec Form 4 Filing - BROADWOOD PARTNERS, L.P. @ Oncocyte Corp - 2024-04-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BROADWOOD PARTNERS, L.P. 2. Issuer Name and Ticker or Trading Symbol Oncocyte Corp [ OCX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BROADWOOD CAPITAL INC., 142 WEST 57TH STREET, 11TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/11/2024 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, no par value 04/11/2024 P( 3 ) 2,420,000 A $ 2.9164 ( 3 ) 4,929,066 D ( 1 ) Common Stock, no par value 04/11/2024 P( 3 ) 0 A $ 0 4,929,066 I Footnote ( 1 ) Common Stock, no par value 157 D ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock $ 30.6 04/15/2024 J( 4 ) 2,941.1765 ( 4 ) ( 4 ) Common Stock 107,488 ( 4 ) 0 D ( 1 ) Series A Convertible Preferred Stock $ 30.6 04/15/2024 J( 4 ) 0 ( 4 ) ( 4 ) Common Stock 107,488 ( 4 ) 0 I Footnote ( 1 ) Warrant to Purchase Common Stock $ 30.6 ( 5 ) 04/19/2027 Common Stock 150,093 150,093 D ( 1 ) Warrant to Purchase Common Stock $ 30.6 ( 5 ) 04/19/2027 Common Stock 150,093 150,093 I Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BROADWOOD PARTNERS, L.P. C/O BROADWOOD CAPITAL INC. 142 WEST 57TH STREET, 11TH FLOOR NEW YORK, NY10019 X BROADWOOD CAPITAL INC 142 WEST 57TH STREET, 11TH FLOOR NEW YORK, NY10019 X BRADSHER NEAL C C/O BROADWOOD CAPITAL INC. 142 WEST 57TH STREET, 11TH FLOOR NEW YORK, NY10019 X Signatures Broadwood Partners, L.P., By Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President 04/15/2024 Signature of Reporting Person Date Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President 04/15/2024 Signature of Reporting Person Date /s/ Neal C. Bradsher 04/15/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )These securities are directly owned by Neal C. Bradsher ( 3 )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. ( 4 )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 ( 5 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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