Sec Form 13D Filing - BROADWOOD PARTNERS L.P. filing for Oncocyte Corp (OCX) - 2019-02-12

Neal C. Bradsher

c/o Broadwood Capital, Inc.

724 Fifth Avenue, 9th 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 offices is 1010 Atlantic Avenue, Suite 102, Alameda, California 94501. This Amendment No. 2 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.

The funds for the purchase of the 9,154,228 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 9,154,228 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 9,157,373 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 have acquired their Shares for investment and are filing this Schedule 13D/A to report a change in their beneficial ownership percentage of the Shares, as indicated in Item 5 below. In particular, on February 8, 2019, Broadwood Partners purchased 533,333 Shares at $3.75 per Share pursuant to the Issuer’s underwritten public offering (the “Public Offering”).

Except as otherwise set forth herein, the Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) any change in the present board of directors of the Issuer (the “Board of Directors”) or management of the Issuer; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any material change in the operating policies or corporate structure of the Issuer; (e) any change in the Issuer's charter or by-laws; (f) the Shares of the Issuer ceasing to be authorized to be quoted in the NASDAQ inter-dealer quotation system; or (g) causing the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

The Reporting Persons, however, 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.

The Reporting Persons have been, and may continue to be, in contact with members of the Issuer’s management, the Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to maximize shareholder value.

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 it 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 9,157,373 Shares, constituting 17.5% of the Shares, based upon 52,453,791 Shares outstanding as of the date hereof as adjusted for warrants beneficially owned by Mr. Bradsher. Mr. Bradsher has the sole power to vote or direct the vote of 3,145 Shares and the shared power to vote or direct the vote of 9,154,228 Shares. Mr. Bradsher has sole power to dispose or direct the disposition of 3,145 Shares the shared power to dispose or direct the disposition 9,154,228 Shares.

Other than the Shares acquired by the Reporting Persons pursuant to the Public Offering 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 in Item 4 above and/or incorporated herein by reference.

Exhibit A: Joint Filing Agreement.

Broadwood Partners, L.P.*

Broadwood Partners, L.P.