Sec Form 4 Filing - BROADWOOD PARTNERS, L.P. @ Oncocyte Corp - 2022-04-13

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) 04/13/2022 (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 04/14/2022 P( 5 )( 6 ) 6,003,752 A $ 1.3325( 5 )( 6 ) 23,353,697 D( 1 ) Common Stock, no par value 04/14/2022 P( 5 )( 6 ) 0 A $ 0 23,353,697 I Footnote( 1 ) Common Stock, no par value 3,145 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 $ 1.53 04/13/2022 A( 3 )( 4 ) 5,882.35 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 3,884,675 ( 3 )( 4 ) 5,882.35 D( 1 ) Series A Convertible Preferred Stock $ 1.53 04/13/2022 A( 3 )( 4 ) 0 ( 3 )( 4 ) ( 3 )( 4 ) Common Stock 3,884,675 ( 3 )( 4 ) 5,882.35 I Footnote( 1 ) Warrant to Purchase Common Stock $ 1.53 04/14/2022 A( 5 )( 6 ) 6,003,752 ( 5 )( 6 ) 04/19/2027 Common Stock 3,001,876 ( 5 )( 6 ) 6,003,752 D( 1 ) Warrant to Purchase Common Stock $ 1.53 04/14/2022 A( 5 )( 6 ) 0 ( 5 )( 6 ) 04/19/2027 Common Stock 3,001,876 ( 5 )( 6 ) 6,003,752 I Footnote( 1 ) Warrant to Purchase Common Stock $ 3.25 ( 7 ) 07/21/2022 Common Stock 270,000 270,000 D( 1 ) Warrant to Purchase Common Stock $ 3.25 ( 7 ) 07/21/2022 Common Stock 270,000 270,000 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 BRADSHER NEAL C 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 Signatures Broadwood Partners, L.P., By Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President 04/15/2022 Signature of Reporting Person Date /s/ Neal C. Bradsher 04/15/2022 Signature of Reporting Person Date Broadwood Capital, Inc., By: /s/ Neal C. Bradsher, President 04/15/2022 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 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. ( 2 )These securities are directly owned by Neal C. Bradsher. ( 3 )On April 13, 2022, Broadwood Partners entered into a Securities Purchase Agreement (the "Purchase Agreement") with Oncocyte Corporation (the "Issuer") pursuant to which Broadwood Partners acquired 5,882.35 shares of Series A Convertible Preferred Stock (the "Series A Shares") from the Issuer in its registered direct offering for a total purchase price of $5,000,000, or $850 per Series A Share. The Series A Shares are currently convertible into 3,884,675 shares of the Issuer's common stock, no par value (the "Common Stock"), at the conversion price of $1.53 per share, subject to a blocker provision that prevents Broadwood Partners from converting the Series A Shares if it would be more than a 19.99% beneficial owner of the Common Stock following such conversion. ( 4 )(Continued from Footnote 3) The Issuer has agreed to use its reasonable best efforts to obtain shareholder approval for the 19.99% blocker provision to be waived with respect to the Reporting Persons, so that the Reporting Persons may increase their beneficial ownership of the Common Stock above 19.99%. On April 8, 2024 or the earlier occurrence of certain events or transactions specified in the 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 Purchase Agreement. ( 5 )On April 14, 2022, Broadwood Partners participated in the Issuer's underwritten public offering pursuant to which it acquired: (i) 6,003,752 shares of the Common Stock; and (ii) 6,003,752 warrants (the "Warrants") to purchase up to 3,001,876 shares of the Common Stock at an exercise price of $1.53 per share. The Warrants (i) are currently exercisable, subject to a blocker provision that prevents Broadwood Partners from exercising the Warrants if it would be more than a 19.99% beneficial owner of the Common Stock following such exercise, and (ii) expire on April 19, 2027. ( 6 )(Continued from Footnote 5) The Issuer has agreed to use its reasonable best efforts to obtain shareholder approval for the 19.99% blocker provision to be waived with respect to the Reporting Persons, so that the Reporting Persons may increase their beneficial ownership of the Common Stock above 19.99%. The aggregate purchase price paid for the Common Stock and the Warrants was $7,999,999.54. ( 7 )These warrants are currently exercisable.

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

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