M&A - BROADWOOD PARTNERS, L.P.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000091957425000923

Filing Summary: Broadwood Partners, L.P. filed this Schedule 13D/A to report its investment in Oncocyte Corporation following the execution of two securities purchase agreements on February 6, 2025. Broadwood Partners will acquire a total of 5,165,695 shares in two separate transactions: 4,505,488 shares via a private placement and 660,207 shares through a registered direct offering, with a total purchase price of $10,589,674, resulting in a cost of $2.05 per share. Additionally, a Registration Rights Agreement was established to facilitate the resale of shares acquired through the PIPE Purchase Agreement. Broadwood Partners is reported to hold 11,560,193 shares, representing 40.2% of the total outstanding shares of Oncocyte Corporation. The filing indicates that no borrowed funds were utilized for these acquisitions, reflecting a strategic investment in the issuer's capital structure. The reporting persons have also indicated intentions to collaborate with other shareholders to maximize shareholder value in the future.

Additional details:

Name Of Issuer: Oncocyte Corporation


Principal Executive Office: 15 Cushing, Irvine, California 92618


Number Of Shares Acquired: 5,165,695


Total Purchase Price: 10,589,674


Purchase Price Per Share: 2.05


Beneficial Ownership Percentage: 40.2


Total Shares Outstanding: 28,749,380


Fund Sources: working capital


Securities Purchase Agreement: PIPE Purchase Agreement


Registered Direct Offering: RD Purchase Agreement


Registration Rights Agreement: Registration Rights Agreement


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