Insight Molecular Diagnostics Inc. — Director's Dealing 2021

Sep 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Oncocyte Corp (OCX)
CIK: 0001642380
Period of Report: 2021-09-23

Reporting Person: BROADWOOD PARTNERS, L.P. (10% Owner)
Reporting Person: BROADWOOD CAPITAL INC (10% Owner)
Reporting Person: BRADSHER NEAL C (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-23	Common Stock, no par value	X	573461	$3.1525	Acquired	17349945	Direct
2021-09-23	Common Stock, no par value	X	0	—	Acquired	17349945	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-23	Warrant to Purchase Common Stock	$3.25	D	573461	Disposed	2021-10-17	Common Stock (573461)	Direct
2021-09-23	Warrant to Purchase Common Stock	$3.25	D	0	Disposed	2021-10-17	Common Stock (573461)	Indirect
2021-09-23	Warrant to Purchase Common Stock	$3.1525	A	573461	Acquired	2021-09-30	Common Stock (573461)	Direct
2021-09-23	Warrant to Purchase Common Stock	$3.1525	A	0	Acquired	2021-09-30	Common Stock (573461)	Indirect
2021-09-23	Warrant to Purchase Common Stock	$3.1525	X	573461	Disposed	2021-09-30	Common Stock (573461)	Direct
2021-09-23	Warrant to Purchase Common Stock	$3.1525	X	0	Disposed	2021-09-30	Common Stock (573461)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, no par value	3145	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrant to Purchase Common Stock	$3.25	2022-07-21	Common Stock (270000)	270000	Direct
Warrant to Purchase Common Stock	$3.25	2022-07-21	Common Stock (0)	270000	Indirect
Warrant to Purchase Common Stock	$3.25	2022-02-17	Common Stock (212500)	212500	Direct
Warrant to Purchase Common Stock	$3.25	2022-02-17	Common Stock (0)	212500	Indirect

Footnotes

F1: 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.

F2: On September 23, 2021, Broadwood Partners and Oncocyte Corporation (the "Issuer") entered into a Warrant Exercise Agreement pursuant to which: (i) the Issuer agreed to reduce the exercise price of a common stock warrant (the "Common Stock Warrant") held by Broadwood Partners to purchase up to 573,461 shares of the Issuer's common stock (the "Shares") from $3.25 per Share to $3.1525 per Share; and (ii) Broadwood Partners agreed to exercise the Common Stock Warrant in full on or prior to September 30, 2021. Shortly after executing the Warrant Exercise Agreement, Broadwood Partners exercised the Common Stock Warrant in full and received 573,461 Shares in exchange for payment to the Issuer of $1,807,835.81.

F3: (Continued from Footnote 2) The first two reported transactions reflect the deemed cancellation of the "old" Common Stock Warrant and the grant of a "replacement" Common Stock Warrant, respectively, pursuant to the amendment of the Common Stock Warrant set forth in the Warrant Exercise Agreement. The third reported transaction reflects Broadwood Partners' full exercise of the replacement Common Stock Warrant after executing the Warrant Exercise Agreement.

F4: These securities are directly owned by Neal C. Bradsher.

F5: These warrants are currently exercisable.