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Insight Molecular Diagnostics Inc. — Director's Dealing 2024
Apr 15, 2024
34238_dirs_2024-04-15_a8448123-9250-45ee-bd8a-02c4a069db3e.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Oncocyte Corp (OCX)
CIK: 0001642380
Period of Report: 2024-04-11
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 |
|---|---|---|---|---|---|---|---|
| 2024-04-11 | Common Stock, no par value | P | 2420000 | $2.9164 | Acquired | 4929066 | Direct |
| 2024-04-11 | Common Stock, no par value | P | 0 | — | Acquired | 4929066 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-04-15 | Series A Convertible Preferred Stock | $30.60 | J | 2941.1765 | Disposed | Common Stock (107488) | Direct | |
| 2024-04-15 | Series A Convertible Preferred Stock | $30.60 | J | 0 | Disposed | Common Stock (107488) | Indirect |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock, no par value | 157 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Warrant to Purchase Common Stock | $30.60 | 2027-04-19 | Common Stock (150093) | 150093 | Direct |
| Warrant to Purchase Common Stock | $30.60 | 2027-04-19 | Common Stock (150093) | 150093 | Indirect |
Footnotes
F1: 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.
F2: These securities are directly owned by Neal C. Bradsher
F3: 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.
F4: 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
F5: These warrants are currently exercisable.