Insight Molecular Diagnostics Inc. — Major Shareholding Notification 2024

Oct 9, 2024

SC 13G 1 formsc13g.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

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ONCOCYTE CORPORATION

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

68235C107

(CUSIP Number)

October 2, 2024

Date of Event Which Requires Filing of this Statement

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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 68235C107

| 1 | Name
of Reporting Person: PATRICK W SMITH TTEE THE SMITH IRREVOCABLE TRUST U/A DTD 05/01/2015 I.R.S.
Identification No. of above Person (entities only) (voluntary) |
| --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (a) ☐  (b) ☐ |
| 3 | SEC
USE ONLY |
| 4 | Citizenship
or Place of Organization Arizona |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 1,013,321
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 1,013,321

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED 1,013,321 |
| --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0% |
| 12 | TYPE
OF REPORTING PERSON OO |

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| 1 | Names
of Reporting Person: Patrick
W. Smith I.R.S.
Identification No. of above Person (entities only) (voluntary) |
| --- | --- |
| 2 | Check
the Appropriate Box if a Member of a Group (a) ☐  (b) ☐ |
| 3 | SEC
USE ONLY |
| 4 | Citizenship
or Place of Organization United
States of America |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0
6	SHARED VOTING POWER 1,013,321
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 1,013,321

| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED 1,013,321 |
| --- | --- |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0% |
| 12 | TYPE
OF REPORTING PERSON IN |

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| | SCHEDULE
13G |
| --- | --- |
| Item 1(a) | Name
of Issuer: Oncocyte,
Inc. |
| Item 1(b) | Address
of Issuer’s Principal Executive Offices: 15
Cushing, Irving, California 92618 |
| Item 2(a) | Name
of Persons Filing: This
Schedule 13G is being filed by and on behalf of (i) PATRICK W SMITH TTEE THE SMITH IRREVOCABLE TRUST U/A DTD 05/01/2015 (the “Trust”),
and (ii) Patrick W. Smith, as trustee of the Trust (each, a “Reporting Person” and collectively, the “Reporting
Persons”). The
Reporting Persons have entered into a Joint Filing Agreement, dated October 9, 2024, a copy of which is incorporated by reference
as Exhibit A to this statement, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments hereto
jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Act of 1933, as amended. |
| Item 2(b) | Address
of Principal Business Office, or if None, Residence: c/o
Patrick Smith, TTEE, 11445 E. Via Linda, Suite 2-411, Scottsdale, AZ 85259 |
| Item 2(c) | Citizenship: The
Trust is formed under the laws of the State of Arizona. Patrick W. Smith is a citizen of the United States. |
| Item 2(d) | Title
of Class of Securities: Common
Stock, no par value. |
| Item 2(e) | CUSIP
Number: 68235C107 |
| Item 3 | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is: Not
Applicable. |
| Item 4 | Ownership: (a)
through (c): The
information requested herein is incorporated by reference to the cover pages to this Schedule 13G. Percentage ownership is based
on 16,835,247 shares of Common Stock outstanding as of October 8, 2024, as provided by the Issuer. The
shares reported herein are directly held by the Trust. As the trustee of the Trust, Patrick W. Smith may be deemed to beneficially
own the securities held by the Trust. Patrick W. Smith disclaims beneficial ownership of the shares reported herein except to the
extent of his pecuniary interest therein. |

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| Item 5 | Ownership
of Five Percent or Less of the Class: Not
Applicable. |
| --- | --- |
| Item 6 | Ownership
of More Than Five Percent on Behalf of Another Person: Not
Applicable. |
| Item 7 | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company: Not
Applicable. |

| Item 8 | Identification
and Classification of Members of the Group: Not
Applicable. |
| --- | --- |
| Item 9 | Notice
of Dissolution of Group: Not
Applicable. |
| Item 10 | Certification: By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 9, 2024

PATRICK W SMITH TTEE THE SMITH IRREVOCABLE TRUST U/A DTD 05/01/2015
By:	/s/ Patrick W. Smith
Name:	Patrick
W. Smith
Title:	Trustee
PATRICK
W. SMITH
/s/
Patrick W. Smith
Patrick
W. Smith, individually

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