Amended Statement of Beneficial Ownership (sc 13d/a)
28 Juillet 2022 - 11:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
Oncocyte Corporation |
(Name of Issuer) |
Common Stock, no par value |
(Title of Class of Securities) |
Neal C. Bradsher
c/o Broadwood Capital, Inc.
142 West 57th Street, 11th Floor
New York, New York 10019
(212) 508-5735
|
(Name, Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
|
July 21, 2022 |
(Date of Event Which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of ss.240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box [_]. |
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1. |
NAME OF
REPORTING PERSONS |
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Broadwood
Partners, L.P. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) |
[_] |
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(b) |
[X] |
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3. |
SEC USE
ONLY |
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4. |
SOURCE OF
FUNDS |
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WC |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |
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[_] |
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6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
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7. |
SOLE VOTING
POWER |
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0 |
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8. |
SHARED VOTING
POWER |
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30,209,754 |
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9. |
SOLE DISPOSITIVE POWER |
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0 |
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10. |
SHARED
DISPOSITIVE POWER |
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30,209,754 |
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11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
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PERSON |
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30,209,754 |
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12. |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
[_] |
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CERTAIN
SHARES |
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13. |
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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24.1% |
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14. |
TYPE OF
REPORTING PERSON |
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PN |
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1. |
NAME OF
REPORTING PERSONS |
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Broadwood
Capital, Inc. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) |
[_] |
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(b) |
[X] |
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3. |
SEC USE
ONLY |
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4. |
SOURCE OF
FUNDS |
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AF |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |
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[_] |
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6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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New York |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
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7. |
SOLE VOTING
POWER |
|
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0 |
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8. |
SHARED VOTING
POWER |
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30,209,754 |
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9. |
SOLE DISPOSITIVE POWER |
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0 |
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10. |
SHARED
DISPOSITIVE POWER |
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30,209,754 |
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11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
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|
PERSON |
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30,209,754 |
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12. |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
[_] |
|
CERTAIN
SHARES |
|
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|
|
|
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13. |
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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24.1% |
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14. |
TYPE OF
REPORTING PERSON |
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CO, IA |
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1. |
NAME OF
REPORTING PERSONS |
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Neal C.
Bradsher |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) |
[_] |
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(b) |
[X] |
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3. |
SEC USE
ONLY |
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4. |
SOURCE OF
FUNDS |
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PF, AF |
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5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |
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[_] |
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6. |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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United States
of America |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
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7. |
SOLE VOTING
POWER |
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3,145 |
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8. |
SHARED VOTING
POWER |
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30,209,754 |
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9. |
SOLE DISPOSITIVE POWER |
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3,145 |
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10. |
SHARED
DISPOSITIVE POWER |
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30,209,754 |
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11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
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PERSON |
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30,212,899 |
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12. |
CHECK BOX IF
THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
[_] |
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CERTAIN
SHARES |
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13. |
PERCENT OF
CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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24.1% |
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14. |
TYPE OF
REPORTING PERSON |
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IN, HC |
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CUSIP No. |
68235C107 |
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Item 1. |
Security and Issuer. |
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The name of the issuer is Oncocyte Corporation, a California
corporation (the “Issuer”). The address of the Issuer’s principal
executive office is 15 Cushing, Irvine, California 92618. This
Amendment No. 9 to Schedule 13D relates to the Issuer’s Common
Stock, no par value (the “Shares”).
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Item 2. |
Identity and Background. |
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(a), (f) |
The persons filing this statement are: (i) Broadwood Partners,
L.P., a Delaware limited partnership (“Broadwood Partners”); (ii)
Broadwood Capital, Inc., a New York corporation (“Broadwood
Capital”); and (iii) Neal C. Bradsher, a United States citizen
(“Mr. Bradsher”, and collectively with Broadwood Partners and
Broadwood Capital, the “Reporting Persons”). |
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(b), (c) |
Broadwood Capital is an investment adviser registered with the
Securities and Exchange Commission that is principally engaged in
the business of providing investment advisory services.
Broadwood Partners is a pooled investment vehicle that is
principally engaged in the business of investing its assets in
securities. Broadwood Capital serves as the general
partner of Broadwood Partners. Neal Bradsher is the
President of Broadwood Capital. The principal business
address of the Reporting Persons is: c/o Broadwood Capital, Inc.,
142 West 57th Street, 11th Floor, New York, New York
10019. |
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(d) |
None of the Reporting Persons have, during the last five years,
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). |
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(e) |
None of the Reporting Persons have, during the last five years,
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
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Item 3. |
Source and Amount of Funds or Other Consideration. |
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The funds for the purchase of the 30,209,754 Shares beneficially
owned by Broadwood Partners came from its working capital. No
borrowed funds were used to purchase the Shares, other than any
borrowed funds used for working capital purposes in the ordinary
course of business.
The funds for the purchase of the 30,209,754 Shares beneficially
owned by Broadwood Capital came from the working capital of
Broadwood Partners, which is the direct owner of the Shares. No
borrowed funds were used to purchase the Shares, other than any
borrowed funds used for working capital purposes in the ordinary
course of business.
The funds for the purchase of the 30,212,899 Shares beneficially
owned by Mr. Bradsher came from his personal funds and the working
capital of Broadwood Partners. No borrowed funds were used to
purchase the Shares, other than any borrowed funds used for working
capital purposes in the ordinary course of business.
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Item 4. |
Purpose of Transaction. |
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The Reporting Persons acquired their Shares for investment and are
filing this Schedule 13D/A to report a change in their respective
beneficial ownership percentages of the Shares resulting from
shareholder approval to remove beneficial ownership blocker
provisions of Series A Convertible Preferred Stock (the “Series A
Shares”) and warrants of the Issuer beneficially owned by the
Reporting Persons.
Except as otherwise set forth herein, the Reporting Persons do not
have any present plans or proposals which would relate to, or
result in, the matters set forth in subparagraphs (a) – (j) of Item
4 of Schedule 13D. However, subject to market conditions and in
compliance with applicable securities laws, the Reporting Persons
reserve the right, at a later date, to effect one or more of such
changes or transactions in the number of Shares they may be deemed
to beneficially own in open-market or privately negotiated
transactions, on such terms and at such times as the Reporting
Persons may deem advisable.
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The Reporting Persons have been, and may continue to be, in contact
with members of the Issuer’s management, the board of directors of
the Issuer (the “Board of Directors”), other significant
shareholders and others regarding alternatives that the Issuer
could employ to maximize the creation of shareholder value over
time.
The Reporting Persons further reserve the right to act in concert
with any other shareholders of the Issuer, or other persons, for a
common purpose should it determine to do so, and/or to recommend
courses of action to shareholders, the Board of Directors and/or
the management of the Issuer.
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Item 5. |
Interest in Securities of the Issuer. |
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(a) – (d) |
As of the date hereof, Broadwood Partners may be deemed to be the
beneficial owner of 30,209,754 Shares, constituting 24.1% of the
Shares, based upon 125,369,078 Shares outstanding as of the date
hereof, as adjusted to include Series A Shares and warrants of the
Issuer beneficially owned by Broadwood
Partners. Broadwood Partners has the sole power to vote
or direct the vote of 0 Shares and the shared power to vote or
direct the vote of 30,209,754 Shares. Broadwood Partners
has sole power to dispose or direct the disposition of 0 Shares and
the shared power to dispose or direct the disposition 30,209,754
Shares. |
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As
of the date hereof, Broadwood Capital may be deemed to be the
beneficial owner of 30,209,754 Shares, constituting 24.1% of the
Shares, based upon 125,369,078 Shares outstanding as of the date
hereof, as adjusted to include Series A Shares and warrants of the
Issuer beneficially owned by Broadwood
Capital. Broadwood Capital has the sole power to vote or
direct the vote of 0 Shares and the shared power to vote or direct
the vote of 30,209,754 Shares. Broadwood Capital has
sole power to dispose or direct the disposition of 0 Shares and the
shared power to dispose or direct the disposition 30,209,754
Shares. |
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As of the date hereof, Mr. Bradsher may be deemed to be the
beneficial owner of 30,212,899 Shares, constituting 24.1% of the
Shares, based upon 125,369,078 Shares outstanding as of the date
hereof, as adjusted to include Series A Shares and warrants of the
Issuer beneficially owned by Mr. Bradsher. Mr. Bradsher has the
sole power to vote or direct the vote of 3,145 Shares and the
shared power to vote or direct the vote of 30,209,754 Shares. Mr.
Bradsher has sole power to dispose or direct the disposition of
3,145 Shares and the shared power to dispose or direct the
disposition 30,209,754 Shares.
There have been no transactions in the Shares by the Reporting
Persons during the past sixty days.
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(e) |
N/A
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with
Respect |
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to Securities
of the Issuer. |
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The information set forth in Item 4 above is incorporated by
reference in its entirety in this Item 6. The Reporting Persons do
not have any contract, arrangement, understanding or relationship
with any person with respect to securities of the Issuer that is
not described herein and/or in a previous Schedule 13D filed by the
Reporting Persons in respect of the Issuer.
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Item 7. |
Material to be Filed as Exhibits. |
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Exhibit A: Joint Filing Agreement
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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: July 28, 2022 |
Broadwood Partners,
L.P.*
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By: |
Broadwood Capital, Inc. |
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By: |
/s/ Neal C. Bradsher |
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Name: |
Neal C.
Bradsher |
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Title: |
President |
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Broadwood Capital,
Inc.* |
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By: |
/s/ Neal C. Bradsher |
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Name: |
Neal C.
Bradsher |
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Title: |
President |
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/s/ Neal C. Bradsher |
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Neal C.
Bradsher* |
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* This Reporting Person disclaims beneficial ownership over the
securities reported herein except to the extent of his or its
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.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
JOINT FILING
AGREEMENT
The undersigned agree that this Amendment No. 9 to Schedule 13D,
dated July 28, 2022, relating to the Common Stock, no par value, of
Oncocyte Corporation shall be filed on behalf of the
undersigned.
Dated: July 28, 2022 |
Broadwood Partners,
L.P.
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By: |
Broadwood Capital, Inc. |
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By: |
/s/ Neal C. Bradsher |
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Name: |
Neal C.
Bradsher |
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Title: |
President |
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Broadwood Capital,
Inc. |
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By: |
/s/ Neal C. Bradsher |
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Name: |
Neal C.
Bradsher |
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Title: |
President |
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/s/ Neal C. Bradsher |
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Neal C.
Bradsher |
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