BROADWOOD PARTNERS, L.P. → Oncocyte Corp IMDX

The Reporting Persons acquired their Shares for investment and are filing this Schedule 13D/A to report that, on February 6, 2025, Broadwood Partners entered into: (i) a securities purchase agreement with the Issuer (the "PIPE Purchase Agreement") pursuant to which Broadwood Partners agreed to acquire 4,505,488 Shares from the Issuer in a private placement; and (ii) a separate securities purchase agreement with the Issuer (the "RD Purchase Agreement" and, together with the PIPE Purchase Agreement, the "Purchase Agreements") pursuant to which Broadwood Partners agreed to acquire 660,207 Shares from the Issuer in a registered direct offering, for a combined total purchase price of $10,589,674, or $2.05 per Share. In connection therewith, the Issuer and Broadwood Partners also entered into a Registration Rights Agreement pursuant to which the Issuer agreed to file a registration statement for purposes of registering the resale of the Shares acquired by Broadwood Partners pursuant to the PIPE Purchase Agreement. The foregoing is a summary of certain material terms of the: (i) Purchase Agreements and (ii) Registration Rights Agreement. However, such summary is not, and does not purport to be, complete and is qualified in its entirety by reference to the full text of the: (i) Form of the PIPE Purchase Agreement; (ii) Form of the RD Purchase Agreement; and (iii) Form of Registration Rights Agreement, which have been filed as Exhibits B, C and D, respectively, and are incorporated herein by reference. Except as otherwise set forth below, 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. 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 they determine to do so, and/or to recommend courses of action to shareholders, the Board of Directors and/or the management of the Issuer.