OCX OncoCyte Corporation

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. 8 to Schedule 13D relates to the Issuer’s Common Stock, no par value (the "Shares").

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.

The funds for the purchase of the 23,774,964 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 23,774,964 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 23,774,178 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.

The Reporting Persons acquired their Shares for investment and are filing this Schedule 13D/A to report that, on April 13, 2022, Broadwood Partners entered into a Securities Purchase Agreement with the Issuer (the “Purchase Agreement”) pursuant to which Broadwood Partners acquired 5,882.35 shares of Series A Convertible Preferred Stock (the “Series A Shares”) from the Issuer in its registered direct offering for a total purchase price of $5,000,000, or $850 per Series A Share. The Series A Shares are currently convertible into 3,884,675 Shares at the conversion price of $1.53 per Share, subject to a blocker provision that prevents Broadwood Partners from converting the Series A Shares if it would be more than a 19.99% beneficial owner of the Shares following such conversion. The Issuer has agreed to use its reasonable best efforts to obtain shareholder approval for the 19.99% blocker provision to be waived with respect to the Reporting Persons, so that the Reporting Persons may increase their beneficial ownership of the Shares above 19.99%. On April 8, 2024 or the earlier occurrence of certain events or transactions specified in the Purchase Agreement, the Issuer will mandatorily redeem all of the Series A Shares for a cash payment calculated in accordance with the terms of the Purchase Agreement.

The foregoing was a summary of certain material terms of the Purchase Agreement and the Series A Shares. The foregoing description 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 Securities Purchase Agreement; and (ii) Form of Certificate of Determination of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, which have been filed as Exhibits B and C, respectively, and are incorporated herein by reference.

Further, on April 14, 2022, Broadwood Partners participated in the Issuer’s underwritten public offering pursuant to which it acquired: (i) 6,003,752 Shares; and (ii) 6,003,752 warrants (the “Warrants”) to purchase up to 3,001,876 Shares at an exercise price of $1.53 per Share. The Warrants (i) are currently exercisable, subject to a blocker provision that prevents Broadwood Partners from exercising the Warrants if it would be more than a 19.99% beneficial owner of the Shares following such exercise, and (ii) expire on April 19, 2027. The Issuer has agreed to use its reasonable best efforts to obtain shareholder approval for the 19.99% blocker provision to be waived with respect to the Reporting Persons, so that the Reporting Persons may increase their beneficial ownership of the Shares above 19.99%. The aggregate purchase price paid for the Shares and the Warrants was $7,999,999.54.

The foregoing was a summary of certain material terms of the Warrants. The foregoing description is not, and does not purport to be, complete and is qualified in its entirety by reference to the full text of the form of the Warrants, which is anticipated to be set forth as an exhibit to a Form 8-K that will be filed with the SEC by the Issuer after the date of this Schedule 13D/A and is incorporated herein by reference.

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.

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.

As of the date hereof, Mr. Bradsher may be deemed to be the beneficial owner of 23,774,178 Shares, constituting 19.99% of the Shares, based upon 118,930,357 Shares outstanding as of the date hereof, as adjusted to include certain Warrants and Series A Shares 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 23,771,033 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 23,771,033 Shares.

Other than the Shares, the Warrants and the Series A Shares acquired by the Reporting Persons as described in Item 4 above, there have been no transactions in the Shares by the Reporting Persons during the past sixty days.

N/A

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.

Form of Certificate of Determination of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC by the Issuer on April 13, 2022)

Broadwood Partners, L.P.*

Broadwood Partners, L.P.