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. 10 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 57,128,042 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 57,128,042 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 57,131,187 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 3, 2023, Broadwood Partners entered into a Securities Purchase Agreement with the Issuer (the “Securities Purchase Agreement”) pursuant to which Broadwood Partners agreed to acquire 26,827,638 Shares from the Issuer in its registered direct offering for a total purchase price of $8,093,361.84, or $0.30168 per Common Share. In connection with entering into the Securities Purchase Agreement, on April 5, 2023, Broadwood Partners entered into a Consent and Waiver with the Issuer (the “Non-Redeeming Holder Waiver”) in respect of Broadwood Partners’ ownership of shares of Series A Convertible Preferred Stock of the Issuer (the “Series A Shares”). Pursuant to the terms of the Non-Redeeming Holder Waiver, Broadwood Partners agreed to: (i) permit the Issuer to redeem the Series A Shares held by certain other shareholders of the Issuer; and (ii) the temporary modification, suspension, alteration and/or waiver of certain of the rights, privileges and restrictions of the holders of the Series A Shares as set forth in the Certificate of Determination of Preferences, Rights and Limitations of Series A Convertible Preferred Stock.

The foregoing was a summary of certain material terms of the Securities Purchase Agreement and the Non-Redeeming Holder Waiver. 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 Securities Purchase Agreement; and (ii) Form of Non-Redeeming Holder Waiver, which have been filed as Exhibits B and C, respectively, and are 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 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.

As of the date hereof, Mr. Bradsher may be deemed to be the beneficial owner of 57,131,187 Shares, constituting 33.3% of the Shares, based upon 171,719,726 Shares outstanding as of the date hereof, as adjusted to include shares of the Issuer’s Series A Convertible Preferred Stock 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 57,128,042 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 57,128,042 Shares.

Other than the Shares acquired by the Reporting Persons pursuant to the Securities Purchase Agreement 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.

Exhibit A: Joint Filing Agreement

Exhibit B: Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the SEC by the Issuer on April 6, 2023)

Exhibit C: Form of Non-Redeeming Holder Waiver (incorporated by reference to Exhibit B of the Form of Securities Purchase Agreement)

Broadwood Partners, L.P.*

Broadwood Partners, L.P.