Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Oncocyte Corp (Name of Issuer) |
Common Stock (Title of Class of Securities) |
68235C206 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 68235C206 |
| 1 | Names of Reporting Persons
AWM Investment Company, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,306,309.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: AWM Investment Company, Inc., a Delaware corporation (AWM), is the investment adviser to Special Situations Cayman Fund, L.P. (CAYMAN), Special Situations Fund III QP, L.P. (SSFQP), Special Situations Private Equity Fund, L.P. (SSPE) and Special Situations Life Sciences Fund, L.P. (SSLS). (the Funds). As the investment adviser to the Funds, AWM holds sole voting and investment power over 179,725 shares of Common Stock of the Issuer (the Shares) 77,434 Pre-Funded Warrants* and 656,661 Warrants* to purchase 32,833 Shares of Common Stock held by CAYMAN, 596,079 Shares, 265,454 Pre-Funded Warrants* and 2,345,216 Warrants* to purchase 117,261 Shares of Common Stock held by SSFQP, 375,234 Warrants* to purchase 18,762 Shares of Common Stock held by SSPE, and 375,234 Warrants* to purchase 18,762 Shares of Common Stock held by SSLS.* The Warrants described herein may only be exercised to the extent that the total number of Common Shares then beneficially owned does not exceed 9.99% of the outstanding shares
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Oncocyte Corp | |
| (b) | Address of issuer's principal executive offices:
15 CUSHING, IRVINE, CALIFORNIA, 92618 | |
| Item 2. | ||
| (a) | Name of person filing:
The person filing this report is AWM Investment Company, Inc., a Delaware corporation (AWM), which is the investment adviser to Special Situations Cayman Fund, L.P., a Cayman Islands Limited Partnership (
CAYMAN), Special Situations Fund III QP, L.P., a Delaware limited partnership (SSFQP), Special Situations Private Equity Fund, L.P., a Delaware limited partnership (SSPE) and Special Situations Life Sciences Fund, L.P., a Delaware limited partnership (SSLS). The principal business of each Fund is to invest in equity and equity-related securities and other securities of any kind or nature.David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are members of: SSCayman, L.L.C., a Delaware limited liability company (SSCAY), the general partner of CAYMAN; MGP Advisers Limited Partnership, a Delaware limited partnership (MGP), the general partner of SSFQP; MG Advisers, L.L.C., a Delaware limited liability company (MG), the general partner of SSPE and LS Advisers, L.L.C., a New York limited liability company (LS). Greenhouse and Stettner are also controlling principals of AWM. | |
| (b) | Address or principal business office or, if none, residence:
527 Madison Avenue, Suite 2600New York, NY 10022 | |
| (c) | Citizenship:
AWM is a Delaware Corporation | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
68235C206 | |
| 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 a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1,306,309 | |
| (b) | Percent of class:
7.5 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
AWM is the investment adviser to each of the Funds. As the investment adviser to the Funds, AWM holds sole voting power over 179,725 shares of Common Stock of the Issuer (the Shares) 77,434 Pre-Funded Warrants* and 656,661 Warrants* to purchase 32,833 Shares of Common Stock held by CAYMAN, 596,079 Shares, 265,454 Pre-Funded Warrants* and 2,345,216 Warrants* to purchase 117,261 Shares of Common Stock held by SSFQP, 375,234 Warrants* to purchase 18,762 Shares of Common Stock held by SSPE, and 375,234 Warrants* to purchase 18,762 Shares of Common Stock held by SSLS. Greenhouse and Stettner are members of: SSCAY, the general partner of CAYMAN; MGP, the general partner of SSFQP; MG, the general partner of SSPE; and LS, the general partner of SSLS. Greenhouse and Stettner are also controlling principals of AWM. | ||
| (ii) Shared power to vote or to direct the vote:
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| (iii) Sole power to dispose or to direct the disposition of:
AWM is the investment adviser to each of the Funds. As the investment adviser to the Funds, AWM holds sole investment power over 179,725 shares of Common Stock of the Issuer (the Shares) 77,434 Pre-Funded Warrants* and 656,661 Warrants* to purchase 32,833 Shares of Common Stock held by CAYMAN, 596,079 Shares, 265,454 Pre-Funded Warrants* and 2,345,216 Warrants* to purchase 117,261 Shares of Common Stock held by SSFQP, 375,234 Warrants* to purchase 18,762 Shares of Common Stock held by SSPE, and 375,234 Warrants* to purchase 18,762 Shares of Common Stock held by SSLS. Greenhouse and Stettner are members of: SSCAY, the general partner of CAYMAN; MGP, the general partner of SSFQP; MG, the general partner of SSPE; and LS, the general partner of SSLS. Greenhouse and Stettner are also controlling principals of AWM. | ||
| (iv) Shared power to dispose or to direct the disposition of:
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
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.
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