SCHEDULE 13G/A
This Amendment No. 1 (this Amendment) to Schedule 13G (the Schedule 13G) is being filed on behalf of Anson Funds
Management LP (d/b/a Anson Funds), a Texas limited partnership, Anson Management GP LLC, a Texas limited liability company, Mr. Bruce R. Winson, the principal of Anson Funds Management LP and Anson Management GP LLC, Anson Advisors Inc.,
an Ontario, Canada corporation, Mr. Amin Nathoo, a director of Anson Advisors Inc., and Mr. Moez Kassam, a director of Anson Advisors Inc., relating to Common Stock, par value $0.0001 per share (the Common Stock), of Biocept,
Inc., a Delaware corporation (the Issuer).
This Amendment relates to the Common Stock of the Issuer purchased by a private
fund to which Anson Funds Management LP and Anson Advisors Inc. serve as co-investment advisors (the Fund). Anson Funds Management LP and Anson Advisors Inc. serve as
co-investment advisors to the Fund and may direct the vote and disposition of the 2,387,910 shares of Common Stock held by the Fund. As the general partner of Anson Funds Management LP, Anson Management GP LLC
may direct the vote and disposition of the 2,387,910 shares of Common Stock held by the Fund. As the principal of Anson Fund Management LP and Anson Management GP LLC, Mr. Winson may direct the vote and disposition of the 2,387,910 shares of
Common Stock held by the Fund. As directors of Anson Advisors Inc., Mr. Nathoo and Mr. Kassam may each direct the vote and disposition of the 2,387,910 shares of Common Stock held by the Fund.
This Amendment amends and restates the Schedule 13G as set forth below.
Item 1(a)
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Name of Issuer.
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Biocept, Inc.
Item 1(b)
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Address of Issuers Principal Executive Offices.
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5810 Nancy Ridge Drive
San
Diego, California 92121
Item 2(a)
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Name of Person Filing.
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Anson Funds Management LP, Anson Management GP LLC, Mr. Bruce R. Winson, Anson Advisors Inc., Mr. Amin Nathoo and Mr. Moez
Kassam
Item 2(b)
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Address of Principal Business Office, or, if none, Residence.
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For Anson Funds Management LP, Anson Management GP LLC and Mr. Winson:
5950 Berkshire Lane, Suite 210
Dallas, Texas 75225
For Anson
Advisors Inc., Mr. Nathoo and Mr. Kassam:
155 University Ave, Suite 207
Toronto, ON
M5H 3B7
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