Washington, D.C. 20549



Form 8-K



Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2020




(Exact name of registrant as specified in its charter)














(State or other jurisdiction of




File Number)


(I.R.S. Employer

Identification No.)





5810 Nancy Ridge Drive, San Diego, CA



(Address of principal executive offices)


(Zip Code)

Registrant’s telephone number, including area code: (858) 320-8200



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Securities Act:







Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock, par value $0.0001 per share




The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Item 8.01 Other Events.

On March 4, 2020, Biocept, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional purchasers (the “Purchasers”), pursuant to which the Company offered to the Purchasers, in a registered direct offering, an aggregate of 16,000,000 shares (the “Shares”) of common stock, par value $0.0001 per share. The Shares will be sold at a negotiated purchase price of $0.41 per share for aggregate gross proceeds to the Company of approximately $6.6 million, before deducting fees to the placement agent and other estimated offering expenses payable by the Company. The Shares are being offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on May 15, 2018, and was declared effective on May 24, 2018 (File No. 333-224946).

Maxim Group LLC acted as the sole placement agent for the Company (the “Placement Agent”) on a “reasonable best efforts” basis, in connection with the offering. Pursuant to a Placement Agency Agreement between the Company and the Placement Agent, dated March 4, 2020 (the “Placement Agency Agreement”), the Placement Agent will be entitled to a cash fee of 5.5% of the gross proceeds paid to the Company for the securities and reimbursement of certain out-of-pocket expenses.

The foregoing summaries of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 99.1 and 99.2, respectively, to this report.

A copy of the legal opinion and consent of Cooley LLP relating to the legality of the issuance and sale of the Shares in the offering is filed as Exhibit 5.1 to this report.

On March 5, 2020, the Company issued a press release announcing the pricing of the offering described above, a copy of which is filed as Exhibit 99.3 to this report.

Item 9.01 Financial Statements and Exhibits










Exhibit Title or Description





Opinion of Cooley LLP





Consent of Cooley LLP (included in Exhibit 5.1)




Form of Securities Purchase Agreement




Placement Agency Agreement





Press Release






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.













Biocept, Inc.





Date: March 5, 2020






/s/ Michael W. Nall







Michael W. Nall







Chief Executive Officer


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