1.
|
Names
of Reporting Persons.
|
Mitchell
P. Kopin
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a) ☐
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
|
United
States of America
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole
Voting Power
|
0
|
6.
|
Shared
Voting Power
|
607,279
|
7.
|
Sole
Dispositive Power
|
0
|
8.
|
Shared
Dispositive Power
|
607,279
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
607,279
(see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
0.6% (see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
IN; HC
|
1.
|
Names
of Reporting Persons.
|
Daniel
B. Asher
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a) ☐
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
|
United
States of America
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole
Voting Power
|
0
|
6.
|
Shared
Voting Power
|
607,279
|
7.
|
Sole
Dispositive Power
|
0
|
8.
|
Shared
Dispositive Power
|
607,279
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
607,279
(see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
0.6% (see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
IN; HC
|
1.
|
Names
of Reporting Persons.
|
Intracoastal
Capital LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a) ☐
(b) ☐
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
|
Delaware
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole
Voting Power
|
0
|
6.
|
Shared
Voting Power
|
607,279
|
7.
|
Sole
Dispositive Power
|
0
|
8.
|
Shared
Dispositive Power
|
607,279
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
607,279
(see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
☐
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
0.6% (see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
|
OO
|
Item
1.
(a)
Name of Issuer
Biocept,
Inc. (the “Issuer”)
(b)
Address of Issuer’s Principal Executive Offices
5810
Nancy Ridge Drive
San
Diego, CA 92121
Item
2.
(a)
Name of Person Filing
(b)
Address of Principal Business Office or, if none, Residence
(c)
Citizenship
This
Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America
(“Mr. Kopin”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“Mr.
Asher”) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“Intracoastal”
and together with Mr. Kopin and Mr. Asher, collectively the “Reporting Persons”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit
1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions
of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The
principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The
principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d)
Title of Class of Securities
Common
Stock, $0.0001 par
value per share, of the Issuer (the “Common Stock”).
(e)
CUSIP Number
09072V402
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:
Not
applicable.
Item
4. Ownership.
(a)
and (b):
(i)
Immediately following the execution of the Securities Purchase Agreement with the Issuer on March 2, 2020 (the “SPA”)
(as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on March 3, 2020), each of the Reporting
Persons may have been deemed to have beneficial ownership of 6,730,000 shares of Common Stock, which consisted of (i) 6,500,000
shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 230,000
shares of Common Stock issuable upon an exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”),
and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 8.8% of the Common Stock,
based on (1) 69,673,243 shares of Common Stock outstanding as of February 28, 2020 as reported by the Issuer, plus (2) 6,500,000
shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (3) 230,000
shares of Common Stock issuable upon an exercise of Intracoastal Warrant 1. The foregoing excludes (I) 1,250,889 shares of Common
Stock issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 2”) because Intracoastal
Warrant 2 in not exercisable until July 10, 2020 (and Intracoastal Warrant 2 also contains a blocker provision under which the
holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise
would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons
acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock), (II)
9,683 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal (“Intracoastal Warrant 3”)
because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise
Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder
thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any
of the holder’s affiliates, of more than 4.99% of the Common Stock, (III) 55,555 shares of Common Stock issuable upon exercise
of a fourth warrant held by Intracoastal (“Intracoastal Warrant 4”) because Intracoastal Warrant 4 contains
a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but
only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s
affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more
than 4.99% of the Common Stock, (IV) 55,000 shares of Common Stock issuable upon exercise of a fifth warrant held by Intracoastal
(“Intracoastal Warrant 5”) because Intracoastal Warrant 5 contains a blocker provision under which the holder
thereof does not have the right to exercise Intracoastal Warrant 5 to the extent (but only to the extent) that such exercise would
result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting
as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock, (V) 12,083
shares of Common Stock issuable upon exercise of a sixth warrant held by Intracoastal (“Intracoastal Warrant 6”)
because Intracoastal Warrant 6 contains a blocker provision under which the holder thereof does not have the right to exercise
Intracoastal Warrant 6 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder
thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder or any
of the holder’s affiliates, of more than 4.99% of the Common Stock, and (VI) 244,958 shares of Common Stock issuable upon
exercise of a seventh warrant held by Intracoastal (“Intracoastal Warrant 7”) because Intracoastal Warrant
7 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 7 to the
extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the
holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates,
of more than 4.99% of the Common Stock. Without such blocker provisions (and assuming Intracoastal Warrant 2 was currently exercisable),
each of the Reporting Persons may have been deemed to have beneficial ownership of 8,358,168 shares of Common Stock.
(ii)
As of the close of business on March 13, 2020, each of the Reporting Persons may have been deemed to
have beneficial ownership of 607,279 shares of Common Stock,
which consisted of (i) 230,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, (ii) 9,683 shares
of Common Stock issuable upon exercise of Intracoastal Warrant 3, (iii) 55,555 shares of Common Stock issuable upon exercise of
Intracoastal Warrant 4, (iv) 55,000 shares of Common Stock issuable upon exercise
of Intracoastal Warrant 5, (v) 12,083 shares of Common Stock issuable upon exercise of Intracoastal Warrant 6, and (vi) 244,958
shares of Common Stock issuable upon exercise of Intracoastal Warrant 7, and all such shares of Common Stock represented beneficial
ownership of approximately 0.6% of the Common Stock, based
on (1) 69,673,243 shares of Common Stock outstanding as of February 28, 2020 as reported by the Issuer, plus (2) 23,000,000
shares of Common Stock in the aggregate issued at the closing of the transaction contemplated by the SPA, (3) 16,000,000 shares
of Common Stock issued in the aggregate at the closing of a subsequent transaction pursuant to a second Securities Purchase Agreement
with the Issuer, dated March 4, 2020 (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission
on March 5, 2020), (4) 230,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, (5) 9,683 shares of Common
Stock issuable upon exercise of Intracoastal Warrant 3, (6) 55,555 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 4, (7) 55,000 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 5, (8) 12,083 shares of Common Stock issuable upon exercise of Intracoastal Warrant 6, and (9) 244,958 shares of Common
Stock issuable upon exercise of Intracoastal Warrant 7. The foregoing excludes 1,250,889 shares of Common Stock issuable upon
exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 in not exercisable until July 10, 2020 (and Intracoastal Warrant
2 also contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2
to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together
with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s
affiliates, of more than 9.99% of the Common Stock). Without such blocker provision (and assuming Intracoastal Warrant 2 was currently
exercisable), each of the Reporting Persons may have been deemed to have beneficial ownership of 1,858,168 shares of Common Stock.
(c)
Number of shares as to which each Reporting Person has:
(i)
Sole power to vote or to direct the vote: 0 .
(ii)
Shared power to vote or to direct the vote: 607,279
.
(iii)
Sole power to dispose or to direct the disposition of 0
.
(iv)
Shared power to dispose or to direct the disposition of 607,279
.
Item
5. Ownership of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of securities, check the following þ.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not
applicable.
Item
8. Identification and Classification of Members of the Group
Not
applicable.
Item
9. Notice of Dissolution of Group
Not
applicable.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
Date:
March 13, 2020
|
/s/
Mitchell P. Kopin
|
|
Mitchell
P. Kopin
|
|
|
|
/s/
Daniel B. Asher
|
|
Daniel
B. Asher
|
|
|
|
|
Intracoastal
Capital LLC
|
|
|
|
|
By:
|
/s/
Mitchell P. Kopin
|
|
|
Mitchell
P. Kopin, Manager
|
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without
the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Date:
March 13, 2020
|
/s/
Mitchell P. Kopin
|
|
Mitchell
P. Kopin
|
|
|
|
/s/
Daniel B. Asher
|
|
Daniel
B. Asher
|
|
|
|
|
Intracoastal
Capital LLC
|
|
|
|
|
By:
|
/s/
Mitchell P. Kopin
|
|
|
Mitchell
P. Kopin, Manager
|
Page 9 of 9