SAN DIEGO, Dec. 9, 2019 /PRNewswire/ -- Biocept, Inc.
(NASDAQ: BIOC) ("Biocept" or the "Company"), a leading commercial
provider of liquid biopsy solutions, today announced the pricing of
an underwritten public offering of 24,600,000 shares of its common
stock (or pre-funded warrants to purchase common stock in lieu
thereof) and warrants to purchase up to 24,600,000 shares of the
Company's common stock. Each share of common stock or
pre-funded warrant is being sold together with one warrant to
purchase one share of common stock at a combined price to the
public of $0.405 per share and
warrant. Gross proceeds, before underwriting discounts and
commissions and estimated offering expenses, are expected to be
approximately $10.0 million.
The warrants will be immediately exercisable at a price of
$0.405 per share of common stock and
will expire five years from the date of issuance.
Additionally, if the volume-weighted average price of our common
stock is below the exercise price per share of the warrants on any
trading day beginning the earlier of (i) 30 days from today, and
(ii) the trading day on which the aggregate trading volume of our
common stock is equal to more than three times the number of shares
of common stock sold in the offering, then the warrantholders may
elect to cashless exercise their warrants for a number of shares
equal to 50% of the shares issuable upon cash exercise. Each
pre-funded warrant has an exercise price of $0.01 per share, is exercisable immediately and
will expire when exercised in full. The shares of common
stock or the pre-funded warrants and the accompanying warrants, can
only be purchased together in the offering, but will be issued
separately and will be immediately separable upon issuance.
The offering is expected to close on or about December 11, 2019, subject to customary closing
conditions.
Maxim Group LLC is acting as the book-running manager and Dawson
James Securities, Inc. is acting as a co-manager in connection with
the offering.
Biocept also has granted to Maxim Group LLC a 45-day option to
purchase up to an additional 3,690,000 shares of common stock
and/or warrants to purchase up to 3,690,000 shares of common stock,
at the public offering price less discounts and commissions.
The offering is being conducted pursuant to the Company's
registration statement on Form S-1 (File No. 333-234459), as
amended, previously filed with and subsequently declared effective
by the Securities and Exchange Commission ("SEC"). A final
prospectus relating to the offering will be filed with the SEC and
will be available on the SEC's website at http://www.sec.gov.
Electronic copies of the final prospectus relating to this
offering, when available, may be obtained from Maxim Group LLC, 405
Lexington Avenue, 2nd Floor, New York,
NY 10174, at (212) 895-3745.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Biocept
Biocept, Inc. is a molecular diagnostics company with
commercialized assays for lung, breast, gastric, colorectal and
prostate cancers, and melanoma. The Company uses its proprietary
liquid biopsy technology to provide physicians with clinically
actionable information for treating and monitoring patients
diagnosed with cancer. The Company's patented Target Selector™
liquid biopsy technology platform captures and analyzes
tumor-associated molecular markers in both circulating tumor cells
(CTCs) and in circulating tumor DNA (ctDNA).
Forward-Looking Statements Disclaimer Statement
This press release contains forward-looking statements that are
based upon current expectations or beliefs, as well as a number of
assumptions about future events. Although we believe that the
expectations reflected in the forward-looking statements and the
assumptions upon which they are based are reasonable, we can give
no assurance that such expectations and assumptions will prove to
be correct. Forward-looking statements are generally identifiable
by the use of words like "may," "will," "should," "could,"
"expect," "anticipate," "estimate," "believe," "intend," or
"project" or the negative of these words or other variations on
these words or comparable terminology. To the extent that
statements in this release are not strictly historical, including
without limitation statements as to our ability to close the
offering and the gross proceeds from the offering, such statements
are forward-looking, and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
The reader is cautioned not to put undue reliance on these
forward-looking statements, as these statements are subject to
numerous risk factors as set forth in our SEC filings. The effects
of such risks and uncertainties could cause actual results to
differ materially from the forward-looking statements contained in
this release. We do not plan to update any such forward-looking
statements and expressly disclaim any duty to update the
information contained in this press release, except as required by
law. Readers are advised to review our filings with the SEC, which
can be accessed over the Internet at the SEC's website located at
www.sec.gov.
Contact:
LHA Investor Relations
Jody
Cain
Jcain@lhai.com
310-691-7100
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SOURCE Biocept, Inc.