Amended Statement of Ownership (sc 13g/a)
February 11 2020 - 6:12AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Biocept, Inc.
(Name
of Issuer)
Common Stock, $0.0001 par value per share
(Title
of Class of Securities)
09072V402
(CUSIP
Number)
December 31, 2019
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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
1,973,168
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
1,973,168
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,973,168
(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)
4.5% (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
1,973,168
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
1,973,168
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,973,168 (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)
4.5% (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
1,973,168
|
7.
|
Sole
Dispositive Power
0
|
8.
|
Shared
Dispositive Power
1,973,168
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,973,168 (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)
4.5% (see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
OO
|
This Amendment No.
1 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the
Securities and Exchange Commission (the “SEC”) on February 19, 2019 (the “Schedule 13G”).
Except as set forth
below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13G.
Item 4. Ownership.
(a) and (b):
As of the
close of business on December 31, 2019, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,973,168
shares of Common Stock, which consisted of (i) 230,000 shares of Common Stock issuable
upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”), (ii) 9,683 shares of Common Stock
issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 2”), (iii)
55,555 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal (“Intracoastal Warrant
3”), (iv) 55,000 shares of Common Stock issuable upon exercise of a fourth
warrant held by Intracoastal (“Intracoastal Warrant 4”), (v) 12,083
shares of Common Stock issuable upon exercise of a fifth warrant held by Intracoastal (“Intracoastal Warrant 5”),
(vi) 1,190,000 shares of Common Stock issuable upon exercise of a sixth warrant held
by Intracoastal (“Intracoastal Warrant 6”), (vii) 115,000 shares
of Common Stock issuable upon exercise of a seventh warrant held by Intracoastal (“Intracoastal Warrant 7”),
(viii) 60,889 shares of Common Stock issuable upon exercise of a eight warrant held
by Intracoastal (“Intracoastal Warrant 8”), and (ix) 244,958 shares
of Common Stock issuable upon exercise of a ninth warrant held by Intracoastal (“Intracoastal Warrant 9”), and
all such shares of Common Stock represented beneficial ownership of approximately 4.5% of the Common Stock, based on (1) 42,218,235
shares of Common Stock outstanding as reported by the Issuer, plus (2) 230,000 shares of Common Stock issuable upon exercise of
Intracoastal Warrant 1, (3) 9,683 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2, (4) 55,555 shares of
Common Stock issuable upon exercise of Intracoastal Warrant 3, (5) 55,000 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 4, (6) 12,083 shares of Common Stock issuable upon exercise of Intracoastal Warrant 5, (7) 1,190,000 shares of Common Stock
issuable upon exercise of Intracoastal Warrant 6, (8) 115,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant
7, (9) 60,889 shares of Common Stock issuable upon exercise of Intracoastal Warrant 8, and (10) 244,958 shares of Common Stock
issuable upon exercise of Intracoastal Warrant 9,
(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:
1,973,168 .
(iii) Sole power to dispose or to direct the disposition
of 0 .
(iv) Shared power to dispose or to direct the disposition
of 1,973,168 .
|
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 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: February 11, 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 6 of 6
Biocept (NASDAQ:BIOC)
Historical Stock Chart
From Aug 2024 to Sep 2024
Biocept (NASDAQ:BIOC)
Historical Stock Chart
From Sep 2023 to Sep 2024