|
|
|
|
|
|
SEC FILE NUMBER |
|
001-36284 |
|
|
|
CUSIP NUMBER |
|
09072V501 |
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
|
|
|
| (Check
one): |
|
☐ Form 10-K ☐ Form 20-F
☐ Form 11-K
☒ Form 10-Q
☐ Form 10-D ☐ Form N-CEN
☐ Form N-CSR
|
|
|
|
|
For Period Ended: September 30,
2022 |
|
|
|
|
☐ Transition Report on
Form 10-K |
|
|
|
|
☐ Transition Report on
Form 20-F |
|
|
|
|
☐ Transition Report on
Form 11-K |
|
|
|
|
☐ Transition Report on
Form 10-Q |
|
|
|
|
For the Transition Period Ended:
|
|
|
|
|
Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained
herein.
|
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Biocept, Inc.
Full Name of Registrant
N/A
Former Name if Applicable
9955 Mesa Rim Road
Address of Principal Executive Office (Street and
Number)
San Diego, California 92121
City, State and Zip Code
PART II — RULES 12b-25(b) AND
(c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
|
|
|
|
|
|
☒ |
|
(a) |
|
The reason described in reasonable detail in Part
III of this form could not be eliminated without unreasonable
effort or expense |
| |
(b) |
|
The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject
distribution report on Form 10-D, or portion thereof,
will be filed on or before the fifth calendar day following the
prescribed due date; and |
| |
(c) |
|
The accountant’s statement or other exhibit
required by Rule 12b-25(c) has been
attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
N-CEN, N-CSR, or the transition report or
portion thereof, could not be filed within the prescribed time
period.
As a result of (1) the need to complete the accounting review
of the financial statements of Biocept, Inc. (the “Registrant”) as
of and for the three and six months ended June 30, 2022 and
file the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2022, which Form 10-Q was filed on November 10,
2022, and (2) the ongoing accounting review of the
Registrant’s financial statements as of and for the three and nine
months ended September 30, 2022, which ongoing review includes
the Registrant’s analysis of previously reported material
weaknesses and the Registrant’s completion of its analysis of the
accounting for certain transactions, the Registrant is unable to
file its quarterly report on Form 10-Q for the quarter ended
September 30, 2022 without unreasonable effort and
expense.
PART IV — OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
|
|
|
Name and telephone number of person
to contact in regard to this notification |
|
|
|
|
|
|
|
|
|
|
|
Antonino Morales |
|
|
|
(858) |
|
|
|
320-8200 |
|
|
|
|
(Name) |
|
|
|
(Area Code) |
|
|
|
(Telephone Number) |
|
|
|
| (2) |
|
|
|
Have all other periodic reports
required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If
answer is no, identify
report(s). Yes ☒ No ☐ |
|
|
|
| (3) |
|
|
|
Is it anticipated that any
significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion
thereof? Yes ☐ No ☒ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
If so, attach an explanation of the
anticipated change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable estimate of the
results cannot be made. |
Biocept, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
|
|
|
|
|
| Date November 14, 2022 |
|
|
|
By |
|
/s/ Antonino Morales
|
|
|
|
|
|
|
Antonino Morales |
|
|
|
|
|
|
Interim Chief Financial Officer |