BIOCEPT, INC. (NASDAQ:BIOC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
BIOCEPT, INC. (NASDAQ:BIOC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 27, 2017, the Board of Directors of Biocept, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately, in order to make the following changes to the Bylaws:
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to revise Section 5 of Article II of the Bylaws to provide that, in the absence of a quorum, the Chairman of a stockholders meeting shall have the power to adjourn the meeting; |
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to revise Section 6 of Article II of the Bylaws, which relates to the vote required to approve any matter brought before any meeting of stockholders; and |
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to add a new Article VIII of the Bylaws to provide that, unless the Company consents in writing to an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising to any provision of the General Corporation Law of Delaware, the certificate of incorporation of the Company or the Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine. |
The foregoing summary of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
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Item 5.03 |
Financial Statements and Exhibits. |
(d) Exhibits
BIOCEPT INC ExhibitEX-3.1 2 bioc-ex31_6.htm EX-3.1 bioc-ex31_6.htm Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BYLAWS OF BIOCEPT,…To view the full exhibit click here
About BIOCEPT, INC. (NASDAQ:BIOC)
Biocept, Inc. is an early commercial-stage molecular oncology diagnostics company. The Company develops and commercializes circulating tumor cell (CTC) and circulating tumor deoxyribonucleic acid (ctDNA), assays utilizing a standard blood sample, or liquid biopsy. The Company’s Target-Selector offering is based on an internally developed, microfluidics-based CTC capture and analysis platform, with enabling features that change how CTC testing can be used by clinicians by providing biomarker detection and monitoring requiring only a standard blood sample. The ctDNA technology enables mutation detection and is applicable to nucleic acid from CTCs or other sample types, such as blood plasma. The Company commercializes its Target-Selector assays for a range of solid tumor indications, such as breast cancer, non-small cell lung cancer (NSCLC), small cell lung cancer (SCLC), gastric cancer, colorectal cancer, prostate cancer and melanoma.
