BIOCEPT, INC. (NASDAQ:BIOC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As discussed below in Item 5.02, Biocept, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved amendments to the Company’s Amended and Restated 2013 Equity Incentive Plan, as amended (the “2013 Plan”), to, among other things, increase the number of shares of the Company’s common stock available for issuance under the 2013 Plan by 4,400,000. A summary of the material terms of the 2013 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on May29, 2018. That summary is qualified in its entirety by reference to the text of the 2013 Plan, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

On June 28, 2018, the Company held the Annual Meeting. As of May 14, 2018, the record date for the Annual Meeting, 68,213,349 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 49,727,112 shares of common stock were present in person or represented by proxy for the proposals summarized below.

Proposal 1:Election of Directors

The Company’s stockholders elected the three persons listed below to serve until the Company’s 2021 Annual Meeting of Stockholders. The final voting results are as follows:

Proposal 2:Ratification of the Selection of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection by the Audit Committee of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The final voting results are as follows:

Proposal 3:Approval of Amendments to Amended and Restated 2013 Equity Incentive Plan, as amended

The Company’s stockholders approved amendments to the Company’s Amended and Restated 2013 Equity Incentive Plan, as amended. The final voting results are as follows:

Proposal 5:Authorization to adjourn the Annual Meeting

The Company’s stockholders approved the authorization to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of Proposal 3 or Proposal 4. The final voting results are as follows:

At the time of the Annual Meeting, there were insufficient votes to pass Proposal 4, which sought to approve an amendment to the Company’s Certificate of Amendment of Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio in the range of 1:20 to 1:30. In accordance with the authority granted to the approval of Proposal 5, the Annual Meeting was adjourned

prior to voting on Proposal 4 to allow additional time for voting. The Annual Meeting will reconvene at 1:00 pm Pacific Time on July 6, 2018 at the offices of the Company, located at 5810 Nancy Ridge Drive, San Diego, California 92121. During the period of adjournment the Company will continue to accept stockholder votes on Proposal 4.

(d) Exhibits

BIOCEPT INC ExhibitEX-99.1 2 bioc-ex991_6.htm EX-99.1 bioc-ex991_6.htm   EXHIBIT 99.1 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.