BIOCEPT, INC. (NASDAQ:BIOC) Files An 8-K Entry into a Material Definitive Agreement

On December 5, 2017, Biocept, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers identified on the pages thereto (the “Purchasers”), to which the Company will offer to the Purchasers, in a registered direct offering, an aggregate of 4,925,000 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”) at a negotiated purchase price of $0.68 per share, for aggregate gross proceeds to the Company of approximately $3.3 million,before deducting fees to the placement agent and other estimated offering expenses payable by the Company. The Shares are being offered by the Company to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission on May 13, 2015, and was declared effective on May 21, 2015 (File No. 333-204138).

Per the terms of the Purchase Agreement, the Company has agreed to certain restrictions on future stock offerings, including that during the 45-day period following the closing, the Company will not issue (or enter into any agreement to issue) any shares of Common Stock or Common Stock equivalents, subject to certain exceptions.

Dawson James Securities, Inc. acted as the lead placement agent (the “Placement Agent”) and WestPark Capital, Inc. acted as co-placement agent for the Company, on a reasonable “best efforts” basis, in connection with the offering. A copy of the Placement Agency Agreement, dated as of December 5, 2017, by and between the Company and the Placement Agent is attached hereto as Exhibit 10.2 and incorporated herein by reference (the “Placement Agency Agreement”). to the Placement Agency Agreement, the Placement Agent will be entitled to a cash fee of 8.0% of the gross proceeds paid to the Company for the Shares and reimbursement of certain out-of-pocket expenses. The Company has also agreed to issue to the Placement Agent a warrant, exercisable beginning in six months, to purchase 246,250 shares of Common Stock at an exercise price equal to $0.85 per share (the “Placement Agent Warrant”).

The foregoing summaries of the offering, the Purchase Agreement, the Placement Agency Agreement and the Placement Agent Warrant, do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents. Copies of the form of Purchase Agreement and the Placement Agency Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.A copy of the Placement Agent Warrant will be filed by the Company as an exhibit to its Annual Report on Form 10-K for the year ending December31, 2017 and is incorporated herein by reference.

A copy of the opinion of Cooley LLP relating to the legality of the securities offered by the Company is attached as Exhibit 5.1 hereto.

On December 6, 2017, the Company issued a press release announcing the offering described in Item 1.01 above, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits

BIOCEPT INC ExhibitEX-5.1 2 bioc-ex51_9.htm EX-5.1 bioc-ex51_9.htm Charles J. Bair +1 858 550 6142 cbair@cooley.com                  Exhibit 5.1 December 6,…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.