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

BIOCEPT, INC. (NASDAQ:BIOC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

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On January 18, 2019, 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 offered to the Purchasers, in a registered direct offering, an aggregate of 990,000shares (the “Shares”) of common stock, par value $0.0001 per share. The Shares will be sold at a negotiated purchase price of $2.25 per share for aggregate gross proceeds to the Company of approximately $2.2 million,before deducting fees to the placement agents 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 15, 2018, and was declared effective on May 24, 2018 (File No. 333-224946).

Maxim Group LLC acted as the lead placement agent and Dawson James Securities, Inc. acted as co-placement agent for the Company (collectively, the “Placement Agents”), each on a “reasonable best efforts” basis, in connection with the offering. A copy of the Placement Agency Agreement, dated as of January 18, 2019, by and among the Company and the Placement Agents is attached hereto as Exhibit 10.2 and incorporated herein by reference (the “Placement Agency Agreement”). to the Placement Agency Agreement, the Placement Agents will be entitled to a cash fee of 6.5% of the gross proceeds paid to the Company for the securities and reimbursement of certain out-of-pocket expenses.

The foregoing summaries of the offering, the Purchase Agreement and the Placement Agency Agreement 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.

Item 8.01 Other Events

On January 18, 2019, 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.

Item 9.01 Financial Statements and Exhibits

BIOCEPT INC Exhibit
EX-5.1 2 bioc-ex51_8.htm EX-5.1 bioc-ex51_8.htm Charles J. Bair +1 858 550 6142 cbair@cooley.com                   Exhibit 5.1 January 18,…
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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.

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