BIOCEPT, INC. (NASDAQ:BIOC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On February 12, 2019, Biocept, Inc. (the “Company”) issued warrants to purchase shares of Common Stock with an exercise price per share of $1.20 (the “February Warrants”). On March 19, 2019, the Company issued warrants to purchase shares of Common Stock with an exercise price per share of $1.25 (the “March Warrants”). The February Warrants were immediately exercisable and are set to expire on February 12, 2024. The March Warrants were immediately exercisable and are set to expire on September 19, 2024.
On January 9, 2020, the Company entered into Warrant Amendments (the “Amendments”) with certain holders (“Holders”) of February Warrants that are exercisable for an aggregate of 2,167,258 shares of common stock and certain holders of March Warrants that are exercisable for an aggregate of 4,760,000 shares of common stock (such warrants, collectively, the “Original Warrants”). The Amendments provide that, commencing immediately following the delivery to the Holders of a prospectus supplement relating to the impact of the Amendments on the February Warrants and ending at 9:15 a.m. Eastern Time on January 9, 2020 (the “Modified Exercise Price Term”), the exercise price per share for the Original Warrants will be equal to $0.3495 but only with respect to a cash exercise under Section 2(a) of the Original Warrants. In addition, the Company and each Holder agreed that if and only if such Holder exercises all of the shares subject to the Holder’s Original Warrants to a cash exercise of such Original Warrants prior to the end of the Modified Exercise Price Time, the Company will issue to such Holder a new warrant (“New Warrant”) to purchase up to the same number of shares subject to such Holder’s Original Warrants. The New Warrants will be exercisable commencing on the six-month anniversary of the issuance date and will terminate on the date that is five-years and six-months following the issuance date. The New Warrants will have an exercise price per share of $0.3495.
The February Warrants and the underlying shares of Common Stock were registered to the Company’s Registration Statement on Form S-1 (File No. 333-228566), as amended, filed with SEC under the Securities Act of 1933, as amended (“Securities Act”) on November 28, 2018, which became effective on February 7, 2019, and the related prospectus dated February 12, 2019. The resale of the shares of Common Stock underlying the March Warrants was registered to the Company’s Registration Statement on Form S-1 (File No. 333-230797), as amended, filed with the SEC under the Securities Act on April 10, 2019, which became effective on April 23, 2019, and the related prospectus dated April 22, 2019.
The New Warrants and the shares of Common Stock issuable upon the exercise of the New Warrants are not being registered under the Securities Act, and are being offered to the exemption provided in Section 4(a)(2) under the Securities Act.
Maxim Group LLC acted as the exclusive financial advisor for the transaction and will receive a fee equal to 5.0% of the gross proceeds received by the Company from the exercise of the Original Warrants during the Modified Exercise Price Term.
The foregoing descriptions of the Amendments and the New Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of Amendment and New Warrant, copies of which are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.
Item 3.02 Unregistered Sale of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 3.03 Material Modification to Rights of Security Holders
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
BIOCEPT INC Exhibit
EX-4.1 2 bioc-ex41_6.htm EX-4.1 bioc-ex41_6.htm EXHIBIT 4.1 Amendment to Common Stock Purchase WarrantS This Amendment to Common Stock Purchase Warrants (this “Amendment”),…
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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.