BIOCEPT, INC. (NASDAQ:BIOC) Files An 8-K Material Modification to Rights of Security Holders

BIOCEPT, INC. (NASDAQ:BIOC) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03

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Material Modification to Rights of Security Holders.

See Item 3.03 of this report which is incorporated into this Item 3.03 by this reference.

Item 3.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As discussed below in Item 3.03, the stockholders of Biocept, Inc. (the “Company”) approved a proposal to amend 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, such ratio to be determined in the discretion of the Company’s board of directors.

On July 6, 2018, to the approval of the Company’s board of directors, the Company effected a reverse stock split of the Company’s common stock at a ratio of 1:30 to the filing of a Certificate of Amendment of Certificate of Incorporation of Biocept, Inc. (the “Charter Amendment”).

The Charter Amendment provides that at the effective time of the reverse stock split, every 30 shares of the Company’s issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock, without any change in par value per share. The reverse stock split will affect all shares of the Company’s common stock outstanding immediately prior to the effective time of the reverse stock split, as well as the number of shares of common stock available for issuance under the Company’s Amended and Restated 2013 Equity Incentive Plan. In addition, the reverse stock split will effect a reduction in the number of shares of common stock issuable upon the exercise of stock options or warrants outstanding immediately prior to the effectiveness of the reverse stock split. No fractional shares will be issued in connection with the reverse stock split. Instead, the Company will issue one full share of the post-reverse stock split common stock to any stockholder who would have been entitled to receive a fractional share as a result of the process.

The Company anticipates that the common stock will began trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on July 10, 2018. The new CUSIP number for the Company’s common stock following the reverse stock split is 09072V 402.

The foregoing summary of the Charter Amendment is subject to, and qualified in its entirety by reference to the Charter Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 3.03

Submission of Matters to a Vote of Security Holders

On June 28, 2018, the Company held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”), at which the Company’s stockholders voted on and approved Proposals 1, 2, 3 and 5, as further described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2018. Prior to voting on Proposal 4, the Annual Meeting was adjourned until July 6, 2018, at 1 p.m. Pacific Time, to allow additional time for voting on Proposal 4, which sought toapprovean 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.

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 July 6, 2018 continuation of the Annual Meeting, 50,088,398 shares of common stock were present in person or represented by proxy.

At the July 6, 2018 continuation of the Annual Meeting, the Company’s stockholders approved 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. The final voting results are as follows:

Votes For

34,885,697

Votes Against

14,319,486

Abstentions

883,215

Broker Non-Votes

Forward-Looking Statements

Statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Risks are described more fully in the Company’s filings with the Securities and Exchange Commission, including without limitation the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other documents subsequently filed with or furnished to the Securities and Exchange Commission. All forward-looking statements contained in this Current Report on Form 8-K speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Item 3.03

Financial Statements and Exhibits.

(d) Exhibits

3.1Certificate of Amendment to Certificate of Incorporation of Biocept, Inc.


BIOCEPT INC Exhibit
EX-3.1 2 bioc-ex31_6.htm EX-3.1 bioc-ex31_6.htm     EXHIBIT 3.1   CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION 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.

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