BIOCEPT, INC. (NASDAQ:BIOC) Files An 8-K Other Events
Item 8.01 Other Events.
On March 4, 2020, Biocept, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional purchasers (the “Purchasers”), to which the Company offered to the Purchasers, in a registered direct offering, an aggregate of 16,000,000 shares (the “Shares”) of common stock, par value $0.0001 per share. The Shares will be sold at a negotiated purchase price of $0.41 per share for aggregate gross proceeds to the Company of approximately $6.6 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 15, 2018, and was declared effective on May 24, 2018 (File No. 333-224946).
Maxim Group LLC acted as the sole placement agent for the Company (the “Placement Agent”) on a “reasonable best efforts” basis, in connection with the offering. to a Placement Agency Agreement between the Company and the Placement Agent, dated March 4, 2020 (the “Placement Agency Agreement”), the Placement Agent will be entitled to a cash fee of 5.5% of the gross proceeds paid to the Company for the securities and reimbursement of certain out-of-pocket expenses.
The foregoing summaries of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 99.1 and 99.2, respectively, to this report.
A copy of the legal opinion and consent of Cooley LLP relating to the legality of the issuance and sale of the Shares in the offering is filed as Exhibit 5.1 to this report.
On March 5, 2020, the Company issued a press release announcing the pricing of the offering described above, a copy of which is filed as Exhibit 99.3 to this report.
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 [email protected] EXHIBIT 5.1 March 5,…
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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.
