BIOCEPT, INC. (NASDAQ:BIOC) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 of the Original Report to disclose the Company’s decision regarding how frequently it will conduct future stockholder advisory votes on the compensation of the Company’s named executive officers and to disclose an additional adjournment of the Annual Meeting until July 31, 2020. On August 4, 2020 the Company filed an Amendment No. 2 to further amend Item 5.07 of the Original Report (the “Second Amendment”) with the Securities and Exchange Commission to disclose an additional adjournment of the Annual Meeting until August 18, 2020. This Amendment No. 3 further amends Item 5.07 of the Original Report to report the final voting results on Proposal 4 from the Annual Meeting. No other changes have been made to the Original Report.
In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the complete text of Item 5.07 of the Original Report, as amended by the First Amendment and Second Amendment and as amended hereby, is set forth below.
On June 5, 2020, the Company held the Annual Meeting. As of April 20, 2020, the record date for the Annual Meeting, 131,100,133 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 82,925,527 shares of common stock were present in person or represented by proxy for the proposals summarized below.
Proposal 1:Election of Director
The Company’s stockholders elected the person listed below to serve until the Company’s 2023 Annual Meeting of Stockholders. The final voting results are as follows:
Proposal 2:Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection by the Audit Committee of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The final voting results are as follows:
Proposal 3:Approval of Amendment to Amended and Restated 2013 Equity Incentive Plan, as Amended
The Company’s stockholders approved an amendment to the Company’s Amended and Restated 2013 Equity Incentive Plan, as amended. The final voting results are as follows:
Proposal 4:Approval of Amendment to Amended and Restated 2013 Equity Incentive Plan, as Amended
The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio in the range of 1:5 to 1:30 with such ratio to be determined at the direction of the Company’s board of directors. The final voting results are as follows:
Proposal 5:Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement. The final voting results are as follows:
Proposal 6:Indication, on an Advisory Basis, of the Preferred Frequency of Stockholder Advisory Votes on the Compensation of the Company’s Named Executive Officers
The Company’s stockholders indicated, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers to be one year. The final voting results are as follows:
Proposal 7:Authorization to adjourn the Annual Meeting
The Company’s stockholders approved the authorization to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of Proposal 3 or Proposal 4. The final voting results are as follows:
At the time of the Annual Meeting on June 5, 2020, there were insufficient votes to pass Proposal 4, which sought to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio in the range of 1:5 to 1:30. In accordance with the authority granted to the approval of Proposal 7, on June 5, 2020, the Annual Meeting was adjourned prior to voting on Proposal 4 to allow additional time for voting. As announced during the Annual Meeting on June 5, 2020, the Annual Meeting was set to reconvene at 1:30 p.m. Pacific Time on July 1, 2020. During the reconvened Annual Meeting on July 1, 2020, the Annual Meeting was adjourned for a second time to allow additional time for voting on Proposal 4. As announced during the Annual Meeting on July 1, 2020, the Annual Meeting was set to reconvene at 1:30 p.m. Pacific Time on July 31, 2020. During the reconvened Annual Meeting on July 31, 2020, the Annual Meeting was adjourned for a third time to allow additional time for voting on Proposal 4. As announced during the reconvened Annual Meeting on July 31, 2020, the Annual Meeting was set to reconvene at 1:30 p.m. Pacific Time on August 18, 2020. During the reconvened Annual Meeting on August 18, 2020, the Company’s stockholders approved Proposal 4, as set forth above.
As previously reported in the Original Report, as amended, and as restated above, at the Annual Meeting on June 5, 2020, a stockholder advisory vote was held on the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers. Among the options presented to stockholders (every year, every 2 years or every 3 years), the greatest number of votes cast were in favor of holding a stockholder advisory vote on the compensation of the Company’s named executive
officers every year, which was also the frequency recommended to the stockholders by the Company’s Board of Directors. After considering the results of the stockholder advisory vote, the Company determined that it will hold a stockholder advisory vote on the compensation of the Company’s named executive officers every year, until the next stockholder advisory vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.
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.