BIOCQ / Biocept, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2023 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 BIOCEPT, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Numb

Biocept Reports Second Quarter 2023 Financial Results

Exhibit 99.1 Biocept Reports Second Quarter 2023 Financial Results SAN DIEGO—(BUSINESS WIRE)-Aug. 14, 2023— Biocept, Inc. (Nasdaq: BIOC), a leading provider of molecular diagnostic assays, products and services, reports financial results for the three and six months ended June 30, 2023 and provides a business update. “Biocept’s primary focus is establishing our proprietary cerebrospinal fluid assa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36284 Biocept, Inc. (Exact name

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 BIOCEPT, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number

US09072V6002 / BIOCEPT INC / Lind Global Fund II LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Biocept, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 09072V600 (CUSIP Number) May 26, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.0001 per share, of Biocept, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. June 2, 2023 LIND GLOBAL FUND II LP By: Lind Global Partners II LLC its Genera

876,470 Shares of Common Stock Pre-Funded Warrants to Purchase up to 300,000 Shares of Common Stock Warrants to Purchase up to 2,352,940 Shares of Common Stock

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-271355 876,470 Shares of Common Stock Pre-Funded Warrants to Purchase up to 300,000 Shares of Common Stock Warrants to Purchase up to 2,352,940 Shares of Common Stock We are offering 876,470 shares of common stock and accompanying warrants to purchase up to 1,752,940 shares of our common stock at a combined public offeri

As filed with the Securities and Exchange Commission on May 23, 2023

S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 23, 2023 Registration No.

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 [•] Shares of Common Stock (or Pre-Funded Warrants to Purchase [•] Shares of Common Stock in Lieu Thereof) Warrants to Purchase [•] Shares of Common Stock BIOCEPT, INC. UNDERWRITING AGREEMENT May [•], 2023 EF Hutton, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule I hereto 590 Madison Avenue, 39th Floor New York, NY 10022 La

Calculation of Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Biocept, Inc.

[signature page follows]

CORRESP May 23, 2023 VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Biocept, Inc. 5810 Nancy Ridge Drive San Diego, CA 92121

CORRESP Biocept, Inc. 5810 Nancy Ridge Drive San Diego, CA 92121 May 23, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jessica Ansart Re: Biocept, Inc. Registration Statement on Form S-1, as amended (File No. 333-271355) Request for Acceleration of Effective Date Ladies and Gentlemen: Biocept, Inc. (the “Compa

Biocept, Inc. 5810 Nancy Ridge Drive San Diego, CA 92121

CORRESP Biocept, Inc. 5810 Nancy Ridge Drive San Diego, CA 92121 May 19, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jessica Ansart Re: Biocept, Inc. Registration Statement on Form S-1, as amended (File No. 333-271355) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 unde

As filed with the Securities and Exchange Commission on May 19, 2023

S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 19, 2023 Registration No.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Biocept, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to Be

[signature page follows]

CORRESP May 19, 2023 VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Form of Common Stock Warrant.

EX-4.13 Exhibit 4.13 BIOCEPT, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Biocept, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder her

Biocept, Inc. 5810 Nancy Ridge Drive San Diego, CA 92121

CORRESP Biocept, Inc. 5810 Nancy Ridge Drive San Diego, CA 92121 May 18, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jessica Ansart Re: Biocept, Inc. Registration Statement on Form S-1, as amended (File No. 333-271355) Ladies and Gentlemen: Biocept, Inc. (the “Company”) hereby withdraws its request, dated Ma

May 18, 2023

CORRESP May 18, 2023 VIA EDGAR Securities and Exchange Commission 100 F Street, N.

As filed with the Securities and Exchange Commission on May 16, 2023

S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 16, 2023 Registration No.

Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on May 16, 2023).

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF BIOCEPT, INC. Biocept, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: FIRST: The name of this corporation is Biocept, Inc. and the date on which the Certificate of Incorporation of this corpora

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Biocept, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to Be

Biocept, Inc. 5810 Nancy Ridge Drive San Diego, CA 92121

CORRESP Biocept, Inc. 5810 Nancy Ridge Drive San Diego, CA 92121 May 16, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jessica Ansart Re: Biocept, Inc. Registration Statement on Form S-1, as amended (File No. 333-271355) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 unde

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2023 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number)

Form of Common Stock Warrant.

Exhibit 4.13 BIOCEPT, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Biocept, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder hereof or i

[signature page follows]

CORRESP May 16, 2023 VIA EDGAR Securities and Exchange Commission 100 F Street, N.

Biocept Reports First Quarter 2023 Financial Results

EX-99.1 Exhibit 99.1 Biocept Reports First Quarter 2023 Financial Results SAN DIEGO (May 10, 2023) – Biocept, Inc. (Nasdaq: BIOC), a leading provider of molecular diagnostic assays, products and services, reports financial results for the three months ended March 31, 2023 and provides a business update. “I’m exceptionally pleased with the progress being made with our FORESEE clinical trial, which

Form of Common Stock Warrant.

EX-4.13 Exhibit 4.13 BIOCEPT, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Biocept, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered holder her

Form of Pre-Funded Warrant.

EX-4.14 Exhibit 4.14 BIOCEPT, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK Warrant No.: [ ] Number of Shares of Common Stock: [ ] Date of Issuance: [ ], 2023 (“Issuance Date”) Biocept, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], the registered

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 [•] Shares of Common Stock (or Pre-Funded Warrants to Purchase [•] Shares of Common Stock in Lieu Thereof) Warrants to Purchase [•] Shares of Common Stock BIOCEPT, INC. UNDERWRITING AGREEMENT May [•], 2023 EF Hutton, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule I hereto 590 Madison Avenue, 39th Floor New York, NY 10022 La

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 BIOCEPT, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number)

As filed with the Securities and Exchange Commission on May 15, 2023

S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 15, 2023 Registration No.

Calculation of Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Biocept, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36284 Biocept, Inc. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Power of Attorney.

S-1 Table of Contents As filed with the Securities and Exchange Commission on April 20, 2023 Registration No.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Biocept, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to Be

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2023 BIOCEPT, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2023 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Numbe

Non-Employee Director Compensation Policy

Exhibit 10.16 Exhibit 10.16 BIOCEPT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the “Board”) of Biocept, Inc. (the “Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “Director Compensation Policy”). A Non-Emplo

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-36284 Biocept, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36284

Biocept Reports 2022 Financial Results

EX-99.1 Exhibit 99.1 Biocept Reports 2022 Financial Results SAN DIEGO (April 17, 2023) – Biocept, Inc. (Nasdaq: BIOC), a leading provider of molecular diagnostic assays, products and services, reports financial results for the 12 months ended December 31, 2022 and provides a business update. “I could not be prouder of my Biocept colleagues as together we have worked tirelessly to streamline operat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 BIOCEPT, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Numbe

Employment Agreement, dated December 27, 2021, by and between the Registrant and Darrell Taylor, as amended (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 17, 2023)

Exhibit 10.11 BIOCEPT, INC. Darrell Taylor, Esq. 1345 Belleview Avenue Cardiff, CA 92007 Re: Offer of Employment Dear Darrell: Biocept, Inc. (the “Company”) is pleased to offer you at-will employment in the position of Chief Legal and Compliance Officer (“CLO”) on the terms and conditions set forth in this letter agreement (the “Agreement”). 1. Employment by the Company. Your employment with the C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 BIOCEPT, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Numbe

Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 10, 2023).

EX-3.1 Exhibit 3.1 BIOCEPT, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Biocept, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of directors of the Corp

Purchase Agreement, dated April 10, 2023, by and between Biocept, Inc. and the purchaser named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 10, 2023)

EX-10.1 Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is made as of April 10, 2023, by and between the purchaser listed on Exhibit A attached hereto (the “Purchaser”) and Biocept, Inc., a Delaware corporation (the “Company”). RECITALS C. The Company desires to sell to the Purchaser, and the Purchaser desires to purchase from the Company, one share of Series B Preferred

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ T

NT 10-K SEC FILE NUMBER 001-36284 CUSIP NUMBER 09072V501 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Numbe

Biocept to Explore Strategic Alternatives and Implement Restructuring Plan

Exhibit 99.1 Biocept to Explore Strategic Alternatives and Implement Restructuring Plan SAN DIEGO (January 6, 2023) ? Biocept, Inc. (NasdaqCM: BIOC) today announced that it has commenced a process to explore and evaluate strategic alternatives to enhance shareholder value. Biocept has engaged EF Hutton, division of Benchmark Investments, Inc., as its financial advisor to assist in this process. Po

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2023 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Numb

Biocept Reports Third Quarter 2022 Financial Results

EX-99.1 Exhibit 99.1 Biocept Reports Third Quarter 2022 Financial Results • CNSide™ study data featured in three poster presentations at leading neuro-oncology annual meeting • Participates in UCSF investigator-initiated study to better understand the development and progression of metastatic breast cancer to the central nervous system • CNSide orders increased 8% over 2Q 2022 and 176% versus 3Q 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36284 Biocept, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2022 BIOCEPT, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Nu

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2022 ☐

NT 10-Q 1 d401145dnt10q.htm NT 10-Q SEC FILE NUMBER 001-36284 CUSIP NUMBER 09072V501 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐

Biocept Reports Second Quarter 2022 Financial Results

Exhibit 99.1 Biocept Reports Second Quarter 2022 Financial Results ? Included first revenue from biopharma collaborator using CNSide? in their therapeutics clinical trial ? First site opened for patient enrollment in the FORESEE trial to generate evidence of CNSide?s clinical utility ? Expanded the commercial availability of CNSide to metastatic melanoma ? CNSide? orders increased 14% over 1Q 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36284 Biocept, Inc. (Exact name

Second Amendment to Assignment and Exclusive Cross-License Agreement with Aegea, dated May 24, 2022, by and between Biocept, Inc. and Aegea Biotechnologies (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on November 10, 2022).

EXHIBIT 10.1 SECOND AMENDMENT TO ASSIGNMENT AND EXCLUSIVE CROSS-LICENSE AGREEMENT THIS SECOND AMENDMENT TO ASSIGNMENTAND EXCLUSTVE CROSS-LICENSE AGREEMENT (the "Second Amendment") is entered into effective as of May 24, 2022 (the "Effective Date") by and between AEGEA BIOTECHNOLOGIES, a California corporation ("Aegea"), and BIOCEPT, INC., a Delaware corporation ("Biocept"). RECITALS WHEREAS, Aegea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2022 BIOCEPT, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Num

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Trans

NT 10-Q 1 d366135dnt10q.htm NT 10-Q SEC FILE NUMBER 001-36284 CUSIP NUMBER 09072V501 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Tran

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number

TM Forward-Looking Statements This presentation contains, and any accompanying oral presentation would no doubt contain, forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, regarding Biocept, Inc. a

Exhibit 99.1 TM Corporate Overview July 2022 Nasdaq: BIOC www.biocept.com 1 | ? 2022 Biocept, Inc. TM Forward-Looking Statements This presentation contains, and any accompanying oral presentation would no doubt contain, forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, regarding Biocept, Inc. and our business. Forward-looking statements include

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEFA14A 1 d309090ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Biocept Reports First Quarter 2022 Financial Results

Exhibit 99.1 Biocept Reports First Quarter 2022 Financial Results ? Net revenues of $19.9 million up 12% over Q1 2021 ? CNSide? assay volume up 219% over Q1 2021 and up 70% over Q4 2021 ? Expanded CNSide customer base with additional oncologists from six leading cancer centers ? Previews re-focused and rationalized strategy following comprehensive business review Business update conference call to

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36284 Biocept, Inc. (Exact nam

Biocept, Inc. Amended and Restated 2013 Equity Incentive Plan, Form of Stock Option Grant Notice, Option Agreement, Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit agreement for use thereunder, as amended.

Exhibit 10.1 BIOCEPT, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN Adopted by the Board of Directors: July 31, 2013 Approved by the Stockholders: August 6, 2013 Amended and Restated by the Board of Directors: April 28, 2015 Approved by the Stockholders: June 16, 2015 Amended by the Board: July 25, 2016 Amended by the Board: March 27, 2017 Approved by the Stockholders: May 2, 2017 Amended b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Tran

NT 10-Q 1 d278697dnt10q.htm NT 10-Q SEC FILE NUMBER 001-36284 CUSIP NUMBER 09072V501 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Tra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

DEF 14A 1 d231051ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com

Letter from Mayer Hoffman McCann P.C. to the Securities and Exchange Commission, dated April 11, 2022.

Exhibit 16.1 April 11, 2022 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Commissioners: We have read Item 4.01 of Biocept, Inc.?s Form 8-K dated April 11, 2022, and we agree with the statements set forth in Item 4.01, insofar as they relate to our firm. We have no basis to agree or disagree with other statements made by the registrant contained in Item 4.01. Very tru

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Biocept, Inc. (Exact name of Registrant as Specified in its Charter) Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Amended and Resta

As filed with the Securities and Exchange Commission on April 8, 2022

As filed with the Securities and Exchange Commission on April 8, 2022 Registration No.

Up to $10,219,945 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-237837 AMENDMENT NO. 1 DATED APRIL 8, 2022 To Prospectus Supplement dated May 12, 2021 (To Prospectus dated May 8, 2020) Up to $10,219,945 Common Stock We previously entered into a Controlled Equity OfferingSM Sales Agreement, or Sales Agreement, with Cantor Fitzgerald & Co., or Cantor, relating to shares of our common stock, $0.0001 par value

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number

Biocept Reports 2021 Fourth Quarter and Full Year Financial Results

Exhibit 99.1 Biocept Reports 2021 Fourth Quarter and Full Year Financial Results ? Fourth quarter net revenues of $14.0 million driven by RT-PCR COVID-19 testing volume ? Full year net revenues of $61.2 million increased 123% over the prior year ? Positive operating cash flow for 2021 of $3.7 million ? Cash and cash equivalents at 2021 year-end of $28.9 million ? CNSide? sequential-quarter volume

BIOCEPT, INC.

Exhibit 10.19 BIOCEPT, INC. February 15, 2022 Michael W. Nall [email protected] Dear Michael: This letter sets forth the substance of the separation agreement (the ?Agreement?) that Biocept, Inc. (the ?Company?) is offering to you to aid in your employment transition. 1.SEPARATION. Your last day of work with the Company and your employment termination date will be February 15, 2022 (the ?S

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.15 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to that certain Employment Agreement (this ?Amendment?) is entered into effective as of February 18, 2022, by and between Biocept, Inc., a Delaware corporation (?Company?), and Darrell Taylor (?Employee?). RECITALS Whereas, Company and Employee are parties to that certain Employment Agreement, made and effective as of Decem

BIOCEPT, INC.

Exhibit 10.20 BIOCEPT, INC. February 15, 2022 Timothy Kennedy [email protected] Dear Timothy: This letter sets forth the substance of the separation agreement (the ?Agreement?) that Biocept, Inc. (the ?Company?) is offering to you to aid in your employment transition. 1.SEPARATION. Your last day of work with the Company and your employment termination date will be February 15, 2022 (the ?Separa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-36284 Biocept, Inc.

Description of Common Stock (incorporated by reference to Exhibit 4.3 of the Registrant’s Annual Report on Form 10-K filed with the SEC on April 5, 2022).

Exhibit 4.3 DESCRIPTION OF COMMON STOCK General The following description summarizes the material terms of our common stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this ?Description of Common Stock,? you should refer to our amended and restated certificate of incorporation, as amende

Biocept, Inc. Non-Employee Director Compensation Policy, as amended (incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 5, 2022)

Exhibit 10.16 BIOCEPT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the ?Board?) of Biocept, Inc. (the ?Company?) who is a non-employee director of the Company (each such member, a ?Non-Employee Director?) will receive the compensation described in this Non-Employee Director Compensation Policy (the ?Director Compensation Policy?). A Non-Employee Director m

Biocept, Inc. Amended and Restated 2013 Equity Incentive Plan, Form of Stock Option Grant Notice, Option Agreement, Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit agreement for use thereunder, as amended (incorporated by reference to Exhibit 10.8 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on April 5, 2022).

Exhibit 10.8 BIOCEPT, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN Adopted by the Board of Directors: July 31, 2013 Approved by the Stockholders: August 6, 2013 Amended and Restated by the Board of Directors: April 28, 2015 Approved by the Stockholders: June 16, 2015 Amended by the Board: July 25, 2016 Amended by the Board: March 27, 2017 Approved by the Stockholders: May 2, 2017 Amended b

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ T

NT 10-K 1 d292275dnt10k.htm NT 10-K SEC FILE NUMBER 001-36284 CUSIP NUMBER 09072V501 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐

Biocept Reports Unaudited 2021 Revenue and Year-End Cash Balance

Exhibit 99.1 Biocept Reports Unaudited 2021 Revenue and Year-End Cash Balance SAN DIEGO (March 31, 2022) ? Biocept, Inc. (Nasdaq: BIOC), a leading provider of molecular diagnostic assays, products and services, reports unaudited net revenue for 2021 of $61.2 million and cash and cash equivalents as of December 31, 2021 of approximately $28 million. ?Revenue reached a record high in 2021, up 123% o

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Numbe

Second Amendment to Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 24, 2022).

Exhibit 3.1 SECOND AMENDMENT TO AMENDED AND RESTATED BYLAWS OF BIOCEPT, INC. The Amended and Restated Bylaws, as amended (the ?Bylaws?), of Biocept, Inc., a Delaware corporation (the ?Company?), are hereby amended as follows, effective as of March 22, 2022. 1. Section 5 of Article II of the Bylaws is hereby amended and restated in its entirety to read as follows: ?Section 5. Quorum; Adjournment. E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number

Employment Offer Letter, dated March 4, 2022, by and between the Registrant and Philippe Marchand, Ph.D. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 8, 2022)

Exhibit 10.1 BIOCEPT, INC. March 4, 2022 Philippe Marchand, Ph.D. Re: Offer of Employment Dear Philippe: Biocept, Inc. (the ?Company?) is pleased to offer you at-will employment in the position of Chief Operations Officer (?COO?) on the terms and conditions set forth in this letter agreement (the ?Agreement?). 1. Employment by the Company. Your employment with the Company shall begin on March 7, 2

Employment Offer Letter, dated February 15, 2022, by and between the Registrant and Antonino Morales (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 16, 2022).

Exhibit 10.2 BIOCEPT, INC. February 15, 2022 Re: Offer of Employment Dear Antonino: Biocept, Inc. (the ?Company?) is pleased to offer you at-will employment in the position of Interim Chief Financial Officer (?Interim CFO?) on the terms and conditions set forth in this letter agreement (the ?Agreement?). 1. Employment by the Company. Your employment with the Company shall begin on February 15, 202

Employment Offer Letter, dated February 15, 2022, by and between the Registrant and Samuel D. Riccitelli (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 16, 2022).

Exhibit 10.1 BIOCEPT, INC. February 15, 2022 Re: Offer of Employment Dear Samuel: Biocept, Inc. (the ?Company?) is pleased to offer you at-will employment in the position of Interim Chief Executive Officer (?Interim CEO?) on the terms and conditions set forth in this letter agreement (the ?Agreement?). 1. Employment by the Company. Your employment with the Company shall begin on February 15, 2022

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36284

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2022 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Num

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Nu

November 16, 2021 (333-261093)

As filed with the Securities and Exchange Commission on November 15, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36284 Biocept, Inc. (Exact

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2021 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Nu

Biocept Reports Third Quarter 2021 Financial Results

EX-99.1 2 bioc-ex9916.htm EX-99.1 EXHIBIT 99.1 Biocept Reports Third Quarter 2021 Financial Results • Revenues for the third quarter of $17.5 million, up 165% over prior-year quarter, driven by increased RT-PCR COVID-19 testing, resulting in profitability; cash balance of $27.7 million at quarter-end • Robust CNSide™ sequential-quarter volume growth; continued customer base expansion • Data genera

Amended and Restated 2013 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 16, 2021)

EXHIBIT 10.2 BIOCEPT, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN Adopted by the Board of Directors: July 31, 2013 Approved by the Stockholders: August 6, 2013 Amended and Restated by the Board of Directors: April 28, 2015 Approved by the Stockholders: June 16, 2015 Amended by the Board: July 25, 2016 Amended by the Board: March 27, 2017 Approved by the Stockholders: May 2, 2017 Amended b

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36284 Biocept, Inc. (Exact name

Biocept Reports Second Quarter 2021 Financial Results

EX-99.1 2 bioc-ex9916.htm EX-99.1 EXHIBIT 99.1 Biocept Reports Second Quarter 2021 Financial Results • Second quarter revenues of $12.0 million driven by RT-PCR COVID-19 testing • Continued sequential-quarter CNSide™ volume growth with customer base expanding to more than 30 leading U.S. academic institutions, including multiple repeat users • Issued coverage with high-value payment by Medicare fo

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2021 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2021 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number

Other Events

8-K/A 1 bioc-8ka20210611.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other

Other Events

8-K 1 bioc-8k20210611.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorpor

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 bioc-8k20210512.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2021 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorpora

Up to $25,000,000 Common Stock

424B5 1 bioc-424b5.htm 424B5 Filed pursuant to Rule 424(b)(5) Registration No. 333-237837 PROSPECTUS SUPPLEMENT (To Prospectus dated May 8, 2020) Up to $25,000,000 Common Stock We have entered into a sales agreement with Cantor Fitzgerald & Co., or Cantor Fitzgerald, relating to shares of our common stock, $0.0001 par value per share, offered by this prospectus supplement and the accompanying pros

Controlled Equity OfferingSM Sales Agreement, dated May 12, 2021, by and between Biocept, Inc. and Cantor Fitzgerald & Co.

EXHIBIT 1.1 BIOCEPT, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement May 12, 2021 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Biocept, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with Cantor Fitzgerald & Co. (the ?Agent?), as follows: 1.Issuance and Sale of Shares

Biocept Reports First Quarter 2021 Financial Results

EXHIBIT 99.1 Biocept Reports First Quarter 2021 Financial Results ? Revenues of $17.8 million were driven by RT-PCR COVID-19 testing ? Initiated full commercial launch of CNSide? cerebrospinal fluid assay for diagnosing and managing patients with metastatic cancer involving the central nervous system ? Received approximately 390,000 COVID-19 samples since June 2020 ? Hosted KOL webinar with leadin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36284 Biocept, Inc. (Exact nam

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 bioc-8k20210512.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2021 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorpora

- DEF 14A

DEF 14A 1 bioc-def14a20210611.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Ru

Annual Report - 10-K

Thanks, M UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-36284 Bioc

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 bioc-8k20210329.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2021 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorpo

Biocept Reports 2020 Fourth Quarter and Full Year Financial Results Q4 features revenues of $18.5 million; 2020 revenues reach $27.5 million driven by COVID-19 testing Introduces strategy to establish proprietary CSF assay as the standard of care in

EXHIBIT 99.1 Biocept Reports 2020 Fourth Quarter and Full Year Financial Results Q4 features revenues of $18.5 million; 2020 revenues reach $27.5 million driven by COVID-19 testing Introduces strategy to establish proprietary CSF assay as the standard of care in detecting cancer that has metastasized to the brain or central nervous system Conference call begins at 4:30 p.m. Eastern time today SAN

December 23, 2020 (333-251676)

As filed with the Securities and Exchange Commission on December 23, 2020 Registration No.

Biocept, Inc. Amended and Restated 2013 Equity Incentive Plan, Form of Stock Option Grant Notice, Option Agreement, Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit agreement for use thereunder.

EXHIBIT 99.1 BIOCEPT, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN Adopted by the Board of Directors: July 31, 2013 Approved by the Stockholders: August 6, 2013 Amended and Restated by the Board of Directors: April 28, 2015 Approved by the Stockholders: June 16, 2015 Amended by the Board: July 25, 2016 Amended by the Board: March 27, 2017 Approved by the Stockholders: May 2, 2017 Amended b

Specimen Common Stock certificate of Biocept, Inc. (incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 16, 2020).

EXHIBIT 4.2 Exhibit 4.2 COMMON STOCK THIS CERTIFIES THAT is the owner of Fully paid and non-assessable common shares, $0.0001 par value, of Biocept, inc. transferable on the books of the Corporation by the holder hereof in person or by attorney upon surrender of this certificate properly endo. This certificate is not valid until counteraigned and registered by the transfer Agent and Registrar. in

Employment Agreement between the Registrant and Michael C. Dugan, M.D., dated August 10, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 16, 2020).

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into by and between Biocept, Inc., a Delaware corporation (the “Company”), and Michael Dugan, M.D. (“Employee”), and shall be effective as of August 10, 2020 (the “Effective Date”). Whereas, the Company desires to employ Employee, and Employee desires to accept employment with the Company, on the terms and co

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36284 Biocept, Inc. (Exact

Biocept Reports Third Quarter 2020 Financial Results Revenues of $6.6 million – a result of decision to offer COVID-19 testing Conference call begins at 4:30 p.m. Eastern time today

EXHIBIT 99.1 Biocept Reports Third Quarter 2020 Financial Results Revenues of $6.6 million – a result of decision to offer COVID-19 testing Conference call begins at 4:30 p.m. Eastern time today SAN DIEGO (November 12, 2020) – Biocept, Inc. (Nasdaq: BIOC), a leading commercial provider of molecular diagnostic assays, products and services designed to provide physicians with clinically actionable i

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Nu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Num

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File N

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Nu

Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on September 4, 2020).

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF Biocept, INC. Biocept, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: First: The name of this corporation is Biocept, Inc. and the date on which the Certificate of Incorporation of this corporation wa

Submission of Matters to a Vote of Security Holders - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 3) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Com

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36284 Biocept, Inc. (Exact name

First Amendment to Employment Agreement between the Registrant and Michael Terry, dated September 11, 2018 (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020).

EX-10.6 4 bioc-ex106261.htm EX-10.6 EXHIBIT 10.6 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (the “Amendment”) is entered by and between Biocept, Inc., a Delaware corporation (the “Company”), and Michael Terry (“Employee”) and shall be effective as of September 11, 2018 (the “Amendment Effective Date”). Whereas, the Company and Employee are parties to that

Amendment to Lease Agreement, dated June 5, 2020, by and between the Registrant and ARE-SD Region No. 18, LLC.

Page - 1 EXHIBIT 10.4 FIFTH AMENDMENT TO LEASE This Fifth Amendment (this “Fifth Amendment“) to Lease is made as of 6/5, 2020, by and between ARE-SD REGION NO. 18, LLC, a Delaware limited liability company (“Landlord”), and BIOCEPT, INC., a Delaware corporation (“Tenant”). RECITALS A.Landlord and Tenant have entered into that certain Lease Agreement dated as of March 31, 2004, as amended by that c

Employment Agreement between Registrant and Cory Dunn, dated February 1, 2020 (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020).

EX-10.7 5 bioc-ex107260.htm EX-10.7 EXHIBIT 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into by and between Biocept, Inc., a Delaware corporation (the “Company”), and Cory Dunn(“Employee”), and shall be effective as of February 1, 2020 (the “Effective Date”). Whereas, the Company desires to ensure Employee continues her employment by the Company, and Employee

Lease Agreement, dated June 1, 2020, by and between Registrant and 9955 Mesa Rim A DE LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2020).

EXHIBIT 10.3 SINGLE-TENANT LEASE (TRIPLE NET) LANDLORD: 9955 MESA RIM, A DE LLC, a Delaware limited liability company TENANT: BIOCEPT, INC., a Delaware corporation TABLE OF CONTENTS Page 1. Lease of Premises1 2. Term2 3. Rent3 4. Triple-Net Lease4 5. Security Deposit5 6. Use5 7. Payments and Notices7 8. Brokers8 9. Surrender8 10. Taxes9 11. Repairs9 12. Alterations10 13. Liens11 14. Assignment and

Biocept Reports Second Quarter 2020 Financial Results Conference call begins at 4:30 p.m. Eastern time today

EXHIBIT 99.1 Biocept Reports Second Quarter 2020 Financial Results Conference call begins at 4:30 p.m. Eastern time today SAN DIEGO (August 12, 2020) – Biocept, Inc. (Nasdaq: BIOC), a leading provider of molecular technologies designed to provide physicians with clinically actionable information to improve the outcomes of patients, reports financial results for the three and six months ended June

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Numb

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Com

- DEFA14A

DEFA14A 1 bioc-defa14a20200716.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by R

- DEFA14A

DEFA14A 1 bioc-defa14a20200709.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by R

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number)

BIOCEPT, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN Adopted by the Board of Directors: July 31, 2013 Approved by the Stockholders: August 6, 2013 Amended and Restated by the Board of Directors: April 28, 2015 Approved by the Stockholders: J

EX-99.1 2 bioc-ex99118.htm EX-99.1 EXHIBIT 99.1 BIOCEPT, INC. AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN Adopted by the Board of Directors: July 31, 2013 Approved by the Stockholders: August 6, 2013 Amended and Restated by the Board of Directors: April 28, 2015 Approved by the Stockholders: June 16, 2015 Amended by the Board: July 25, 2016 Amended by the Board: March 27, 2017 Approved by the

- DEFA14A

DEFA14A 1 bioc-defa14a20200610.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by R

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number)

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐Definitive Proxy Statemen

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36284 Biocept, Inc. (Exact nam

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number)

Biocept Reports First Quarter 2020 Financial Results Revenues of $1.4 million increased 41%, revenue per accession increased 27% Conference call begins at 4:30 p.m. Eastern time today

EXHIBIT 99.1 MAY 13, 2020 Biocept Reports First Quarter 2020 Financial Results Revenues of $1.4 million increased 41%, revenue per accession increased 27% Conference call begins at 4:30 p.m. Eastern time today SAN DIEGO (May 13, 2020) – Biocept, Inc. (NASDAQ: BIOC), a leading provider of molecular technologies designed to provide physicians with clinically actionable information to improve the out

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒Definitive Proxy Statemen

Form of Preferred Stock Warrant Agreement and Warrant Certificate.

EXHIBIT 4.27 BIOCEPT, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [], 20 BIOCEPT, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT Preferred Stock Warrant Agreement (this “Agreement”), dated as of between Biocept, Inc., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having

- S-3

As filed with the Securities and Exchange Commission on April 24, 2020 Registration No.

Form of Common Stock Warrant Agreement and Warrant Certificate.

EXHIBIT 4.26 BIOCEPT, INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [], 20 BIOCEPT, INC. FORM OF COMMON STOCK WARRANT AGREEMENT Common Stock Warrant Agreement (this “Agreement”), dated as of between Biocept, Inc., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having a corpor

Form of Indenture, between the Registrant and one or more trustees to be named.

EXHIBIT 4.23 BIOCEPT, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt Securities Table Of Contents Page article 1 DEFINITIONS1 Section 1.01 Definitions of Terms1 article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES5 Section 2.01 Designation and Terms of Securities5 Section 2.02 Form of Securities and Trustee’s Certificate8 Section 2.03 Deno

Specimen Common Stock certificate of Biocept, Inc.

EXHIBIT 4.2 Common stock BIOC 1350 Biocept incorporated under the laws of the state of delaware see reverse side for certain definitions CUSIP 09072V 40 2 This certifies that is the owner of Fully paid and non-assessable common shares, $0.0001 par value, of Biocept, Inc. transferable on the books of the corporation by the holder hereof in person or by Attorney upon surrender of this certificate pr

Form of Debt Securities Warrant Agreement and Warrant Certificate.

EXHIBIT 4.28 BIOCEPT, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [], 20 BIOCEPT, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT Debt Securities Warrant Agreement (this “Agreement”), dated as of between Biocept, Inc., a Delaware corporation (the “Company”), and , a [corporation] [national banking association] organized and existing under the laws of and having

BIOC / Biocept, Inc. PRE 14A - - PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐Definitive Proxy Statemen

Biocept, Inc. 22,300,000 Shares of Common Stock

424B5 1 bioc-424b5.htm 424B5 Filed pursuant to Rule 424(b)(5) Registration No. 333-224946 PROSPECTUS SUPPLEMENT (To Prospectus dated May 24, 2018) Biocept, Inc. 22,300,000 Shares of Common Stock We are offering 22,300,000 shares of our Common Stock, par value $0.0001 per share (the “Common Stock”), directly to certain institutional accredited investors pursuant to this prospectus supplement and th

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EXHIBIT 99.2 April 14, 2020 Mr. Michael W. Nall Chief Executive Officer and President Biocept, Inc. 5810 Nancy Ridge Drive San Diego, CA 92121 Dear Mr. Nall: This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Biocept, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), pursuant to which the Placem

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Numbe

SECURITIES PURCHASE AGREEMENT

EXHIBIT 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 14, 2020, between Biocept, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

Biocept Announces Pricing of $10.3 Million Registered Direct Offering Priced At-The-Market

EXHIBIT 99.3 Biocept Announces Pricing of $10.3 Million Registered Direct Offering Priced At-The-Market SAN DIEGO (April 14, 2020) - Biocept, Inc. (NASDAQ: BIOC) ("Biocept" or the "Company"), a leading commercial provider of liquid biopsy tests designed to provide physicians with clinically actionable information to improve the outcomes of patients diagnosed with cancer, today announced that on Ap

Financial Statements and Exhibits

8-K 1 bioc-8k20200409.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorpor

Biocept to Begin COVID-19 Testing Company to provide FDA-approved for EUA testing in its San Diego lab to assist physician clients in the fight against the coronavirus pandemic

EXHIBIT 99.1 Biocept to Begin COVID-19 Testing Company to provide FDA-approved for EUA testing in its San Diego lab to assist physician clients in the fight against the coronavirus pandemic SAN DIEGO (April 9, 2020) – Biocept, Inc. (NASDAQ: BIOC), a leading commercial provider of liquid biopsy tests designed to provide physicians with clinically actionable information to improve the outcomes of pa

Description of Common Stock.

Exhibit 4.3 DESCRIPTION OF COMMON STOCK General The following description summarizes the material terms of our common stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this “Description of Common Stock,” you should refer to our amended and restated certificate of incorporation, as amende

Form 10-K

10-K 1 bioc-10k20191231.htm 10-K Thanks, M UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commi

Biocept Reports 2019 Fourth Quarter and Full Year Financial Results

EXHIBIT 99.1 Biocept Reports 2019 Fourth Quarter and Full Year Financial Results • Fourth quarter revenues reached a record $1.8 million, up 108% over the fourth quarter of 2018 and up 17% over the third quarter of 2019 • Fourth quarter commercial revenues increased 94% over the fourth quarter of 2018 and increased 11% over the third quarter of 2019 • Fourth quarter cost of revenues per accession

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 bioc-8k20200325.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorpo

BIOC / Biocept, Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Biocept, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 09072V402 (CUSIP Number) March 2, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

SECURITIES PURCHASE AGREEMENT

EXHIBIT 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 4, 2020, between Biocept, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

Biocept, Inc. 16,000,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-224946 PROSPECTUS SUPPLEMENT (To Prospectus dated May 24, 2018) Biocept, Inc. 16,000,000 Shares of Common Stock We are offering 16,000,000 shares of our Common Stock, par value $0.0001 per share (the “Common Stock”), directly to certain institutional accredited investors pursuant to this prospectus supplement and the accompanying prospectus. Ou

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EXHIBIT 99.2 March 4, 2020 Mr. Michael W. Nall Chief Executive Officer and President Biocept, Inc. 5810 Nancy Ridge Drive San Diego, CA 92121 Dear Mr. Nall: This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Biocept, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), pursuant to which the Placeme

Biocept Announces Pricing of $6.6 Million Registered Direct Offering Priced At-The-Market

EXHIBIT 99.3 Biocept Announces Pricing of $6.6 Million Registered Direct Offering Priced At-The-Market SAN DIEGO, March 5, 2020 - Biocept, Inc. (NASDAQ: BIOC) ("Biocept" or the "Company"), a leading commercial provider of liquid biopsy tests designed to provide physicians with clinically actionable information to improve the outcomes of patients diagnosed with cancer, today announced that on March

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number

Biocept Announces Pricing of $9.2 Million Registered Direct Offering Priced At-The-Market

EXHIBIT 99.3 Biocept Announces Pricing of $9.2 Million Registered Direct Offering Priced At-The-Market SAN DIEGO, March 2, 2020 - Biocept, Inc. (NASDAQ: BIOC) ("Biocept" or the "Company"), a leading commercial provider of liquid biopsy tests designed to provide physicians with clinically actionable information to improve the outcomes of patients diagnosed with cancer, today announced that it has e

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number

SECURITIES PURCHASE AGREEMENT

EXHIBIT 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 2, 2020, between Biocept, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

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EXHIBIT 99.2 March 2, 2020 Mr. Michael W. Nall Chief Executive Officer and President Biocept, Inc. 5810 Nancy Ridge Drive San Diego, CA 92121 Dear Mr. Nall: This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Biocept, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), pursuant to which the Placeme

Biocept, Inc. 23,000,000 Shares of Common Stock

424B5 1 bioc-424b5.htm 424B5 Filed pursuant to Rule 424(b)(5) Registration No. 333-224946 PROSPECTUS SUPPLEMENT (To Prospectus dated May 24, 2018) Biocept, Inc. 23,000,000 Shares of Common Stock We are offering 23,000,000 shares of our Common Stock, par value $0.0001 per share (the “Common Stock”), directly to certain institutional accredited investors pursuant to this prospectus supplement and th

BIOC / Biocept, Inc. / Frigate Ventures LP - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No.

BIOC / Biocept, Inc. / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Biocept, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 09072V402 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

BIOC / Biocept, Inc. / Empery Asset Management, LP - BIOCEPT, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Biocept, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 09072V402 (CUSIP Number) December 31, 2019 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Sche

Warrants to Purchase 2,167,258 Shares of Common Stock (and up to 2,167,258 Shares of Common Stock Issuable Upon Exercise of Such Warrants) PROSPECTUS SUPPLEMENT NO. 1 DATED JANUARY 9, 2020 (To Prospectus Dated February 8, 2019)

424B3 1 bioc-424b3.htm 424B3 Prospectus Supplement Filed Pursuant to Rule 424(b)(3) Registration File No. 333-228566 Warrants to Purchase 2,167,258 Shares of Common Stock (and up to 2,167,258 Shares of Common Stock Issuable Upon Exercise of Such Warrants) PROSPECTUS SUPPLEMENT NO. 1 DATED JANUARY 9, 2020 (To Prospectus Dated February 8, 2019) This Prospectus Supplement No. 1, dated January 9, 2020

Form of Warrant Amendment (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 9, 2020).

EXHIBIT 4.1 Amendment to Common Stock Purchase WarrantS This Amendment to Common Stock Purchase Warrants (this “Amendment”), dated as of January 9, 2020, is by and between Biocept, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”). Capitalized terms used

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2020 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Numb

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on January 9, 2020).

EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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EXHIBIT 99.1 Biocept Announces Pricing of $10.0 Million Underwritten Public Offering SAN DIEGO (December 9, 2019) – Biocept, Inc. (NASDAQ: BIOC) (“Biocept” or the “Company”), a leading commercial provider of liquid biopsy solutions, today announced the pricing of an underwritten public offering of 24,600,000 shares of its common stock (or pre-funded warrants to purchase common stock in lieu thereo

Financial Statements and Exhibits

8-K 1 bioc-8k20191209.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2019 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incor

Form of Common Stock Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on December 11, 2019).

EX-4.1 2 bioc-ex418.htm EX-4.1 EXHIBIT 4.1 COMMON STOCK PURCHASE WARRANT BIOCEPT, INC. Warrant Shares: [Initial Exercise Date: [, 2019 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date he

19,200,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 5,400,000 Shares of Common Stock Warrants to Purchase up to 24,600,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(4) Registration No. 333-234459 PROSPECTUS 19,200,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 5,400,000 Shares of Common Stock Warrants to Purchase up to 24,600,000 Shares of Common Stock We are offering 19,200,000 shares of common stock and warrants to purchase up to 24,600,000 shares of our common stock at a combined public offering price of $0.4

BIOC / Biocept, Inc. S-1/A - - S-1/A

S-1/A 1 bioc-s1a.htm S-1/A As filed with the Securities and Exchange Commission on December 5, 2019 Registration No. 333-234459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Biocept, Inc. (Exact name of registrant as specified in its charter) Delaware 8071 80-0943522 (State or other jurisd

Form of Common Stock Warrant (incorporated by reference to Exhibit 4.19 of the Registrant’s Registration Statement on Form S-1 (File No. 333-234459), as amended, filed with the SEC on December 6, 2019).

EXHIBIT 4.19 COMMON STOCK PURCHASE WARRANT BIOCEPT, INC. Warrant Shares: [Initial Exercise Date: [, 2019 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Da

Form of Common Stock Warrant

EXHIBIT 4.19 COMMON STOCK PURCHASE WARRANT BIOCEPT, INC. Warrant Shares: [Initial Exercise Date: [, 2019 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Da

BIOC / Biocept, Inc. S-1/A - - S-1/A

As filed with the Securities and Exchange Commission on December 4, 2019 Registration No.

BIOC / Biocept, Inc. CORRESP - -

December 5, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

BIOC / Biocept, Inc. CORRESP - -

Biocept, Inc. 5810 Nancy Ridge Drive San Diego, CA 92121 (858) 320-8200 December 5, 2019 Via Edgar United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn:Chris Edwards Re:Biocept, Inc. Registration Statement on Form S-1 File No. 333-234459 Acceleration Request Requested Date:Friday, December 6, 2019 Requested Time:9:05 a.m. E

BIOC / Biocept, Inc. S-1/A - - S-1/A

S-1/A 1 bioc-s1a.htm S-1/A As filed with the Securities and Exchange Commission on November 15, 2019 Registration No. 333-234459 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Biocept, Inc. (Exact name of registrant as specified in its charter) Delaware 8071 80-0943522 (State or other juris

Form of Underwriting Agreement

EXHIBIT 1.1 SHARES of Common Stock, PRE-FUNDED warrants (exercisable for Shares) and Warrants (exercisable for Shares) of BIOCEPT, INC. UNDERWRITING AGREEMENT November [], 2019 Maxim Group LLC As Representative of the Several underwriters, if any, named in Schedule I hereto Investment Banking 405 Lexington Avenue, 2nd Fl. New York, NY 10174 Ladies and Gentlemen: The undersigned, BIOCEPT, INC., a c

November 13, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36284 Biocept, Inc. (Exact

Biocept Reports Third Quarter 2019 Financial Results

EXHIBIT 99.1 Biocept Reports Third Quarter 2019 Financial Results • Revenues reached a record $1.5 million, up 101% over the third quarter of 2018 and up 28% over the second quarter of 2019 • The number of commercial samples received increased 66% over the third quarter of 2018 and 12% over the second quarter of 2019 • Cost of revenue reduced 23% on a per accession basis versus the third quarter o

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 bioc-8k20190930.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2019 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of inco

Form of Common Stock Warrant

EXHIBIT 4.19 COMMON STOCK PURCHASE WARRANT BIOCEPT, INC. Warrant Shares: [Initial Exercise Date: [, 2019 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Da

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.20 of the Registrant’s Registration Statement on Form S-1 (File No. 333-234459), as amended, filed with the SEC on November 8, 2019).

EXHIBIT 4.20 PRE-FUNDED COMMON STOCK PURCHASE WARRANT BIOCEPT, INC. Warrant Shares: [Initial Exercise Date: [, 2019 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (th

BIOC / Biocept, Inc. S-1/A - - S-1/A

As filed with the Securities and Exchange Commission on November 8, 2019 Registration No.

BIOC / Biocept, Inc. S-1 - Registration Statement - S-1

As filed with the Securities and Exchange Commission on November 1, 2019 Registration No.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2019 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File N

August 15, 2019 (No. 333-233285)

S-8 1 bioc-s8.htm S-8 As filed with the Securities and Exchange Commission on August 14, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIOCEPT, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 80-0943522 (State or Other Jurisdiction of Incorporation or Organizat

August 14, 2019

10-Q 1 bioc-10q20190630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 00

Biocept Reports Second Quarter 2019 Financial Results

EXHIBIT 99.1 Biocept Reports Second Quarter 2019 Financial Results • Second quarter 2019 revenues increased 45% and commercial samples increased 26% over the second quarter of 2018 • Revenues for the first six-month of 2019 increased 36% and commercial samples increased 18% over the first six months of 2018 • Conference call begins at 4:30 p.m. Eastern time today SAN DIEGO (August 12, 2019) – Bioc

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2019 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Numb

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2019 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number

Form of Amendment to Warrant Exercise Agreement, dated July 15, 2019, by and between the Registrant and certain holders of warrants to purchase shares of the Registrant’s common stock (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on July 18, 2019).

EXHIBIT 10.1 AMENDMENT TO WARRANT Exercise Agreement This Amendment to Warrant Exercise Agreement (this “Amendment”), dated July 15, 2019, is by and between Biocept, Inc., a Delaware Corporation (the “Company”) and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $0.0001 per share. The Company and the Holder hereby agree to amend that ce

BIOCEPT, INC. 2013 AMENDED AND RESTATED EQUITY INCENTIVE PLAN Adopted by the Board of Directors: July 31, 2013 Approved by the Stockholders: August 6, 2013 Amended and Restated by the Board of Directors: April 28, 2015 Approved by the Stockholders: J

EXHIBIT 99.1 BIOCEPT, INC. 2013 AMENDED AND RESTATED EQUITY INCENTIVE PLAN Adopted by the Board of Directors: July 31, 2013 Approved by the Stockholders: August 6, 2013 Amended and Restated by the Board of Directors: April 28, 2015 Approved by the Stockholders: June 16, 2015 Amended by the Board: July 25, 2016 Amended by the Board: March 27, 2017 Approved by the Stockholders: May 2, 2017 Amended b

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2019 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number

Form of Warrant Exercise Agreement, dated May 28, 2019, by and between the Registrant and certain holders of warrants to purchase shares of the Registrant’s common stock (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on May 29, 2019).

EXHIBIT 10.1 WARRANT EXERCISE AGREEMENT This Warrant Exercise Agreement (this “Agreement”), dated as of May 28, 2019, is by and between Biocept, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). WHEREAS, the Holder beneficially owns in the aggregate

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2019 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number)

Form of Series C Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on May 29, 2019).

EX-4.1 2 bioc-ex417.htm EX-4.1 EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT P

May 14, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36284 Biocept, Inc. (Exact nam

Biocept Reports First Quarter 2019 Financial Results

EXHIBIT 99.1 Biocept Reports First Quarter 2019 Financial Results • Revenues increased 27% compared to the first quarter of 2018 • Billable samples grew 7% year over year, and increased 23% vs. the fourth quarter of 2018 • Commercial gains driven primarily by broadened pathology partnership service • Conference call begins at 4:30 p.m. Eastern time today SAN DIEGO (May 8, 2019) – Biocept, Inc. (NA

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2019 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Number)

Schedule 14A

DEF 14A 1 bioc-def14a20190617.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Ru

5,950,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-230797 5,950,000 Shares of Common Stock This prospectus relates to the disposition from time to time of up to 5,950,000 shares of our common stock by the selling stockholders named in this prospectus. Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholders for offer and

BIOC / Biocept, Inc. CORRESP - -

Biocept, Inc. 5810 Nancy Ridge Drive San Diego, CA 92121 (858) 320-8200 April 18, 2019 Via Edgar United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re:Biocept, Inc. Registration Statement on Form S-1 File No. 333-230797 Ladies and Gentlemen: Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, Biocept, I

BIOC / Biocept, Inc. S-1/A

As filed with the Securities and Exchange Commission on April 16, 2019 Registration No.

BIOC / Biocept, Inc. S-1

As filed with the Securities and Exchange Commission on April 10, 2019 Registration No.

Form 10-K

Thanks, M UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-36284 Bioc

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2019 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorporation) (Commission File Numbe

Biocept Reports 2018 Fourth Quarter and Full Year Financial Results Progress made implementing the Company’s commercial strategy highlighted by 7% sequential quarterly growth in billable test volume in the fourth quarter of 2018 compared to the third

EXHIBIT 99.1 Biocept Reports 2018 Fourth Quarter and Full Year Financial Results Progress made implementing the Company’s commercial strategy highlighted by 7% sequential quarterly growth in billable test volume in the fourth quarter of 2018 compared to the third quarter of 2018 Capitalized to deliver on key initiatives in 2019 including growth from pathology partnership and liquid biopsy kit stra

Form of Securities Purchase Agreement

EX-10.1 4 bioc-ex1019.htm EX-10.1 EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 15, 2019, between Biocept, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to

# # #

EX-99.1 6 bioc-ex9916.htm EX-99.1 EXHIBIT 99.1 Biocept Announces Pricing of $8.2 Million Registered Direct Offering SAN DIEGO (March 15, 2019) – Biocept, Inc. (NASDAQ: BIOC) (“Biocept” or the “Company”), a leading commercial provider of liquid biopsy tests designed to provide physicians with clinically actionable information to improve the outcomes of cancer patients, today announced it has entere

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 bioc-8k20190315.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2019 BIOCEPT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36284 80-0943522 (State or other jurisdiction of incorpo

Form of Series B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on March 18, 2019).

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Placement Agency Agreement

EXHIBIT 10.2 March 15, 2019 Mr. Michael W. Nall Chief Executive Officer and President Biocept, Inc. 5810 Nancy Ridge Drive San Diego, CA 92121 Dear Mr. Nall: This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim”), Dawson James Securities, Inc. (“DJ” and together with Maxim, the “Placement Agents”) and Biocept, Inc., a company incorporated under the laws of the St

Biocept, Inc. 5,950,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-224946 PROSPECTUS SUPPLEMENT (To Prospectus dated May 24, 2018) Biocept, Inc. 5,950,000 Shares of Common Stock We are offering 5,950,000 shares of our Common Stock, par value $0.0001 per share, or Common Stock, pursuant to this prospectus supplement and accompanying prospectus. In a concurrent private placement, we are also selling to the purch

BIOC / Biocept, Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g0219intracoastalbioce.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Biocept, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 09072V402 (CUSIP Number) February 12, 2019 (Date of Event Which Requires Filing of this Statement)

JOINT FILING AGREEMENT

EX-99.1 2 d696088dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Biocept, Inc., a Delaware corpor

BIOC / Biocept, Inc. / Frigate Ventures LP - SC 13G Passive Investment

SC 13G 1 d696088dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Biocept, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 09072V402 (CUSIP Number) February 8,

BIOC / Biocept, Inc. / Tierney Daniel - SC 13G AMENDMENT NO. 1 Passive Investment

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