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 1016, 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)

(I.R.S. Employer

Identification No.)


9955 Mesa Rim Road, San Diego, CA		92121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 320-8200

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		BIOC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 23.0203 ~~Results~~Material ofModification ~~Operations~~to ~~and~~Rights ~~Financial~~of ~~Condition~~Security Holders.

~~On May 10, 2023, Biocept, Inc.~~ (~~the “Company”~~a) issued a press release announcing its financial results for the three months ended March 31, 2023. A copy of the press release and accompanying information is attached as Exhibit 99.1 to this current report.

~~The~~On ~~information~~May 16, in2023, ~~this~~Biocept ~~Item 2~~Inc.~~02,~~ ~~and~~(the ~~Exhibit~~“Company”) ~~99.1~~filed ~~attached~~a ~~hereto,~~Certificate isof ~~being~~Amended ~~furnished~~ and ~~shall~~Restated ~~not~~Certificate beof ~~deemed~~Incorporation (the “~~filed~~Amendment”) ~~for~~with the ~~purposes~~Secretary of ~~Section 18~~State of the ~~Securities~~State ~~Exchange Act~~ of ~~1934,~~Delaware asto ~~amended,~~effect ora ~~otherwise~~1-for-30 ~~subject~~reverse tostock ~~the~~split ~~liabilities~~ of ~~that~~its ~~Section~~outstanding common stock. The ~~information~~Amendment inwill ~~this current report shall not~~ be ~~incorporated~~effective byat ~~reference~~4:05 ~~into~~p.m. ~~any~~Eastern ~~registration~~Time ~~statement~~on orMay 16, ~~other~~2023 ~~document filed with~~ (the ~~Securities~~“Effective ~~and~~Time”). ~~Exchange~~The ~~Commission,~~Amendment ~~whether~~was ~~filed~~authorized ~~before~~by ~~or after~~ the ~~date~~stockholders ~~hereof regardless~~ of ~~any~~the ~~general~~Company ~~incorporation~~at ~~language in any such filing, unless~~ the Company’s ~~expressly~~special ~~sets~~meeting ~~forth~~of instockholders ~~such~~on ~~filing~~May 11, ~~that such information is to be considered “filed” or incorporated by reference therein~~2023.

~~Item~~The 3Amendment provides that, at the Effective Time, every 30 shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share.01 ~~Notice~~The reverse split will affect all shares of ~~Delisting~~the Company’s common stock outstanding immediately prior to the Effective Time. As a result of the reserve stock split, proportionate adjustments will be made to the per share exercise price and/or ~~Failure~~the number of shares issuable upon the exercise or vesting of all stock options and warrants issued by the Company and outstanding immediately prior to ~~Satisfy~~the Effective Time, which will result in a ~~Continued~~proportionate ~~Listing~~decrease ~~Rule~~in the number of shares of the Company’s common stock reserved for issuance upon exercise or ~~Standard;~~vesting ~~Transfer~~of such stock options and warrants, and, in the case of ~~Listing~~stock options and warrants, a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s equity compensation plans immediately prior to the Effective Time will be reduced proportionately.

AsNo ~~reported~~fractional inshares ~~the~~will ~~Company’s~~be ~~Quarterly~~issued ~~Report~~as ona ~~Form~~result ~~10-Q~~of ~~for~~ the ~~quarter~~reverse ~~ended~~stock ~~March 31,~~split. ~~2023,~~Stockholders asof ~~filed~~record ~~with~~who ~~the~~would ~~Securities~~otherwise ~~and~~be ~~Exchange~~entitled ~~Commission~~to onreceive ~~May 10,~~a ~~2023,~~fractional ~~the~~share ~~Company’s~~will ~~stockholders’~~receive ~~equity~~a ascash ofpayment ~~March 31,~~(without ~~2023~~interest) ~~was~~in $2lieu thereof.~~4 million.~~ AsThe areverse ~~result,~~stock ~~the~~split ~~Company~~will ~~does~~affect all stockholders proportionately and will not ~~satisfy~~affect ~~one~~any stockholder’s percentage ownership of ~~The~~the ~~Nasdaq~~Company’s ~~Capital~~common ~~Market~~stock ~~continued~~(except ~~listing~~to ~~requirements~~the ~~set~~extent ~~forth~~that the reverse stock split results in ~~Nasdaq~~any ~~Stock~~stockholder ~~Market~~owning ~~Rule~~only ~~5550(b)~~a ~~(the~~fractional ~~“Rule”~~share).

The Company’s ~~expects~~common tostock ~~receive~~will abegin ~~formal~~trading ~~notice~~on ~~(the “Notice”) from~~ The Nasdaq ~~Stock~~Capital Market ~~LLC (“Nasdaq”)~~ on ora ~~about~~split-adjusted ~~May 15,~~basis ~~2023~~when ~~to formally notify~~ the ~~Company~~market ofopens ~~non-compliance~~on ~~with~~Wednesday, ~~the~~May 17, ~~Rule~~2023. The ~~Company~~new ~~discussed~~CUSIP number for the ~~noncompliance~~Company’s ~~with~~common ~~the~~stock ~~Rule~~following ~~with~~the ~~Nasdaq~~reverse onstock ~~May 12,~~split ~~2023.~~is 09072V600.

~~Pursuant~~The toforegoing ~~the~~description ~~Notice~~is ~~and~~qualified ~~Nasdaq~~in ~~rules,~~its ~~the~~entirety ~~Company~~by ~~will have 45 calendar days after receipt of~~ the ~~Notice~~Amendment, towhich ~~submit~~is afiled ~~plan~~as toExhibit ~~regain compliance with the Rule~~3.1 ~~If the plan is accepted, Nasdaq may grant an extension of up~~ to ~~180~~this ~~calendar~~Current ~~days~~Report ~~from~~on ~~the~~Form ~~date~~8-K ofand ~~the~~is ~~Notice~~incorporated ~~for~~herein ~~the~~by ~~Company to provide evidence of compliance~~reference. ~~There can be no assurance that the Company will be able to regain compliance with the Rule.~~

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 11, 2023, the Company held a Special Meeting of Stockholders (the “Special Meeting”). The following is a brief description of each matter voted upon at the Special Meeting, as well as the number of votes with respect to each matter. Voting results are, when applicable, reported by rounding fractional share voting down to the nearest whole number.

Proposal 1. Approval of a Series of Alternate Amendments to our Amended and Restated Certificate of Incorporation to Authorize the Board of Directors to Implement a Reverse Stock Split of our Common Stock

The Company’s stockholders approved a series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation to effect, at the option of the Company’s Board of Directors (the “Board”), a reverse stock split of the Company’s common stock at a ratio between 1-for-15 and 1-for-30, inclusive as determined by the Board in its sole discretion. The final voting results, including 300,000,000 votes represented by the share of Series B Preferred Stock voted in the same proportion as the votes cast by shares of common stock on Proposal 1, are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
186,084,407		116,708,364		73,495		0

Proposal 2. Approval of the Authorization to Adjourn the Special Meeting

The Company’s stockholders approved the authorization to adjourn the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of Proposal 1, but this authorization is moot as Proposal 1 passed. The final voting results are as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
4,574,843		2,758,298		95,195		0

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
ExhibitNumber		Description
99.1		Press Release dated May 10, 2023.
3.1		Certificate of Amendment to Amended and Restated Certificate of Incorporation of Biocept, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~BIOCEPT, INC.~~	BIOCEPT, INC.
Dated: May 15, 2023	By:	/s/ Samuel D. Riccitelli
Dated: May 16, 2023		By:	/s/ Samuel D. Riccitelli
	~~Name:~~	~~Samuel D. Riccitelli~~Name:	Samuel D. Riccitelli
	~~Title:~~	~~Interim President and Chief Executive Officer~~Title:	Interim President and Chief Executive Officer

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