Warrants to Purchase up to 8,000,000 Shares of Common Stock


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Filed Pursuant to Rule 424(b)(4)

Registration No. 333-201437

Registration No. 333-201999

PROSPECTUS

8,000,000 Shares of Common Stock

Warrants to Purchase up to 8,000,000 Shares of Common Stock

 



 

Biocept, Inc. is offering 8,000,000 shares of our common stock and warrants to purchase up to 8,000,000 shares of our common stock (and the shares of common stock that are issuable from time to time upon exercise of the warrants). The warrants will have a per share exercise price of $1.56. The warrants are exercisable immediately and will expire five years from the date of issuance. Our common stock is listed on The NASDAQ Capital Market under the symbol “BIOC.” On February 9, 2015, the last reported sale price of our common stock on The NASDAQ Capital Market was $1.85 per share. There is no established public trading market for the warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the warrants on any national securities exchange.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and, as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus for a discussion of information that should be considered in connection with an investment in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

Combined Per

 

 

 

 

 

 

Share and Warrant

 

 

Total

Public offering price

 

$

1.2500

 

 

$

10,000,000

Underwriting discounts and commissions(1)

 

$

0.0875

 

 

$

700,000

Offering proceeds to us, before expenses

 

$

1.1625

 

 

$

9,300,000




(1)

We have agreed to reimburse the underwriters for certain expenses. See “Underwriting.”

We have granted a 45-day option to the underwriters to purchase up to 1,200,000 additional shares of common stock at the public offering price of $1.25 per share and/or additional warrants to purchase up to 1,200,000 shares of common stock at the public offering price of $0.0001 per warrant, less underwriting discounts and commissions, to cover over-allotments, if any.

All of our directors have indicated an interest in purchasing up to an aggregate of approximately $177,500 of shares and warrants in this offering at the public offering price. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters may determine to sell more, fewer or no securities in this offering to any of these individuals, or any of these individuals may determine to purchase more, fewer or no securities in this offering.

The underwriters expect to deliver the shares and warrants to purchasers in this offering on or about February 13, 2015.

Joint Book-Running Managers

Aegis Capital Corp

 

Feltl and Company

The date of this prospectus is February 9, 2015.

 

 

 



 

 

 

 

 

 

TABLE OF CONTENTS

 

 

Page

SUMMARY

1

SUMMARY FINANCIAL DATA

10

RISK FACTORS

11

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

36

USE OF PROCEEDS

37

PRICE RANGE OF OUR COMMON STOCK

38

DIVIDEND POLICY

39

CAPITALIZATION

40

DILUTION

41

DESCRIPTION OF THE SECURITIES WE ARE OFFERING

43

SELECTED FINANCIAL DATA

45

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

47

DESCRIPTION OF THE BUSINESS

59

MANAGEMENT

89

EXECUTIVE COMPENSATION

94

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

109

PRINCIPAL STOCKHOLDERS

114

DESCRIPTION OF CAPITAL STOCK

116

SHARES ELIGIBLE FOR FUTURE SALE

121

UNDERWRITING

123

LEGAL MATTERS

131

EXPERTS

131

WHERE YOU CAN FIND MORE INFORMATION

131

GLOSSARY OF SCIENTIFIC AND HEALTHCARE-RELATED ACRONYMS

132

INDEX TO FINANCIAL STATEMENTS

F-1

Neither we nor the underwriters have authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. When you make a decision about whether to invest in our securities, you should not rely upon any information other than the information in this prospectus or in any free writing prospectus that we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy the shares of securities in any circumstances under which the offer or solicitation is unlawful.

__________________________

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Special Note Regarding Forward-Looking Statements.”

__________________________

We use in this prospectus our BIOCEPT logo, for which a United States trademark application has been filed, our mark CEE, which is a registered United States trademark, and our marks OncoCEE-BR, OncoCEE-LU, CEE-Selector, CEE-Cap, CEE-Enhanced, CEE-Sure, OncoCEE-GA, OncoCEE-PR, OncoCEE-ME, OncoCEE-CR and OncoCEE, which in the United States are unregistered trademarks. This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus appear (after the first usage) without the 

 

 

 

 

SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the “Risk Factors” section of this prospectus and the financial statements and related notes appearing at the end of this prospectus before making an investment decision.

Unless the context provides otherwise, all references in this prospectus to “Biocept,” “we,” “us,” “our,” the “Company,” or similar terms, refer to Biocept, Inc. We reincorporated from California to Delaware in July 2013. Except where otherwise expressly stated, no distinction is made in this prospectus between historic activities and results of the California and Delaware corporations.

Our Company

We are a cancer diagnostics company that develops and commercializes proprietary circulating tumor cell, or CTC, and circulating tumor DNA, or ctDNA, tests utilizing a standard blood sample, or “liquid biopsy”. Our currently commercialized tests are OncoCEE-BRAt our corporate headquarters facility located in San Diego, California, we operate a clinical laboratory that is certified under the Clinical Laboratory Improvement Amendments of 1988, or CLIA, and accredited by the College of American Pathologists, or CAP. We also manufacture our CEE microfluidic channels, related equipment and certain reagents to perform our tests at this facility.

OncoCEE-BR is a breast cancer CTC test that is performed on a standard blood sample. It detects CTCs, which are typically very rare, and determines the patient’s human epidermal growth factor receptor 2, or HER2, status by fluorescence in situ hybridization, or FISH.

OncoCEE-GA is a gastric cancer CTC test that is performed on a standard blood sample. It detects CTCs, which are typically very rare, and determines the patient’s HER2 status by fluorescence in situ hybridization, or FISH.

We launched OncoCEE-LUWe plan to add additional biomarker analyses to OncoCEE-BR, OncoCEE-LU, OncoCEE-GA and our planned tests as their clinical relevance is demonstrated, for example, RET proto-oncogene gene fusions in NSCLC. In addition, we are developing a series of other CTC and ctDNA tests for different solid tumor types, including colorectal cancer, prostate cancer, gastric cancer and melanoma, each incorporating treatment-associated biomarker analyses specific to that cancer. We also have a research and development program focused on technology enhancements, novel platform development, and evaluating clinical applications for our cancer diagnostic tests in different cancer types and clinical settings. We plan to launch four new OncoCEE-1-

 

We collaborate with physicians and researchers at The University of Texas MD Anderson Cancer Center, the Dana-Farber Cancer Institute, the University of California, San Diego and Columbia University and plan to expand our current collaborative relationships to include other key thought leaders for the types of cancer we are targeting with OncoCEE-BR, OncoCEE-LU, OncoCEE-GA and our planned CTC and ctDNA tests. Such relationships are designed to help us develop and validate the effectiveness and utility of our current tests and our planned tests in specific clinical settings and provide us access to patient samples and data.
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