SAN DIEGO, July 11, 2018 /PRNewswire/ -- Biocept, Inc.
(NASDAQ: BIOC) ("Biocept"), 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 provided an informational update to
stockholders regarding its proposed rights offering and the
expected key dates and terms relative to the
offering. Stockholders are advised to ensure they complete
their open market purchases of Biocept's common stock by
Thursday, July 19, 2018 to be
considered a stockholder of record on Monday, July 23, 2018. Holders of the
Company's warrants issued February 13,
2015, May 4, 2016,
October 19, 2016, March 31, 2017, August 9,
2017 and January 30, 2018 are
also entitled to participate in the rights offering on the same
terms as the stockholders. Stockholders, warrant holders or
interested parties are advised to direct all questions and
informational requests to the contacts listed below.
Under the proposed rights offering, Biocept will distribute one
non-transferable subscription right for each share of common stock
and each warrant (on an as-if-converted-to-common-stock basis) held
on the record date. Each right will entitle the holder to
purchase one unit, at a subscription price of $1,000 per unit, consisting of one share of
Series A Convertible Preferred Stock with a face value of
$1,000 (and immediately convertible
into shares of Biocept's common stock at a conversion price of
$4.53 per share) and 220 warrants to
purchase Biocept's common stock with an exercise price of
$4.53 per share. The warrants
will be exercisable for 5 years after the date of issuance.
The subscription rights are non-transferable and may only be
exercised during the anticipated subscription period of
Tuesday, July 24, 2018 through 5:00
PM ET on Wednesday, August 8, 2018,
unless extended by Biocept.
The expected calendar for the rights offering is as follows:
- Thursday, July 19, 2018:
Ownership Day — in order to be considered a stockholder of record
on Monday, July 23, 2018, shares
should be acquired by this date.
- Monday, July 23, 2018: Record
Date
- Tuesday, July 24, 2018:
Distribution Date; Subscription Period Begins
- Wednesday, August 8, 2018:
Subscription Period Ends 5:00 PM ET
(unless extended at Biocept's sole discretion)
Holders who exercise their subscription rights in full will be
entitled, if available, to subscribe for additional units that are
not purchased by other stockholders, on a pro rata basis and
subject to ownership limitations.
Biocept has engaged Maxim Group LLC and Dawson James Securities,
Inc. as co-dealer-managers in the offering. Questions about the
rights offering or requests for copies of the preliminary and final
prospectuses, when available, may be directed to Maxim Group LLC at
405 Lexington Avenue, New York, NY
10174, Attention Syndicate Department, or via email at
syndicate@maximgrp.com or telephone at (212) 895-3745.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective. The rights offering, which is expected to
commence following the effectiveness of the registration statement,
is being made only by means of a written prospectus. A preliminary
prospectus relating to and describing the proposed terms of the
rights offering has been filed with the SEC as a part of the
registration statement and is available on the SEC's website at
https://www.sec.gov/Archives/edgar/data/1044378/000095012318005962/bioc-S1_20180523.htm. Copies
of the preliminary and final prospectuses for the rights offering
may be obtained, when available, from Maxim Group LLC, 405
Lexington Avenue, New York, NY
10174, Attention Syndicate Department, email:
syndicate@maximgrp.com or telephone (212) 895-3745.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor will there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Biocept, Inc.
Biocept, Inc. is a molecular diagnostics company with
commercialized assays for lung, breast, gastric, colorectal and
prostate cancers, and melanoma. The Company uses its
proprietary liquid biopsy technology to provide physicians with
information for treating and monitoring patients diagnosed with
cancer. The Company's patented Target Selector™ liquid biopsy
technology platform captures and analyzes tumor-associated
molecular markers in both circulating tumor cells (CTCs) and in
plasma (ctDNA). With thousands of tests performed, the platform has
demonstrated the ability to identify cancer mutations and
alterations to inform physicians about a patient's disease and
therapeutic options. For additional information, please visit
www.biocept.com.
Cautionary Statement Regarding Forward-Looking
Statements
This release contains forward-looking statements that are based
upon current expectations or beliefs, as well as a number of
assumptions about future events. Although we believe that the
expectations reflected in the forward-looking statements and the
assumptions upon which they are based are reasonable, we can give
no assurance that such expectations and assumptions will prove to
have been correct. Forward-looking statements are generally
identifiable by the use of words like "may," "will," "should,"
"could," "expect," "anticipate," "estimate," "believe," "intend,"
or "project" or the negative of these words or other variations on
these words or comparable terminology. To the extent that
statements in this release are not strictly historical, including
without limitation statements as to our ability to improve the
diagnosis and treatment of cancer, our ability to increase our
commercial test volume and revenues, the commercial success of our
partnership with Thermo Fisher Scientific, our ability to become a
diagnostic kit manufacturer, the success of our pathology
partnership program, the value of our intellectual property estate,
our ability to expand our test portfolio, and our ability to
achieve any of our business priorities for 2018, such statements
are forward-looking, and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
The reader is cautioned not to put undue reliance on these
forward-looking statements, as these statements are subject to
numerous risk factors as set forth in our Securities and Exchange
Commission (SEC) filings. The effects of such risks and
uncertainties could cause actual results to differ materially from
the forward-looking statements contained in this release. We do not
plan to update any such forward-looking statements and expressly
disclaim any duty to update the information contained in this press
release except as required by law. Readers are advised to review
our filings with the SEC, which can be accessed over the Internet
at the SEC's website located at www.sec.gov.
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SOURCE Biocept, Inc.