| Item 2.02 | Results of Operations and Financial Condition. |
On January 6, 2023, Biocept, Inc. (the “Company”) issued a press release announcing its projected cash position at December 31, 2022. A copy of the press release is attached as Exhibit 99.1 to this current report.
The information in this Item 2.02, and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this current report shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, whether filed before or after the date hereof regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered “filed” or incorporated by reference therein.
| Item 2.05 | Costs Associated with Exit or Disposal Activities. |
On January 6, 2023, the Company announced that it is exploring strategic alternatives to enhance shareholder value, and that in connection with such process and in order to extend the Company’s resources, the Company is implementing a restructuring plan that will result in a reduction in the Company’s workforce by approximately 36%. The reduction in force is expected to be completed during the first quarter of 2023.
The Company estimates that it will incur charges of approximately $0.6 million for severance and other employee termination-related costs in the first quarter of 2023. The estimated charges that the Company expects to incur are subject to a number of assumptions, and actual results may differ materially from these estimates. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, its workforce reduction.
On January 6, 2023, the Company announced that it had commenced a process to explore and evaluate strategic alternatives to enhance shareholder value. The Company has engaged EF Hutton, division of Benchmark Investments, Inc., as its financial advisor to assist in this process. Potential strategic alternatives that may be explored or evaluated as part of this process include an acquisition, merger, reverse merger, other business combination, sales of assets, licensing or other strategic transactions involving the Company. There can be no assurance of a successful outcome from these efforts, or of the form or timing of any such outcome. The Company does not intend to make any further disclosures regarding the strategic review process unless and until a specific course of action is approved by the Company’s Board of Directors or until the Company otherwise determines that further disclosure is appropriate.
The Company is also filing this current report to disclose that it intends to cease COVID-19 testing at the end of January 2023.
Forward-Looking Statements
This report contains forward-looking statements that are based upon current expectations or beliefs, as well as a number of assumptions about future events. Although the Company believes that the expectations reflected in the forward-looking statements and the assumptions upon which they are based are reasonable, the Company can give
