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 4, 2016
BIOCEPT, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 001-36284 | 80-0943522 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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5810 Nancy Ridge Drive, San Diego, CA | 92121 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (858) 320-8200
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)) |
Item 1.02 | Termination of a Material Definitive Agreement. |
On November 4, 2016, Biocept, Inc. (the “Company”) voluntarily terminated the common stock purchase agreement (the “Purchase Agreement”) that the Company entered into on December 21, 2015, with Aspire Capital Fund, LLC (“Aspire Capital”). Pursuant to the Purchase Agreement, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital was committed to purchase up to an aggregate of $15.0 million of shares of the Company’s common stock over the 30-month term of the Purchase Agreement.
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.
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| | | | BIOCEPT, INC. |
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Dated: November 4, 2016 | | | | By: | | /s/ Michael W. Nall |
| | | | | | Name: | | Michael W. Nall |
| | | | | | Title: | | President and Chief Executive Officer |
