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Biocept Amends Shares, Warrants for Public Offering

NEW YORK (GenomeWeb) – Biocept said in a regulatory filing today that it has amended a previous prospectus filed in November with the US Securities and Exchange Commission to now offer about 3.6 million shares of its common stock as well as warrants to purchase another 3.6 million shares at an assumed combined price of $2.11 per share and related warrant.

The company previously amended the same offering on Dec. 19, saying it would offer about 5.3 million shares and warrants at a combined offering price of $1.14 per share-plus-warrant, for proceeds of $5.4 million

That came after an initial amendment Dec. 10, in which the company said it would offer 9.7 million shares and warrants at a price of $1.03 for proceeds of $9.1 million.

The warrants priced in the newly amended offering are immediately exercisable, expiring on the fifth anniversary of the original issuance date, Biocept said.

Additionally, for purchasers, if any, whose acquisition of stock in the offering would result in their beneficially owning more than 4.99 percent of Biocept's outstanding common stock, the company is also providing a chance to buy pre-funded warrants to purchase shares of its common stock.

The purchase price of each pre-funded warrant is the same as the price per share for the common stock being sold in the offering minus $0.01. For each pre-funded warrant purchased in the offering, Biocept will then reduce the number of shares of common stock being sold by one.

Pre-funded warrants can be exercised at any time up to their full value, provided that the holder would not, as a result, hold more than 4.99 percent of the total number of shares of common stock at that time.

The company intends to use proceeds from the public offering to fund its commercial strategy; complete a physician portal for its pathology partnership strategy; launch its pharma partnership strategy; implement lab automation initiatives; and outsource microchannel manufacturing, the firm said in its amended prospectus.

In afternoon trade on the Nasdaq, Biocept's shares were down about 13 percent at $1.83