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Biocept Files for $13.8M Sale of Stock, Warrants

NEW YORK – Biocept filed a preliminary prospectus with the US Securities and Exchange Commission today for an offering of $13.8 million in shares of its common stock, coupled with warrants to purchase additional shares.

The company has not yet priced the offering but said that each stock share will come with a warrant to purchase one additional share. Warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date.

For purchasers, if any, whose acquisition of Biocept's stock would result in their beneficially owning more than 4.99 percent of the company's outstanding common stock, the firm wrote that it will also offer pre-funded warrants to purchase shares.

The purchase price of each pre-funded warrant will equal the price per share for common stock in the offering minus $.01, and their exercise price will be $0.01 per share, and Biocept will reduce the number of shares of common stock it sells by one for each pre-funded warrant that is purchased.

Each warrant will be exercisable for one share of the company's common stock, excepting cases in which that leads to ownership of more than 4.99 percent of the firm's issued and outstanding shares. Additionally, any holder may increase this percentage up to 9.99 percent, "provided that any increase in such percentage shall not be effective until 61 days after such notice to us," the company wrote.

According to Biocept, net proceeds would go toward "general corporate purposes," to help fund ongoing operations, and to support expansion of its business.