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Biocept Files Preliminary Prospectus for $10M Sale of Stock, Warrants

NEW YORK (GenomeWeb) – Biocept filed a preliminary prospectus with the US Securities and Exchange Commission on Wednesday for an offering of $10 million in shares of its common stock with attached warrants to purchase additional shares.

The company has not yet priced the offering but said that each stock share will be coupled with a warrant to purchase one additional share with an exercise price not less than 100 percent of the last reported sale price of the firm's common stock on the trading day immediately preceding the pricing of the offering.

The 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 in the offering would result in their beneficially owning more than 4.99 percent of the company's outstanding common stock, the firm wrote that it will offer an alternative of 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 $.01 per share.

Biocept will reduce the number of shares of common stock it sells by one for each pre-funded warrant that stockholders buy. Each warrant will be exercisable for one share of the company's common stock as long as this does not lead to ownership of more than 4.99 percent of the firms shares then issued and outstanding.

"However, any holder may increase such percentage to any other percentage not in excess of 9.99 percent, provided that that increase shall not be effective until 61 days after such notice to us," Biocept wrote.