Item 1.01 Entry into a Material Definitive Agreement.
On February 12, 2019, Biocept, Inc. (the "Company") issued warrants to purchase
shares of Common Stock with an exercise price per share of $1.20 (the "February
Warrants"). On March 19, 2019, the Company issued warrants to purchase shares of
Common Stock with an exercise price per share of $1.25 (the "March Warrants").
The February Warrants were immediately exercisable and are set to expire on
February 12, 2024. The March Warrants were immediately exercisable and are set
to expire on September 19, 2024.
On January 9, 2020, the Company entered into Warrant Amendments (the
"Amendments") with certain holders ("Holders") of February Warrants that are
exercisable for an aggregate of 2,167,258 shares of common stock and certain
holders of March Warrants that are exercisable for an aggregate of 4,760,000
shares of common stock (such warrants, collectively, the "Original
Warrants"). The Amendments provide that, commencing immediately following the
delivery to the Holders of a prospectus supplement relating to the impact of the
Amendments on the February Warrants and ending at 9:15 a.m. Eastern Time on
January 9, 2020 (the "Modified Exercise Price Term"), the exercise price per
share for the Original Warrants will be equal to $0.3495 but only with respect
to a cash exercise under Section 2(a) of the Original Warrants. In addition, the
Company and each Holder agreed that if and only if such Holder exercises all of
the shares subject to the Holder's Original Warrants pursuant to a cash exercise
of such Original Warrants prior to the end of the Modified Exercise Price Time,
the Company will issue to such Holder a new warrant ("New Warrant") to purchase
up to the same number of shares subject to such Holder's Original Warrants. The
New Warrants will be exercisable commencing on the six-month anniversary of the
issuance date and will terminate on the date that is five-years and six-months
following the issuance date. The New Warrants will have an exercise price per
share of $0.3495.
The February Warrants and the underlying shares of Common Stock were registered
pursuant to the Company's Registration Statement on Form S-1 (File No.
333-228566), as amended, filed with SEC under the Securities Act of 1933, as
amended ("Securities Act") on November 28, 2018, which became effective on
February 7, 2019, and the related prospectus dated February 12, 2019. The resale
of the shares of Common Stock underlying the March Warrants was registered
pursuant to the Company's Registration Statement on Form S-1 (File No.
333-230797), as amended, filed with the SEC under the Securities Act on April
10, 2019, which became effective on April 23, 2019, and the related prospectus
dated April 22, 2019.
The New Warrants and the shares of Common Stock issuable upon the exercise of
the New Warrants are not being registered under the Securities Act, and are
being offered pursuant to the exemption provided in Section 4(a)(2) under the
Securities Act.
Maxim Group LLC acted as the exclusive financial advisor for the transaction and
will receive a fee equal to 5.0% of the gross proceeds received by the Company
from the exercise of the Original Warrants during the Modified Exercise Price
Term.
The foregoing descriptions of the Amendments and the New Warrants do not purport
to be complete and are qualified in their entirety by reference to the full text
of the forms of Amendment and New Warrant, copies of which are attached as
Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.
Item 3.02 Unregistered Sale of Equity Securities.
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The information contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02.
Item 3.03 Material Modification to Rights of Security Holders
The information contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
4.1 Form of Warrant Amendment
4.2 Form of New Warrant
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