Item 5.02  Departure of Directors or Certain Officers; Election of
            Directors; Appointment of Certain Officers; Compensatory
            Arrangements of Certain Officers.




(d)

On July 16, 2021, the Board of Directors (the "Board") of Biocept, Inc. (the "Company") increased the authorized number of directors on the Board from seven to nine, and appointed Linda Rubinstein as a Class I director of the Company to fill one of the newly created vacancies, effective immediately, with a term of office expiring at the 2023 annual meeting of stockholders, and Antonino Morales as a Class II director of the Company to fill the other newly created vacancy, effective immediately, with a term of office expiring at the 2024 annual meeting of the stockholders.

Pursuant to the Company's non-employee director compensation policy (the "Compensation Policy"), Ms. Rubinstein and Mr. Morales will each receive an annual cash retainer of $30,000 for service on the Board. In addition, each was granted a stock option to purchase 10,000 shares of the Company's common stock on the date of their appointment to the Board. Each of the stock options vests annually over a three year period. The Compensation Policy also provides for further automatic annual option grants to purchase 10,000 shares of the Company's common stock on the date of each annual meeting of stockholders, which vest in full on the one-year anniversary of the date of grant. Each of the option grants described above will become fully vested in the event of a change in control (as defined in the Company's equity incentive plan). Each of Ms. Rubinstein and Mr. Morales has also entered into the Company's standard form of Indemnification Agreement with its directors and officers.

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