Item 3.03 Material Modification to Rights of Security Holders.

(a)

On May 16, 2023, Biocept Inc. (the "Company") filed a Certificate of Amended and Restated Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware to effect a 1-for-30 reverse stock split of its outstanding common stock. The Amendment will be effective at 4:05 p.m. Eastern Time on May 16, 2023 (the "Effective Time"). The Amendment was authorized by the stockholders of the Company at the Company's special meeting of stockholders on May 11, 2023.

The Amendment provides that, at the Effective Time, every 30 shares of the Company's issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share. The reverse split will affect all shares of the Company's common stock outstanding immediately prior to the Effective Time. As a result of the reserve stock split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options and warrants issued by the Company and outstanding immediately prior to the Effective Time, which will result in a proportionate decrease in the number of shares of the Company's common stock reserved for issuance upon exercise or vesting of such stock options and warrants, and, in the case of stock options and warrants, a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company's equity compensation plans immediately prior to the Effective Time will be reduced proportionately.

No fractional shares will be issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment (without interest) in lieu thereof. The reverse stock split will affect all stockholders proportionately and will not affect any stockholder's percentage ownership of the Company's common stock (except to the extent that the reverse stock split results in any stockholder owning only a fractional share).

The Company's common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on Wednesday, May 17, 2023. The new CUSIP number for the Company's common stock following the reverse stock split is 09072V600.

The foregoing description is qualified in its entirety by the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
Number       Description

3.1            Certificate of Amendment to Amended and Restated Certificate of
             Incorporation of Biocept, Inc.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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