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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Biocept Inc | NASDAQ:BIOC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.4349 | 0.37 | 0.3799 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on April 8, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIOCEPT, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 80-0943522 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
9955 Mesa Rim Road
San Diego, CA 92121
(Address of Principal Executive Offices)
Biocept, Inc. Amended and Restated 2013 Equity Incentive Plan
(Full Title of the Plan)
Samuel D. Riccitelli
Interim President and Chief Executive Officer
Biocept, Inc.
9955 Mesa Rim Road
San Diego, CA 92121
(Name and Address of Agent for Service)
(858) 320-8200
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Charles J. Bair
Asa M. Henin
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
This registration statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a registration statement of the Registrant on Form S-8 relating to the same benefit plan is effective. The Registrant previously registered shares of its common stock for issuance under the Biocept, Inc. Amended and Restated 2013 Equity Incentive Plan, as amended, under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on March 31, 2014 (No. 333-194930), March 11, 2015 (No. 333-202656), August 13, 2015 (No. 333-206347), August 5, 2016 (No. 333-212960), May 15, 2017 (No. 333-218018), September 10, 2018 (No. 333-227267), October 19, 2018 (No. 333-227900), August 15, 2019 (No. 333-233285), December 23, 2020 (333-251676) and November 16, 2021 (333-261093). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of those Registration Statements.
Item 8. Exhibits
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on April 8, 2022.
BIOCEPT, INC. | ||
By: | /s/ Samuel D. Riccitelli | |
Samuel D. Riccitelli | ||
Interim President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Samuel D. Riccitelli and Antonino Morales, and each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Samuel D. Riccitelli Samuel D. Riccitelli |
Interim Chief Executive Officer, President, Chair and Director (Principal Executive Officer) |
April 8, 2022 | ||
/s/ Antonino Morales Antonino Morales |
Interim Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) |
April 8, 2022 | ||
/s/ M. Faye Wilson M. Faye Wilson |
Director | April 8, 2022 | ||
/s/ David F. Hale David F. Hale |
Director | April 8, 2022 | ||
/s/ Marsha A. Chandler Marsha A. Chandler |
Director | April 8, 2022 | ||
/s/ Bruce E. Gerhardt Bruce E. Gerhardt |
Director | April 8, 2022 | ||
/s/ Ivor Royston Ivor Royston |
Director | April 8, 2022 | ||
/s/ Linda Rubinstein Linda Rubinstein |
Director | April 8, 2022 |
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