Biocept Inc Sample Contracts

Biocept Inc – Chief Executive Officer and President Biocept, Inc. 5810 Nancy Ridge Drive (January 18th, 2019)

This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim”), Dawson James Securities, Inc. (“DJ” and together with Maxim, the “Placement Agents”) and Biocept, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), pursuant to which the Placement Agents shall serve as the placement agents for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of common stock (the “Securities”) of the Company, par value $0.0001 per share (“Common Stock”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agents would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by

Biocept Inc – SAN DIEGO (January 18, 2019) – Biocept, Inc. (NASDAQ: BIOC) (“Biocept” or the “Company”), a leading commercial provider of liquid biopsy tests designed to provide physicians with clinically actionable information to improve the outcomes of cancer patients, today announced it has entered into a securities purchase agreement with certain accredited institutional investors to purchase approximately $2.2 million of its common stock in a registered direct offering. The purchase price for one share of common stock will be $2.25. (January 18th, 2019)

Under the terms of the purchase agreement, Biocept has agreed to sell approximately 990,000 shares of its common stock. The gross proceeds to Biocept from the registered direct offering is expected to be approximately $2.2 million before deducting the placement agents’ fees and other estimated offering expenses. The registered direct offering is expected to close on or about January 23, 2019, subject to the satisfaction of customary closing conditions.

Biocept Inc – SECURITIES PURCHASE AGREEMENT (January 18th, 2019)

This Securities Purchase Agreement (this “Agreement”) is dated as of January 18, 2019, between Biocept, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Biocept Inc – BIOCEPT, INC. UNDERWRITING AGREEMENT (December 10th, 2018)
Biocept Inc – PRE-FUNDED COMMON STOCK PURCHASE WARRANT (November 28th, 2018)

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biocept, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Biocept Inc – SERIES B COMMON STOCK PURCHASE WARRANT (November 28th, 2018)

THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biocept, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Biocept Inc – SERIES A COMMON STOCK PURCHASE WARRANT (September 24th, 2018)

THIS SERIES A COMMON STOCK PURCHASE WARRANT CERTIFICATE (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March 24, 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 24, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biocept, Inc., a Delaware corporation (the “Company”), up to __,___,___

Biocept Inc – Chief Executive Officer and President Biocept, Inc. 5810 Nancy Ridge Drive (September 24th, 2018)

This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim”), Dawson James Securities, Inc. (“DJ” and together with Maxim, the “Placement Agents”) and Biocept, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), pursuant to which the Placement Agents shall serve as the placement agents for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of common stock (the “Shares”) of the Company, par value $0.0001 per share (“Common Stock”), pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”) and Series A warrants to purchase Common Stock (the “Series A Warrants” and, together with the Pre-Funded Warrants, “the “Warrants,” and the Warrants, collectively with the Shares, the “Securities”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) an

Biocept Inc – SECURITIES PURCHASE AGREEMENT (September 24th, 2018)

This Securities Purchase Agreement (this “Agreement”) is dated as of September 20, 2018, between Biocept, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Biocept Inc – SAN DIEGO (September 21, 2018) – Biocept, Inc. (NASDAQ: BIOC) ("Biocept" or the "Company"), a leading commercial provider of liquid biopsy tests designed to provide physicians with clinically actionable information to improve the outcomes of cancer patients, today announced it has entered into a securities purchase agreement with certain accredited institutional investors to purchase approximately $2.5 million of its common stock (or pre-funded warrants to purchase common stock in lieu thereof) in a registered direct offering and concurrent private placement at market. The combined purchase pr (September 24th, 2018)

Under the terms of the purchase agreement, Biocept has agreed to sell approximately 762,438 shares of its common stock (or pre-funded warrants to purchase common stock in lieu thereof).  In a concurrent private placement, Biocept has agreed to issue warrants to purchase up to an aggregate of 762,438 shares of its common stock.  The warrants will be exercisable six months following the date of issuance, will expire on the fifth anniversary of the initial exercise date and have an exercise price of $3.16 per share.

Biocept Inc – PRE-FUNDED COMMON STOCK PURCHASE WARRANT (September 24th, 2018)

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT CERTIFICATE (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 24, 2018 (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biocept, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Biocept Inc – BIOCEPT, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK (August 13th, 2018)
Biocept Inc – Biocept, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of August 13, 2018 (August 13th, 2018)

WARRANT AGENCY AGREEMENT, dated as of August 13, 2018 (“Agreement”), between Biocept, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

Biocept Inc – SERIES 1 COMMON STOCK PURCHASE WARRANT (July 11th, 2018)

THIS SERIES 1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [•]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biocept, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to e

Biocept Inc – FORM OF INSTRUCTIONS AS TO USE OF SUBSCRIPTION RIGHTS CERTIFICATES BIOCEPT, INC. Please consult Broadridge Corporate Issuer Solutions, Inc., your bank or broker as to any questions. (July 11th, 2018)

The following instructions relate to a rights offering by Biocept, Inc., a Delaware corporation (“Biocept”), to the holders of record of its common stock, $0.0001 par value (the “Common Stock”) and of February 13, 2015, May 4, 2016, October 19, 2016, March 31, 2017, August 9, 2017 and January 30, 2018 warrants, as described in Biocept’s prospectus dated [●], 2018. Each holder of record of Common Stock or of February 13, 2015, May 4, 2016, October 19, 2016, March 31, 2017, August 9, 2017 and January 30, 2018 warrants at the close of business on July 23, 2018, the record date, will receive, at no charge, a non-transferable subscription right for every share of Common Stock (or share of common stock issuable upon exercise of our February 13, 2015, May 4, 2016, October 19, 2016, March 31, 2017, August 9, 2017 and January 30, 2018 warrants) owned on the record date.

Biocept Inc – BIOCEPT, INC. (July 11th, 2018)
Biocept Inc – FORM OF BROKER LETTER TO CLIENTS WHO ARE BENEFICIAL HOLDERS BIOCEPT, INC. (July 11th, 2018)

This letter is being distributed to our clients who are holders of Biocept, Inc. (the “Company”) common stock, $0.0001 par value per share (the “Common Stock”) or of February 13, 2015, May 4, 2016, October 19, 2016, March 31, 2017, August 9, 2017 and January 30, 2018 warrants, as of 5:00 p.m., Eastern Time, on July 23, 2018, the record date, in connection with a distribution in a rights offering of non-transferable subscription rights to subscribe for and purchase units. Each unit entitles the holder to one share of the Company’s Series A Convertible Preferred Stock, $0.0001 par value per share, and 220 warrants. Each warrant will be exercisable for one share of Common Stock. The subscription rights and units are described in the prospectus dated [●], 2018 (a copy of which accompanies this notice).

Biocept Inc – FORM OF NOMINEE HOLDER CERTIFICATION BIOCEPT, INC. (July 11th, 2018)

The undersigned, a bank, broker, dealer, trustee, depositary, or other nominee of non-transferable subscription rights to purchase units of Biocept, Inc. (the “Company”), said units each comprised of one share of Series A Convertible Preferred Stock and 220 warrants pursuant to the subscription rights offering described and provided for in the Company’s prospectus dated [•], 2018, hereby certifies to the Company and Broadridge Corporate Issuer Solutions, Inc., as subscription agent for such rights offering, that (1) the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), the number of subscription rights on the terms and subject to the conditions set forth in the prospectus specified below pursuant to the basic subscription right (as defined in the prospectus) and, on behalf of beneficial owners of subscription rights who have subscribed for the purchase of additional units pursuant to the over-subscription privilege (as defined in

Biocept Inc – FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS BIOCEPT, INC. (July 11th, 2018)

This letter is being distributed by Biocept, Inc. (the “Company”) to all holders of record of shares of its common stock, $0.0001 par value per share (the “Common Stock”) and of February 13, 2015, May 4, 2016, October 19, 2016, March 31, 2017, August 9, 2017 and January 30, 2018 warrants as of 5:00 p.m., Eastern Time, on July 23, 2018, the record date, in connection with a distribution in a rights offering of non-transferable subscription rights to subscribe for and purchase units. Each unit entitles the holder to one share of the Company’s Series A Convertible Preferred Stock and 220 warrants. Each warrant will be exercisable for one share of Common Stock. The subscription rights and units are described in the prospectus dated [●], 2018 (a copy of which accompanies this notice).

Biocept Inc – BIOCEPT, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK (July 11th, 2018)
Biocept Inc – FORM OF LETTER TO BROKERS, DEALERS, BANKS AND OTHER NOMINEES BIOCEPT, INC. (July 11th, 2018)

This letter is being distributed by Biocept, Inc. (the “Company”) to brokers, dealers, banks and other nominees in connection with the rights offering by Biocept, Inc. (the “Company”) to subscribe for and purchase units, pursuant to non-transferable subscription rights distributed to all holders of record of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) and of February 13, 2015, May 4, 2016, October 19, 2016, March 31, 2017, August 9, 2017 and January 30, 2018 warrants, as of 5:00 p.m., Eastern Time, on July 23, 2018, the record date. Each unit entitles the holder to one share of the Company’s Series A Convertible Preferred Stock, $0.0001 par value per share, and 220 warrants. Each warrant will be exercisable for one share of Common Stock. The subscription rights and units are described in the prospectus dated [●], 2018 (a copy of which accompanies this notice).

Biocept Inc – Biocept, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of August __, 2018 (July 11th, 2018)
Biocept Inc – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF (July 11th, 2018)

Biocept, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

Biocept Inc – CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF (July 6th, 2018)

Biocept, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

Biocept Inc – BIOCEPT, INC. 2013 AMENDED AND RESTATED EQUITY INCENTIVE PLAN Adopted by the Board of Directors: July 31, 2013 Approved by the Stockholders: August 6, 2013 Amended and Restated by the Board of Directors: April 28, 2015 Approved by the Stockholders: June 16, 2015 Amended by the Board: July 25, 2016 Amended by the Board: March 27, 2017 Approved by the Stockholders: May 2, 2017 Amended by the Board: May 7, 2018 Approved by the Stockholders: June 28, 2018 (July 3rd, 2018)
Biocept Inc – ________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT (May 15th, 2018)

Common Stock Warrant Agreement (this “Agreement”), dated as of                      between Biocept, Inc., a Delaware corporation (the “Company”), and                     , a [corporation] [national banking association] organized and existing under the laws of                      and having a corporate trust office in                     , as warrant agent (the “Warrant Agent”).

Biocept Inc – ________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [__], 20___ (May 15th, 2018)

Preferred Stock Warrant Agreement (this “Agreement”), dated as of                      between Biocept, Inc., a Delaware corporation (the “Company”), and                     , a [corporation] [national banking association] organized and existing under the laws of                      and having a corporate trust office in                     , as warrant agent (the “Warrant Agent”).

Biocept Inc – BIOCEPT, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt Securities (May 15th, 2018)
Biocept Inc – ________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [__], 20___ (May 15th, 2018)

Debt Securities Warrant Agreement (this “Agreement”), dated as of                      between Biocept, Inc., a Delaware corporation (the “Company”), and                     , a [corporation] [national banking association] organized and existing under the laws of                      and having a corporate trust office in                     , as warrant agent (the “Warrant Agent”).

Biocept Inc – SERIES A COMMON STOCK WARRANT CERTIFICATE (January 30th, 2018)

THIS SERIES A COMMON STOCK PURCHASE WARRANT CERTIFICATE (the “Warrant”) certifies that, for value received, Cede & Co. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 30, 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biocept, Inc., a Delaware corporation (the “Company”), up to __,___,___ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).  This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registe

Biocept Inc – BIOCEPT, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW (January 24th, 2018)
Biocept Inc – PLACEMENT AGENCY AGREEMENT (January 24th, 2018)
Biocept Inc – SERIES A COMMON STOCK WARRANT CERTIFICATE BIOCEPT, INC. (January 24th, 2018)

THIS SERIES A COMMON STOCK PURCHASE WARRANT CERTIFICATE (the “Warrant”) certifies that, for value received, Cede & Co. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [•], 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biocept, Inc., a Delaware corporation (the “Company”), up to     ,            ,     shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole reg

Biocept Inc – Contract (January 22nd, 2018)

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING DECEMBER 5, 2017 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC. OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE PLACEMENT AGENT AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF DAWSON JAMES SECURITIES, INC. OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER.

Biocept Inc – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (January 22nd, 2018)

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered by and between Biocept, Inc., a Delaware corporation (the “Company”), and Michael W. Nall (“Executive”) and shall be effective as of November 1, 2017 (the “Amendment Effective Date”).