As filed with the Securities and Exchange Commission on October 19, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.) |
5810 Nancy Ridge Drive
San Diego, CA 92121
(Address of Principal Executive Offices)
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Biocept, Inc. Amended and Restated 2013 Equity Incentive Plan
(Full Title of the Plan)
Michael W. Nall
Chief Executive Officer and President
Biocept, Inc.
5810 Nancy Ridge Drive
San Diego, CA 92121
(Name and Address of Agent for Service)
(858) 320-8200
(Telephone Number, Including Area Code, of Agent for Service)
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Copy to:
Charles J. Bair
Nathan J. Nouskajian
Cooley llp
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
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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 ☐ |
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Non-accelerated filer ☑ | Smaller reporting company ☑ |
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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. ☑
CALCULATION OF REGISTRATION FEE
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Title of Each Class |
| Maximum | Proposed Maximum |
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of Securities to | Amount to be | Offering | Aggregate | Amount of |
be Registered | Registered (1) | Price per Share | Offering Price | Registration Fee |
Common Stock (par value $0.0001 per share) | 49,156 shares | $2.75(2) | $135,179 (2) | $16.38 |
Common Stock (par value $0.0001 per share) | 48,400 shares | $2.56(3) | $123,904 (3) | $15.02 |
Total | 97,556 shares (4) |
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| $31.40 |
(2) | This estimate is made pursuant to Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the weighted average exercise price for the Registrant’s common stock subject to outstanding stock options. |
(3) | This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s common stock on October 18, 2018, as reported on the Nasdaq Capital Market. |
(4) | Represents shares of the Registrant’s common stock added to the 2013 Plan, which shares are reserved for issuance exclusively for the grant of stock awards to employees of the Registrant who have not previously been one of the Registrant’s employees or directors, except following a bona fide period of non-employment, as an inducement material to the individual’s entering into employment with the Registrant within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. |
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
The Registrant is hereby registering 97,556 additional shares of its common stock for issuance under the 2013 Plan. The Registrant previously registered shares of its common stock for issuance under the 2013 Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on August 13, 2015 (No. 333-206347), August 5, 2016 (No. 333-212960), May 15, 2017 (No. 333-218018) and September 10, 2018 (No. 333-227267). 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
Exhibits: | Description | |||
3.1 | ||||
3.2 | ||||
3.3 | ||||
3.4 | ||||
3.5 | ||||
3.6 | ||||
4.1 | Reference is made to Exhibits 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6 | |||
4.2 | ||||
4.3 | ||||
4.4 | ||||
4.5 | ||||
4.6 | ||||
4.7 | ||||
4.8 | ||||
4.9 | ||||
4.10 | ||||
4.11 |
4.13 | ||||
4.14 | ||||
4.15 | ||||
4.16 | ||||
4.17 | ||||
4.18 | ||||
4.19 | ||||
4.20 | ||||
4.21 | ||||
4.22 | ||||
4.23 | ||||
5.1 | ||||
23.1 | Consent of Mayer Hoffman McCann P.C., an Independent Registered Public Accounting Firm. | |||
23.2 | Consent of Cooley LLP. Reference is made to Exhibit 5.1. | |||
24.1 | Power of Attorney. Reference is made to the signature page hereto. | |||
99.1 |
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 October 19, 2018.
Biocept, Inc.
By: /s/ Michael W. Nall |
Michael W. Nall |
Chief Executive Officer and President |
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael W. Nall and Timothy Kennedy, 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.
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Signature
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/s/ Michael W. Nall
Michael W. Nall | Chief Executive Officer, President and Director (Principal Executive Officer) | October 19, 2018 |
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/s/ Timothy Kennedy
Timothy Kennedy | Chief Financial Officer, Senior Vice-President of Operations (Principal Financial Officer and Principal Accounting Officer) | October 19, 2018 |
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/s/ David F. Hale
David F. Hale | Chairman and Director | October 19, 2018 |
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/s/ Marsha A. Chandler
Marsha A. Chandler | Director | October 19, 2018 |
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/s/ Bruce E. Gerhardt
Bruce E. Gerhardt | Director | October 19, 2018 |
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/s/ Bruce A. Huebner
Bruce A. Huebner | Director | October 19, 2018 |
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/s/ Ivor Royston
Ivor Royston | Director | October 19, 2018 |
/s/ M. Faye Wilson
M. Faye Wilson | Director | October 19, 2018 |