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EX-23.1 - EX-23.1 - BIOCEPT INCd670841dex231.htm
EX-5.1 - EX-5.1 - BIOCEPT INCd670841dex51.htm

As filed with the Securities and Exchange Commission on February 4, 2014

Registration No. 333-

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

BIOCEPT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   8071   80-0943522

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

5810 Nancy Ridge Drive

San Diego, CA 92121

(858) 320-8200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Michael W. Nall

Chief Executive Officer and President

Biocept, Inc.

5810 Nancy Ridge Drive

San Diego, CA 92121

(858) 320-8200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Michael J. Brown, Esq.

Hayden J. Trubitt, Esq.

Michael L. Lawhead, Esq.

Stradling Yocca Carlson & Rauth, P.C.

4365 Executive Drive, Suite 1500

San Diego, CA 92121

(858) 926-3000

 

William G. Kachioff

Senior Vice-President, Finance and

Chief Financial Officer

Biocept, Inc.

5810 Nancy Ridge Drive

San Diego, CA 92121

(858) 320-8200

 

Ivan K. Blumenthal, Esq.

Merav Gershtenman, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky

and Popeo, P.C.

666 Third Avenue

New York, NY 10017

(212) 935-3000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x (File No. 333-191323)

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   x

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

 

Amount

to be

Registered(1)

 

Proposed

Maximum

Aggregate

Offering Price

Per Share(2)

 

Proposed

Maximum

Aggregate

Offering Price(2)

 

Amount of

Registration Fee(3)(4)

Common Stock, $0.0001 par value per share

  94,092   $10.00   $940,920.00   $121.20

Representative’s Warrants to Purchase Common Stock(3)

       

Common Stock Underlying Representative’s Warrants(2)(4)

  4,091   $12.50   $51,137.50   $6.59

Total Registration Fee

  98,183       $992,057.50   $127.79

 

 

(1) Includes shares of Common Stock that the underwriters have an option to purchase.
(2) This amount is based on the initial public offering price.
(3) The registration fee was calculated pursuant to Rule 457(a) of the Securities Act of 1933, as amended.
(4) The Registrant previously registered an aggregate of $26,454,531 of Common Stock on a Registration Statement on Form S-1 (File No. 333-191323), as amended, which was declared effective on February 4, 2014 and for which a filing fee of $3,592 was previously paid.

This registration statement shall become effective upon filing with the Securities and Exchange

Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement on Form S-1 (the “462(b) Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the purpose of registering 98,183 shares of the common stock, $0.0001 par value per share (the “Common Stock”), of Biocept, Inc. (the “Company”). This 462(b) Registration Statement relates to the initial public offering of the Common Stock of the Company contemplated by the Registration Statement on Form S-1 (File No. 333-191323), which was initially filed with the Securities and Exchange Commission (the “Commission”) on September 23, 2013 (as amended from time to time thereafter, the “Registration Statement”). The Registration Statement was declared effective by the Commission on February 4, 2014.

Pursuant to Rule 462(b), the contents of the Registration Statement, including the exhibits thereto, are hereby incorporated by reference into this 462(b) Registration Statement.

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Diego, California, on the 4th day of February, 2014.

 

BIOCEPT, INC.
By:   /s/ Michael W. Nall
  Michael W. Nall
  Chief Executive Officer and President

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Michael W. Nall

Michael W. Nall

  

Chief Executive Officer, President and Director (Principal Executive Officer)

  February 4, 2014

/s/ William G. Kachioff

William G. Kachioff

  

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

  February 4, 2014

/s/ David F. Hale*

David F. Hale

  

Executive Chairman and Director

  February 4, 2014

/s/ Marsha A. Chandler*

Marsha A. Chandler

  

Director

  February 4, 2014

/s/ Bruce E. Gerhardt*

Bruce E. Gerhardt

  

Director

  February 4, 2014

/s/ Bruce A. Huebner*

Bruce A. Huebner

  

Director

  February 4, 2014

/s/ Edward Neff*

Edward Neff

  

Director

  February 4, 2014

/s/ Ivor Royston*

Ivor Royston

  

Director

  February 4, 2014

/s/ M. Faye Wilson*

M. Faye Wilson

  

Director

  February 4, 2014

 

* By Michael W. Nall, as the indicated Director’s attorney-in-fact


EXHIBIT INDEX

 

Exhibit

No.

  

Description of Document

    5.1    Opinion of Stradling Yocca Carlson & Rauth, P.C.
  23.1    Consent of independent registered public accounting firm.
  23.2    Consent of Stradling Yocca Carlson & Rauth, P.C. (included in Exhibit 5.1).
  24.1    Power of Attorney (included in the Registration Statement).