BIOCEPT, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-10-20: Form 8-K; Period of report 2023-10-16; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2023-10-16: Form 8-K; Period of report 2023-10-13; Description 1.03 Bankruptcy or Receivership; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.03.
- 2023-08-22: Form 8-K; Period of report 2023-08-14; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2023-06-21: Form 8-K; Period of report 2023-06-16; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-10-20 | 8-K | 2023-10-16 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On October 16, 2023, the Company received a letter (“Delisting Notice”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff had determined that the Company’s securities will be delisted from Nasdaq pursuant to Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, in connection with the filing of a voluntary case under Chapter 7 of Title 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101 et seq. | biocept_8k.htm |
| 2023-10-16 | 8-K | 2023-10-13 | 1.03 Bankruptcy or Receivership; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.03 After considering strategic alternatives, Biocept, Inc., a Delaware corporation (the “Company”), filed a voluntary petition for relief (the “Petition”) under the provisions of Chapter 7 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. 5.02 Antonino Morales, Marsha A. Chandler, Bruce E. Gerhardt, Quyen Dao-Haddock, Ivor Royston, and Linda Rubinstein (each a “Member” and collectively the “Members”) tendered their resignations as members of the Company’s Board of Directors which resignations were effective on October 13, 2023, prior to filing the Petition. | biocept_8k.htm |
| 2023-08-22 | 8-K | 2023-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2023, we issued a press release announcing our financial results for the three months ended June 30, 2023. | d543949d8k.htm |
| 2023-06-21 | 8-K | 2023-06-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 16, 2023, Samuel D. Riccitelli resigned from his position as Interim President and Chief Executive Officer of Biocept, Inc. (the “Company”), and from the Company’s Board of Directors (the “Board”), effective June 16, 2023. | d524228d8k.htm |
| 2023-05-16 | 8-K | 2023-05-16 | 3.03 Material Modification to Rights of Security Holders | 3.03 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. | d506279d8k.htm |
| 2023-05-15 | 8-K | 2023-05-10 | 2.02 Results of Operations and Financial Condition; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.07 Submission of Matters to a Vote of Security Holders | 2.02 On May 10, 2023, Biocept, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2023. 3.01 As reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, as filed with the Securities and Exchange Commission on May 10, 2023, the Company’s stockholders’ equity as of March 31, 2023 was $2.4 million. 5.07 On May 11, 2023, the Company held a Special Meeting of Stockholders (the “Special Meeting”). | d420466d8k.htm |
| 2023-04-17 | 8-K | 2023-04-17 | 2.02 Results of Operations and Financial Condition | 2.02 On April 17, 2023, we issued a press release announcing our financial results for the twelve months ended December 31, 2022. | d501081d8k.htm |
| 2023-04-17 | 8-K | 2023-04-14 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On April 14, 2023, after discussions with its independent registered public accounting firm, RSM US LLP, Biocept, Inc. (the “Company”) determined that the Company’s unaudited interim condensed financial statements for the quarters ended March 31, 2022 (the “March 31, 2022 Financial Statements”), June 30, 2022 (the “June 30, 2022 Financial Statements”) and September 30, 2022 (the “September 30, 2022 Financial Statements” and together with the March 31, 2022 Financial Statements and June 30, 2022 Financial Statements, the “Relevant Financial Statements”) as included in the previously filed Quarterly Reports on Form 10-Q for such quarters, should no longer be relied upon. | d496456d8k.htm |
| 2023-04-10 | 8-K | 2023-04-10 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 3.02 The disclosure included in Item 1.01 of this report is incorporated under this Item by reference. 3.03 The disclosure included in Item 5.03 of this report is incorporated under this Item by reference. 5.03 On April 10, 2023, in connection with the Purchase Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of the State of Delaware. | d470097d8k.htm |
| 2023-03-20 | 8-K | 2023-03-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 16, 2023, Michael C. Dugan, M.D., the Senior Vice President, Chief Medical Officer and Medical Director of Biocept, Inc. (the “Company”), was terminated, effective March 17, 2023. | d458829d8k.htm |
| 2023-01-06 | 8-K | 2023-01-06 | 2.02 Results of Operations and Financial Condition; 2.05 Costs Associated with Exit or Disposal Activities; 8.01 Other Events | 2.02 On January 6, 2023, Biocept, Inc. (the “Company”) issued a press release announcing its projected cash position at December 31, 2022. 2.05 On January 6, 2023, the Company announced that it is exploring strategic alternatives to enhance shareholder value, and that in connection with such process and in order to extend the Company’s resources, the Company is implementing a restructuring plan that will result in a reduction in the Company’s workforce by approximately 36%. 8.01 On January 6, 2023, the Company announced that it had commenced a process to explore and evaluate strategic alternatives to enhance shareholder value. | d423520d8k.htm |