Biocept Announces Pricing of $5.0 Million Underwritten Public Offering

Biocept, Inc. (NASDAQ: BIOC) (“Biocept” or the “Company”), a leading provider of molecular diagnostic assays, products and service, announces the pricing of an underwritten public offering of 1,176,470 shares of its common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to an aggregate of 2,352,940 shares of its common stock at a combined offering price of $4.25 per share (or pre-funded warrant in lieu thereof) and an accompanying warrant to purchase two shares of common stock. The warrants will have a per share exercise price of $4.25, are exercisable immediately, will expire five years from the date of issuance and contain an alternative cashless exercise provision whereby, subject to certain conditions, a warrant may be exchanged cashlessly for shares of common stock at the rate of half a share of common stock per full share otherwise issuable upon a cash exercise. The gross proceeds to Biocept from this offering are expected to be approximately $5.0 million, before deducting the underwriting discounts and commissions and estimated offering expenses payable by Biocept. The offering is expected to close on May 26, 2023, subject to customary closing conditions. Biocept expects to use the net proceeds from the offering for the advancement of its FORESEE trial for CNSide, working capital and general corporate purposes. Biocept has also granted the underwriters a 45-day option to purchase up to an additional 176,470 shares of common stock and accompanying warrants to purchase up to 352,940 shares of common stock, at the public offering price less discounts and commissions.

EF Hutton, division of Benchmark Investments, LLC, is acting as the sole book-running manager and Brookline Capital Markets, a division of Arcadia Securities, LLC, is acting as lead manager in connection with the offering. Maxim Group LLC is acting as financial advisor to the Company.

The shares of common stock, pre-funded warrants and warrants are being offered pursuant to a registration statement on Form S-1 (File No. 333-271355), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on May 24, 2023. The securities may be offered only by means of a prospectus. A preliminary prospectus relating to and describing the terms of the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus and, when available, copies of the final prospectus relating to the offering may be obtained at the SEC’s website at www.sec.gov or from EF Hutton, division of Benchmark Investments, LLC, Attention: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, by email at [e-mail], or by telephone at [phone].