Biocept Dates and Terms of Rights Offering

Biocept, Inc. (NASDAQ: BIOC) (“Biocept”), a leading commercial provider of liquid biopsy tests designed to provide physicians with clinically actionable information to improve the outcomes of patients diagnosed with cancer, today provided an informational update to stockholders regarding its proposed rights offering and the expected key dates and terms relative to the offering. Stockholders are advised to ensure they complete their open market purchases of Biocept’s common stock by Thursday, July 19, 2018 to be considered a stockholder of record on Monday, July 23, 2018. Holders of the Company’s warrants issued February 13, 2015, May 4, 2016, October 19, 2016, March 31, 2017, August 9, 2017 and January 30, 2018 are also entitled to participate in the rights offering on the same terms as the stockholders. Stockholders, warrant holders or interested parties are advised to direct all questions and informational requests to the contacts listed below.

Under the proposed rights offering, Biocept will distribute one non-transferable subscription right for each share of common stock and each warrant (on an as-if-converted-to-common-stock basis) held on the record date. Each right will entitle the holder to purchase one unit, at a subscription price of $1,000 per unit, consisting of one share of Series A Convertible Preferred Stock with a face value of $1,000 (and immediately convertible into shares of Biocept’s common stock at a conversion price of $4.53 per share) and 220 warrants to purchase Biocept’s common stock with an exercise price of $4.53 per share. The warrants will be exercisable for 5 years after the date of issuance.

The subscription rights are non-transferable and may only be exercised during the anticipated subscription period of Tuesday, July 24, 2018 through 5:00 PM ET on Wednesday, August 8, 2018, unless extended by Biocept.

The expected calendar for the rights offering is as follows:

• Thursday, July 19, 2018: Ownership Day — in order to be considered a stockholder of record on Monday, July 23, 2018, shares should be acquired by this date.
• Monday, July 23, 2018: Record Date
• Tuesday, July 24, 2018: Distribution Date; Subscription Period Begins
• Wednesday, August 8, 2018: Subscription Period Ends 5:00 PM ET (unless extended at Biocept’s sole discretion)

Holders who exercise their subscription rights in full will be entitled, if available, to subscribe for additional units that are not purchased by other stockholders, on a pro rata basis and subject to ownership limitations.

Biocept has engaged Maxim Group LLC and Dawson James Securities, Inc. as co-dealer-managers in the offering.

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