Departure of Directors or Certain

On July 29, 2016, the Compensation Committee of the Board of Directors (the

Compensation Committee

) of Biocept, Inc. (the


) approved the following arrangement for Mark G. Foletta, the Companys former interim Chief Financial Officer:

Mr. Foletta will remain a full-time employee of the Company through August 31, 2016, and during such period will be entitled to receive a base salary of $25,000 per month.

Beginning September 1, 2016 through October 31, 2016, Mr. Foletta will serve as an independent contractor for the Company, and during such period will be entitled to an aggregate consulting fee of $16,000.

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The Company will pay Mr. Foletta a pro-rated cash bonus for 2016 pursuant to the Companys annual cash incentive plan.

The Company will reimburse Mr. Foletta for the cost of COBRA coverage until December 31, 2016.

In addition, the Compensation Committee granted Mr. Foletta a stock option to purchase up to 25,000 shares of the Companys common stock pursuant to the Companys Amended and Restated 2013 Equity Incentive Plan (the


), 100% of which will vest on October 31, 2016, subject to Mr. Folettas continuous service to the Company through such date.The Option has an exercise price equal to $0.65, which was the closing price of the Companys common stock on the date of grant.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: August 1, 2016


/s/ Michael W. Nall


Michael W. Nall


Chief Executive Officer

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