Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

The disclosure set forth below in Item 8.01 is incorporated herein by reference.

Item 8.01

Other Events.

On May20, 2016, Biocept, Inc. (the

Company

) received a letter from The Nasdaq Stock Market LLC (

Nasdaq

) indicating that Nasdaq has determined that the Company has failed to comply with the minimum stockholders equity requirement of Nasdaq Listing Rule 5550(b)(1). Nasdaq Listing Rule 5550(b)(1) requires that companies listed on the Nasdaq Capital Market maintain a minimum of $2,500,000 in stockholders equity for continued listing.

As part of the Companys plan to regain compliance with Nasdaq Listing Rule 5550(b)(1), on October 19, 2016, the Company closed an underwritten public offering of 9,100,00 0 shares of its common stock and warrants to purchase up to an aggregate of 9,100,000 shares of its common stock at a combined offering price of $1.10 (the

October Offering

). The net proceeds to the Company from the October Offering were approximately $8.8 million.

As a result of the October Offering, the Company believes that, as of the date of this Current Report on Form 8-K, it has regained compliance with the minimum stockholders equity requirement of Nasdaq Listing Rule 5550(b)(1).

Nasdaq will continue to monitor the Companys ongoing compliance with Nasdaq Listing Rule 5550(b)(1). If at the time of the Companys next periodic report the Company does not evidence compliance with Nasdaq Listing Rule 5550(b)(1), it may be subject to delisting.

Forward-Looking Statements

Statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Risks are described more fully in the Companys filings with the Securities and Exchange Commission, including without limitation the Companys most recent Quarterly Report on Form 10-Q and other documents subsequently filed with or furnished to the Securities and Exchange Commission. All forward-looking statements contained in this Current Report on Form 8-K speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

SIGNATURE

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.

BIOCEPT, INC.

Dated: October 28, 2016

By:

/s/ Michael W. Nall

Name:

Michael W. Nall

Title:

President and Chief Executive Officer

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Other recent filings from the company include the following:

Biocept director just picked up 5,667 shares - March 29, 2017
Biocept just filed a prospectus, suggesting it plans to soon issue some securities - March 29, 2017
Biocept Just Filed Its Annual Report: 12. Net Loss per Co... - March 28, 2017
Shareholder Director - March 23, 2017
CFO of Biocept was just granted 16,383 options - March 22, 2017

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