Notice of Delisting or

Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 28, 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 bid price requirement of Nasdaq Listing Rule 5550(a)(2). Nasdaq Listing Rule 5550(a)(2) requires that companies listed on the Nasdaq Capital Market maintain a minimum

closing

bid price of at least $1.00 per share.

Under

Nasdaq Listing Rule

5810(c)(3)(A), the Company has a 180 calendar day grace period to regain compliance by meeting the continued listing standard. The continued listing standard will be met if the Companys common stock has a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180 calendar day grace period.

The Company is monitoring the bid price of its common stock and will consider options available to it to potentially achieve compliance.

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: December 2, 2016

By:

/s/ Michael W. Nall

Name:

Michael W. Nall

Title:

Chief Executive Officer

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Other recent filings from the company include the following:

Registration statement under Securities Act of 1933 - Aug. 18, 2017
Bin Li just provided an update on activist position in Biocept - Aug. 17, 2017
Major owner of Biocept just declared owning 3,147,667 shares of Biocept - Aug. 17, 2017
Notice of Exempt Offering of Securities, item 06b - Aug. 14, 2017
Biocept Just Filed Its Quarterly Report: 10. Net Loss per Co... - Aug. 14, 2017

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