BIOC

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Common stock offered by the company 876,470 shares

On May 16, 2023, Biocept Inc. filed a Certificate of Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-30 reverse stock split of its outstanding common stock.

From December 31, 2022 to March 31, 2023 Shares issued for ATM transaction, net of issuance costs

From December 31, 2021 to December 31, 2022 Shares issued for ATM transaction, net of issuance costs Shares issued upon conversion of preferred stock

From June 30, 2022 to September 30, 2022 Shares issued for ATM transaction, net of issuance costs

From March 31, 2022 to June 30, 2022 Shares issued for ATM transaction, net of issuance costs

From December 31, 2021 to March 31, 2022 Shares issued upon conversion of preferred stock

From December 31, 2020 to December 31, 2021 Shares issued upon exercise of common stock warrants Shares issued upon cashless exercise of common stock warrants Shares issued for ATM transaction, net of issuance costs Shares issued upon exercise of stock options Shares issued upon conversion of preferred stock

From June 30, 2021 to September 30, 2021 Shares issued for ATM transaction, net of issuance costs Shares issued upon exercise of options

From March 31, 2021 to June 30, 2021 Shares issued for ATM transaction, net of issuance costs

From December 31, 2020 to March 31, 2021 Shares issued upon exercise of common stock warrants Shares issued upon conversion of preferred stock Shares issued upon exercise of options

From December 31, 2019 to December 31, 2020 Shares issued upon exercise of common stock warrants Shares issued upon cashless exercise of common stock warrants Shares issued for exercise of December 2019 overallotment warrants, net of issuance costs Shares issued for March 2, 2020 financing transaction, net of issuance costs Shares issued for March 4, 2020 financing transaction, net of issuance costs Shares issued for April 2020 financing transaction, net of issuance costs. Fractional shares adjustment upon one-for-ten reverse stock split Shares issued upon conversion of preferred stock

From June 30, 2020 to September 30, 2020 Shares issued upon exercise of common stock warrants Shares issued upon cashless exercise of common stock warrants Fractional shares adjustment upon one-for-ten reverse stock split

On September 3, 2020, pursuant to the approval of the Company’s board of directors, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split at a ratio of 1:10 (the “Charter Amendment”). Pursuant to the Charter Amendment, effective at 5:00 p.m. Eastern Time on September 4, 2020 (the “Effective Time”), every 10 shares of the Company’s issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock, without any change in par value per share.

From March 20, 2020 to June 30, 2020 Shares issued upon exercise of common stock warrants Shares issued for April 2020 financing transaction, net of issuance costs

1.Common Stock offered by us in this offering 22,300,000 shares of our Common Stock, par value $0.0001 per share. 2.The number of shares to be outstanding immediately before and immediately after this offering is based on 108,707,392 shares of our Common Stock outstanding as of March 31, 2020.

From December 31, 2019 to March 20, 2020 Shares issued upon exercise of common stock warrants Shares issued upon cashless exercise of common stock warrants Shares issued for March 2, 2020 financing transaction, net of issuance costs Shares issued for March 4, 2020 financing transaction, net of issuance costs Shares issued for exercise of December 2019 overallotment warrants, net of issuance costs

1.Common Stock offered by us in this offering 23,000,000 shares of our Common Stock, par value $0.0001 per share. 2.The number of shares to be outstanding immediately before and immediately after this offering is based on 69,673,243 shares of our Common Stock outstanding as of February 28, 2020

From December 31, 2018 to December 31, 2019 Shares issued upon exercise of common stock warrants Shares issued upon cashless exercise of common stock warrants Shares issued upon exercise of pre-funded common stock warrants Shares issued for January 2019 financing transaction, net of issuance costs Shares and warrants issued for February 2019 financing, net of issuance costs Shares issued for January 2019 financing transaction overallotment, net of issuance costs Shares and warrants issued for March 2019 financing transaction, net of issuance costs Shares and warrants issued for December 2019 underwritten offering, net of issuance costs Shares issued upon conversion of preferred stock

1.Common stock offered by us 19,200,000 shares. 2.The number of shares of our common stock to be outstanding after this offering is based on 23,018,235 shares of our common stock outstanding as of September 30, 2019

from March 31, 2019 to June 30, 2019 Shares issued upon exercise of common stock warrants Shares issued upon conversion of preferred stock

from December 31, 2018 to March 31, 2019 Shares issued upon exercise of common stock warrants Shares issued for January 2019 financing transaction, net of issuance costs Shares and warrants issued for February 2019 financing transaction, net of issuance costs Shares issued for January 2019 financing transaction overallotment, net of issuance costs Shares and warrants issued for March 2019 financing transaction, net of issuance costs Shares issued upon conversion of preferred stock

On February 12, 2019, the Company received net cash proceeds of approximately $6.8 million as a result of the closing of a follow-on public offering of 6,250,000 shares of its common stock and warrants to purchase up to an aggregate of 6,250,000 shares of its common stock at a combined offering price of $1.20 per unit. All warrants sold in this offering have an exercise price of $1.20 per share, are exercisable immediately and expire five years from the date of issuance. In addition, the Company sold warrants to purchase up to an aggregate of 937,500 shares of the Company’s common stock in connection with the partial exercise of the over-allotment option granted to the underwriters. Subsequent to the closing of this offering, no additional cash proceeds have been received from the exercise of warrants sold in this offering. On March 11, 2019, the underwriters exercised their overallotment option for 538,867 shares of the Company’s common stock related to the February 12, 2019 follow-on offering, purchasing shares at $1.20 for net cash proceeds of approximately $601,000. On March 19, 2019, the Company received net cash proceeds of approximately $7.5 million as a result of completing a registered direct offering of 5,950,000 shares at a negotiated purchase price of $1.37 per share. In addition, in a concurrent private placement, the Company issued to purchasers a warrant to purchase one share of the Company’s common stock for each share purchased for cash in the offering.

from December 31, 2017 to December 31, 2018 Shares issued for restricted stock units Shares issued upon exercise of pre-funded common stock warrants Shares and warrants issued for January 2018 financing transaction, net of issuance costs Shares and warrants issued for September 2018 registered direct offering, net of issuance costs Shares issued upon conversion of preferred stock

the stockholders of Biocept, Inc. (the “Company”) approved a proposal to amend the Company’s Certificate of Amendment of Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio in the range of 1:20 to 1:30, such ratio to be determined in the discretion of the Company’s board of directors.

from December 31, 2016 to December 31, 2017 Shares issued for restricted stock units Shares issued upon exercise of common stock warrants Shares and warrants issued for March 2017 registered direct offering, net of issuance costs Shares and warrant issued for August 2017 private placement, net of issuance costs Shares issued for December 2017 registered direct offering, net of issuance costs

Pursuant to a common stock and warrant purchase agreement dated August 9, 2017 between the Company and Ally Bridge, an offering of 1,466,667 shares of the Company’s common stock and warrants to purchase up to an aggregate of 1,434,639 shares of common stock was effected at a combined offering price of $1.50 per unit for total gross proceeds to the Company of $2.2 million.

From December 31, 2015 to December 31, 2016 Shares issued for restricted stock units Shares and warrants issued for May 2016 public offering, net of issuance costs Shares and warrants issued for October 2016 public offering, net of issuance costs Shares issued pursuant to stock purchase agreement, net of issuance costs Fractional shares issued upon one-for-three reverse stock split

The company has approved to effect a reverse stock split of our common stock at a ratio of 1:3 on September 29, 2016

from December 31, 2014 to December 31, 2015 Shares issued for restricted stock units Shares issued for follow-on public offering Shares issued pursuant to stock purchase agreement Exercise of common stock warrants

From December 31, 2013 to June 30, 2014 Shares issued for conversion of Series A Preferred Stock Shares issued for conversion of notes payable and accrued interest of $6.6 million and $0.5 million, respectively Shares issued for initial public offering A 1-for-14 reverse stock split of our common stock effected on November 1, 2013; The automatic conversion of all outstanding shares of our Series A preferred stock into 1,652,851 shares of our common stock in connection with this offering;the automatic conversion of all outstanding convertible notes, at a conversion price equal to the public offering price per share of this offering, into shares of common stock upon the closing of this offering

a 1-for-14 reverse stock split of our common stock effected on November 1, 2013; the automatic conversion of all outstanding shares of our Series A preferred stock into 1,652,851 shares of our common stock in connection with this offering;the automatic conversion of all outstanding convertible notes, at a conversion price equal to the public offering price per share of this offering, into shares of common stock upon the closing of this offering

from December 31,2012 to December 31,2013 Shares issued for conversion of notes payable and accrued interest of $20.2 million and $2.6 million, respectively Stock issuance for RSU Exercise of stock options Repurchase of common shares

from December 31, 2012 to November 4, 2013 Shares issued for conversion of notes payable and accrued interest of $20.2 million and $2.6 million, respectively Stock issuance for RSU Exercise of stock options Repurchase of common shares On November 1, 2013, the Company effected a 1:14 reverse stock split for all common shares.

from December 31, 2012 to June 30, 2013 Shares to be issued for conversion of notes payable and accrued interest of $20.2 million and $2.6 million, respectively (unaudited)