Biocept issues Series B Preferred to Board Chair to secure reverse stock split approval

BIOCEPT INC

Issued one share of Series B Preferred to Chair Samuel Riccitelli for $100; carries 300M votes solely on reverse split proposals.
Series B votes must mirror common stock votes cast (excluding abstentions/broker non-votes), effectively reducing impact of non-votes.
Reverse split approval now requires majority of combined common + Series B voting power, altering prior majority-of-outstanding-common standard.
Series B is non-convertible, has $100 liquidation preference senior to common, and is redeemed automatically after reverse split approval.
Transfer restricted until reverse split vote; issuance exempt under Section 4(a)(2) as sale to accredited investor (Board Chair).

item 1.01 item 5.03 item 3.02 item 3.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

BIOCEPT INC: Filed Certificate of Designation for Series B Preferred Stock, establishing preferences, rights and limitations (effective 2023-04-10).

Change: charter amendment
Effective: 2023-04-10

Exact text from the filing

On April 10, 2023, in connection with the Purchase Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of the State of Delaware.

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Source: SEC EDGAR

accession 0001193125-23-096519

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