{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-096519","form_type":"8-K","ticker":null,"cik":"0001044378","company_name":"BIOCEPT INC","filed_at":"2023-04-10T23:59:59+00:00","discovered_at":"2026-05-14T18:03:37.747533+00:00","generated_at":"2026-06-17T03:59:17.388763+00:00","sec_items":["1.01","5.03","3.02","3.03","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Biocept issues Series B Preferred to Board Chair to secure reverse stock split approval","bullets":["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)."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-096519","json":"https://secwatch.observer/filing/0001193125-23-096519.json","markdown":"https://secwatch.observer/filing/0001193125-23-096519.md","text":"https://secwatch.observer/filing/0001193125-23-096519.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1044378/000119312523096519/0001193125-23-096519-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1044378/000119312523096519/d470097d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-17T03:59:17.388763+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"464a32730a13e5a12d9139f70c7df0fb995abe23","claim":"BIOCEPT INC: Filed Certificate of Designation for Series B Preferred Stock, establishing preferences, rights and limitations (effective 2023-04-10).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1044378/000119312523096519/0001193125-23-096519-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-04-10"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}