Results of Operations and Financial Condition.
On January 6, 2023, Biocept, Inc. (the “Company”) issued a
press release announcing its projected cash position at
December 31, 2022. A copy of the press release is attached as
Exhibit 99.1 to this current report.
The information in this Item 2.02, and Exhibit 99.1 attached
hereto, is being furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that
Section. The information in this current report shall not be
incorporated by reference into any registration statement or other
document filed with the Securities and Exchange Commission, whether
filed before or after the date hereof regardless of any general
incorporation language in any such filing, unless the Company
expressly sets forth in such filing that such information is to be
considered “filed” or incorporated by reference therein.
Costs Associated with Exit or Disposal Activities.
On January 6, 2023, the Company announced that it is exploring
strategic alternatives to enhance shareholder value, and that in
connection with such process and in order to extend the Company’s
resources, the Company is implementing a restructuring plan that
will result in a reduction in the Company’s workforce by
approximately 36%. The reduction in force is expected to be
completed during the first quarter of 2023.
The Company estimates that it will incur charges of approximately
$0.6 million for severance and other employee
termination-related costs in the first quarter of 2023. The
estimated charges that the Company expects to incur are subject to
a number of assumptions, and actual results may differ materially
from these estimates. The Company may also incur additional costs
not currently contemplated due to events that may occur as a result
of, or that are associated with, its workforce reduction.
On January 6, 2023, the Company announced that it had
commenced a process to explore and evaluate strategic alternatives
to enhance shareholder value. The Company has engaged EF Hutton,
division of Benchmark Investments, Inc., as its financial advisor
to assist in this process. Potential strategic alternatives that
may be explored or evaluated as part of this process include an
acquisition, merger, reverse merger, other business combination,
sales of assets, licensing or other strategic transactions
involving the Company. There can be no assurance of a successful
outcome from these efforts, or of the form or timing of any such
outcome. The Company does not intend to make any further
disclosures regarding the strategic review process unless and until
a specific course of action is approved by the Company’s Board of
Directors or until the Company otherwise determines that further
disclosure is appropriate.
The Company is also filing this current report to disclose that it
intends to cease COVID-19
testing at the end of January 2023.
This report contains forward-looking statements that are based upon
current expectations or beliefs, as well as a number of assumptions
about future events. Although the Company believes that the
expectations reflected in the forward-looking statements and the
assumptions upon which they are based are reasonable, the Company