December 20, 2018

 

VIA EDGAR

 

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 

 

Registration Statement on Form S-1, as amended (File No. 333-228566)

 

 

Ladies and Gentlemen:

 

As the underwriter of the proposed offering of Biocept, Inc. (the “Company”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:25 p.m., Eastern Time, on December 20, 2018, or as soon thereafter as is practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated December 19, 2018, through the date hereof:

 

Preliminary Prospectus dated December 19, 2018:

 

Copies to underwriters: 2

Copies to prospective dealers: 12

Copies to prospective institutional investors: 320

Copies to prospective retail investors: 170

 

The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

 

 

 

---