8-K
BIOCEPT INC false 0001044378 0001044378 2023-04-17 2023-04-17

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17, 2023

 

 

BIOCEPT, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36284   80-0943522

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

9955 Mesa Rim Road, San Diego, CA   92121
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (858) 320-8200

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   BIOC   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On April 17, 2023, we issued a press release announcing our financial results for the twelve months ended December 31, 2022. A copy of the press release and accompanying information 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 we expressly set forth in such filing that such information is to be considered “filed” or incorporated by reference therein.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

  

Description

99.1    Press Release dated April 17, 2023.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    BIOCEPT, INC.
Dated: April 17, 2023     By:  

/s/ Samuel D. Riccitelli

    Name:   Samuel D. Riccitelli
    Title:   Interim President and Chief Executive Officer
EX-99.1

Exhibit 99.1

 

LOGO

Biocept Reports 2022 Financial Results

SAN DIEGO (April 17, 2023) – Biocept, Inc. (Nasdaq: BIOC), a leading provider of molecular diagnostic assays, products and services, reports financial results for the 12 months ended December 31, 2022 and provides a business update.

“I could not be prouder of my Biocept colleagues as together we have worked tirelessly to streamline operations, prioritize decisions to advance our corporate mission and carefully manage expenditures. We are more convinced than ever that our proprietary CNSide assay will improve the lives of patients with cancers that have metastasized to the central nervous system. To support this conviction, we have completed our evaluation of strategic alternatives and determined that the best course of action is for Biocept to further develop and commercialize this important asset while pursuing various options to extend our cash runway,” said Samuel D. Riccitelli, Biocept’s Chairman, and interim President and CEO.

“We’ve implemented cost-efficiency measures such as enhancing laboratory operations, reducing services from outside vendors and lowering headcount by more than 40% from our pre-COVID-19 testing level. Additionally, we will be requiring the majority of our academic center and hospital customers to enter into lab service agreements with us to maintain access to CNSide testing. We have started this process and expect full implementation over the next few months. We have also executed a few new regional in-network payor agreements that will allow for improved reimbursement for certain CNSide testing.

“We are pleased to have opened enrollment in our FORESEE clinical trial, with the goal of generating clinical utility evidence that will support the incorporation of CNSide into clinical care guidelines, which we believe will significantly broaden both physician and payor adoption,” he added. “We look forward to discussing our progress and providing updates on the FORESEE trial during a business update conference call planned for later this quarter.”

2022 Financial Results

Today Biocept filed with the Securities and Exchange Commission a Quarterly Report on Form 10-Q/A to amend previously filed financial statements for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022. The amendments are related to calculations for certain stock options and changes in payer class and implicit price concessions through the Company’s revenue recognition and account reconciliation process. The amendments resulted in a change to previously reported net revenues for the nine months ended September 30, 2022 of $9.4 million.

For 2022, Biocept is reporting net revenues of $25.9 million, compared with $61.1 million for 2021, with the decline due primarily to lower RT-PCR COVID-19 testing volume and changes in implicit price concessions due to payor class changes. The number of commercial accessions delivered for 2022 and 2021 were 294,182 and 532,520, respectively.

Cost of revenues for 2022 was $28.4 million, compared with $37.8 million for 2021, with the decrease primarily due to lower RT-PCR COVID-19 testing volume.


Research and development (R&D) expenses for 2022 were $6.2 million, compared with $5.0 million for 2021. R&D expenses in 2022 included costs associated with the FORESEE clinical trial including work performed by a contract research organization and an increase in materials and supplies.

General and administrative expenses for 2022 were $16.1 million, compared with $12.6 million for 2021. The increase was predominantly due to expenses related to separation agreements with former executive management, increases in audit and accounting fees and higher legal expenses.

Sales and marketing expenses for 2022 were $7.1 million, compared with $8.3 million for 2021, with the decrease primarily due to fewer sales representatives and lower commission expense.

Net loss attributable to common stockholders for 2022 was $32.1 million, or $1.89 per share, compared with a net loss attributable to common stockholders for 2021 of $2.8 million, or $0.19 per share.

Biocept reported cash of $12.9 million as of December 31, 2022, compared with $28.9 million as of December 31, 2021.

Conference Call

Biocept will provide advance notice of the business update call planned for later this quarter including date, time and participation instructions.

About Biocept

Biocept, Inc. develops and commercializes molecular diagnostic assays that provide physicians with clinically actionable information for treating and monitoring patients diagnosed with a variety of cancers. For more information, visit www.biocept.com. Follow Biocept on Facebook, LinkedIn, Twitter, and Instagram.

Forward-Looking Statements Disclaimer Statement

This news release contains forward-looking statements that are based upon current expectations or beliefs, as well as a number of assumptions about future events. Although we believe that the expectations reflected in the forward-looking statements and the assumptions upon which they are based are reasonable, we can give no assurance that such expectations and assumptions will prove to be correct. Forward-looking statements are generally identifiable by the use of words like “will,” “expect,” “goal,” “objective,” “believe” or “intend” or the negative of these words or other variations on these words or comparable terminology. To the extent that statements in this news release are not strictly historical, including, without limitation, statements regarding our plan to implement lab service agreements with the majority of our academic and hospital customers, expected improved reimbursement for CNSide as a result of our regional in-network payor agreements, our strategy to generate evidence of CNSide’s clinical utility in support of adoption into clinical care guidelines and the broadening of both physician and payor adoption, are forward-looking, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous risks and uncertainties, including that the results of the FORESEE clinical trial may not support the inclusion of CNSide in clinical care guidelines; Medicare and private payors may not provide coverage and reimbursement or may breach, rescind or modify their contracts or reimbursement policies or delay payments; our customers may choose not to enter into lab service agreements with us; risks related to our need for additional capital; and the risk that our products and services may not perform as expected. These and other factors are described in greater detail under the “Risk Factors” heading of our Annual Report on Form 10-K for the year ended December 31, 2022, which is being filed with the Securities and Exchange Commission (SEC) today. The effects of such risks and uncertainties could cause actual results to differ materially from the forward-looking statements contained in this news release. We do not plan to update any such forward-looking statements and expressly disclaim any duty to update the information contained in this press release except as required by law. Readers are advised to review our filings with the SEC at http://www.sec.gov/.

 

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Investor & Media Contact:

LHA Investor Relations

Jody Cain

Jcain@lhai.com, (310) 691-7100

 

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Biocept, Inc.

Balance Sheets

(in thousands, except share and per share data)

 

     December 31,     December 31,  
     2022     2021  

Assets

    

Current assets:

    

Cash

   $ 12,897     $ 28,864  

Accounts receivable

     2,151       13,786  

Inventories, net

     757       2,651  

Prepaid expenses and other current assets

     538       391  
  

 

 

   

 

 

 

Total current assets

     16,343       45,692  

Fixed assets, net

     2,572       2,401  

Lease right-of-use asset - operating

     8,486       9,026  

Lease right-of-use assets - finance

     3,086       2,842  

Other non-current assets

     386       456  
  

 

 

   

 

 

 

Total assets

   $ 30,873     $ 60,417  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 1,523     $ 7,246  

Accrued liabilities

     2,249       3,018  

Current portion of lease liability - operating

     518       426  

Current portion of lease liabilities - finance

     1,099       1,083  

Supplier financing

     117       —    
  

 

 

   

 

 

 

Total current liabilities

     5,506       11,773  

Non-current portion of lease liability - operating

     9,175       9,736  

Non-current portion of lease liabilities - finance

     1,200       1,428  

Payor liability

     6,132       —    
  

 

 

   

 

 

 

Total liabilities

     22,013       22,937  

Commitments and contingencies (see Note 13)

    

Stockholders’ equity:

    

Preferred stock, $0.0001 par value, 5,000,000 shares authorized; 2,090 shares and 2,106 shares issued and outstanding at December 31, 2022 and 2021, respectively.

     —         —    

Common stock, $0.0001 par value, 150,000,000 shares authorized; 17,070,071 shares and 16,849,805 shares issued and outstanding at December 31, 2022 and 2021, respectively.

     2       2  

Additional paid-in capital

     307,296       303,829  

Accumulated deficit

     (298,438     (266,351
  

 

 

   

 

 

 

Total stockholders’ equity

     8,860       37,480  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 30,873     $ 60,417  
  

 

 

   

 

 

 

 

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Biocept, Inc.
Statements of Operations
(in thousands, except shares and per share data)

 

     For the years ended  
     December 31,  
     2022     2021  

Net revenues

   $ 25,858     $ 61,249  

Costs and expenses:

    

Cost of revenues

     28,440       37,764  

Research and development expenses

     6,161       4,960  

General and administrative expenses

     16,113       12,614  

Sales and marketing expenses

     7,127       8,320  
  

 

 

   

 

 

 

Total costs and expenses

     57,841       63,658  
  

 

 

   

 

 

 

Loss from operations

     (31,983     (2,409

Other (expense):

    

Interest expense, net

     (316     (290

Other income, net

     87       —    
  

 

 

   

 

 

 

Total other (expense):

     (229     (290
  

 

 

   

 

 

 

Loss before income taxes

     (32,212     (2,699

Income tax benefit (expense)

     125       (125
  

 

 

   

 

 

 

Net loss

     (32,087     (2,824
  

 

 

   

 

 

 

Net loss attributable to common shareholders

   $ (32,087   $ (2,824
  

 

 

   

 

 

 

Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders:

    

Basic

     16,953,812       14,775,805  
  

 

 

   

 

 

 

Diluted

     16,953,812       14,775,805  
  

 

 

   

 

 

 

Net loss per common share:

    

Basic

   $ (1.89   $ (0.19
  

 

 

   

 

 

 

Diluted

   $ (1.89   $ (0.19
  

 

 

   

 

 

 

# # #

 

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