UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d)
On November 17, 2022, we appointed Quyen Dao-Haddock to our Board of Directors (the “Board”), to serve as a Class III director with a term of office expiring at our 2025 Annual Meeting of Stockholders. Ms. Dao-Haddock was also appointed to serve as a member of the Audit Committee of the Board.
Pursuant to our non-employee director compensation policy (the “Compensation Policy”), (i) Ms. Dao-Haddock will receive an annual cash retainer of (a) $40,000 for service on the Board and (b) $15,000 for service on the Audit Committee, and (ii) Ms. Dao-Haddock was granted on the date of her appointment an option to purchase 10,000 shares of our common stock, which vests annually over a three-year period. The Compensation Policy also provides for automatic annual option grants to purchase 10,000 shares of our common stock, which vests one year following the date of grant. Each of the equity grants described above will vest in full in the event of a change in control (as defined in our equity incentive plan). The foregoing description of the Compensation Policy is qualified in its entirety by the full text of the Compensation Policy, a copy of which is filed as Exhibit 10.16 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on April 5, 2022.
Ms. Dao-Haddock has also entered into our standard form of Indemnity Agreement with our directors and officers, a copy of which is filed as Exhibit 10.4 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on April 5, 2022.
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: November 18, 2022 | By: | /s/ Samuel D. Riccitelli | ||||
| Name: | Samuel D. Riccitelli | |||||
| Title: | Interim President and Chief Executive Officer | |||||