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FWP
The CEE Solution
Personalized Medicine from a Liquid Biopsy
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-191323
Date:  January 15, 2014

Forward–Looking Statements
This presentation contains, and any accompanying oral presentation would no
doubt contain, forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995, regarding us (Biocept,
Inc.) and our
business.  Forward-looking statements include all statements that are not historical
facts and generally can be identified by terms such as anticipates, believes, could,
estimates, expects, intends, may, plans, potential, predicts, projects, should, will,
would, or the negative of those terms and similar expressions.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or
achievements to
be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements.  For details about these
risks, please see our SEC filings.
All forward looking statements contained in this presentation speak only as of the
date hereof, and except as required by law, we assume no obligation to update
these forward-looking statements whether as a result of any new information,
future events, changed circumstances or otherwise.
2

FWP Statement
3
This presentation highlights basic information about us and the offering to which this communication
relates. Because it is a summary, it does not contain all of the information that you should consider before
investing in our common stock. 
We have filed a registration statement (including a prospectus, which currently is in preliminary form)
with the US Securities and Exchange Commission for the offering to which this presentation relates. The
registration statement has not yet become effective. Before you invest, you should read the preliminary
prospectus in the registration statement (including the risk factors described therein) and other
documents we have filed with the SEC for more complete information about us and the offering. 
You may access these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov 
The preliminary prospectus, dated January 10, 2014, is available on the SEC Web site at
Alternatively, we or any underwriter participating in the offering will arrange to send you the preliminary
prospectus and, when available, the final prospectus and/or any supplements thereto if you contact Aegis
Capital Corp., Prospectus Department, 810 Seventh Avenue, 18th Floor, New York, NY 10019, telephone:
212-813-1010, e-mail: prospectus@aegiscap.com 

Initial Public Offering Summary
4

Business Overview
CLIA facility in
San Diego, CA
Genomic test results
sent to physicians
R&D
Clinical
Development
CLIA Lab
R&D, test kits
manufactured and
samples analyzed
5
Manufacturing

Investment Highlights
•
OncoCEE™: measures circulating tumor cells (CTCs)
•
OncoCEE-BR™
: first commercialized test for breast cancer
•
CEE-Selector™: platform expansion for mutation analysis
•
Robust test pipeline focused on solid tumor genomic diagnostics
including lung, breast, colon, prostate and melanoma
•
Established, certified and scalable CLIA lab
•
Clear path to market penetration
•
Established research collaborations and strategic partnerships
6
Commercial stage cancer diagnostics company with ground-breaking
technology platform utilizing a simple blood test

Biocept Executive Team
7

US Market Opportunity
8
*
Incidence,
prevalence
and
deaths
data
provided
by
National
Cancer
Institute:
http://seer.cancer.gov/statfacts/

Molecular Cancer Testing Market
*GEN Magazine, Bold Prediction for Future Cancer Tests         *Frost and Sullivan –
Market Research 2011
**Jain Pharma Biotech June 2011
Market Characteristics:
•
Increased reliance on molecular diagnostics for treatment decisions
•
Expanding use of targeted therapies
•
Greater sophistication of oncology diagnostics
•
Limited by need for tumor tissue
9

Limitations of Tissue Biopsy
10
Cancer is a heterogeneous disease
—
Molecular properties differ within a tumor
—
Primary tumor biopsy may not reflect current disease condition
—
Therapy causes changes in tumor cells
Biopsy is invasive
—
May not be feasible based on patient condition or tumor accessibility
—
Impractical for periodic monitoring  for progression / recurrence
Biopsy tissue is limited
—
Greater demand due to molecular profiling
Liquid Biopsy Addresses Limitations in Standard of Care
Liquid Biopsy Addresses Limitations in Standard of Care
—
Surgery is costly

New Molecular Paradigm –
Liquid Biopsy
•
CTCs –
Circulating Tumor Cells, ctDNA –
Circulating tumor DNA
•
CTCs and ctDNA: demonstrated surrogate for tumor tissue biopsy
•
Can be captured and characterized for biomarkers, similar to tissue
•
Liquid biopsy repeatable throughout treatment, particularly when
tissue unavailable
•
66% of researchers say analysis of CTCs will be standard of care
in the next 4 years
*
11
*CTC industry overview –
Hanson and Wade  2013
Solid tumors shed
CTCs and ctDNA
into blood
CTCs and ctDNA travel
via bloodstream
CTCs & ctDNA analyzed for
patient treatment decisions
Breast cancer CTC

OncoCEE-BR™
Commercially Available Breast Cancer Diagnostic
OncoCEE-BR
TM
, a simple blood test
•
Confirm tumor characterization (HER2, ER, PR)
•
Reduce false negatives –
identify more patients for therapy
•
Monitor patient response to therapy
•
Detect metastasis, recurrence and biomarker conversion
•
Define tumor status to aid therapy selection when tissue not available
12

13
CEE Technology Overview 
Farideh Bischoff, PhD
VP Translational Medicine

The OncoCEE™
Platform Solution
•
Isolate and analyze CTCs in Biocept CLIA lab
•
Significantly reduced “no result”
or “non-reportable”
cases due to
greater sensitivity and broader capture
•
On demand, current genomic status of tumor
•
Monitoring for drug efficacy and tumor recurrence
•
Enables improved patient outcomes at reduced cost of care
•
Can be adapted for wide range of cancer types
14
Simple blood test for prognosis, therapy selection and monitoring
for cancer patients
Personalized Biomarker Analysis

OncoCEE™
Personalized Genomic Diagnostics
15
EGFR/ALK/ROS1
K-ras
B-raf
ZELBORAF®
(vemurafenib)
TARCEVA®
(erlotinib)
&
IRESSA®
(gefitinib) /
&
XALKORI ®(crizotinib)
ERBITUX®
(cetuximab)
&
VECTIBIX®
(panitumumab)                                            
HER2
HERCEPTIN®
(trastuzumab )
The Right Therapy for the Right Patient at the Right Time
OncoCEE-BR™
Breast Cancer
OncoCEE-ME™
Melanoma
OncoCEE-CR™
Colorectal Cancer
OncoCEE-LU™
Non-small Cell
Lung Cancer

OncoCEE CTC Testing
16
CTC Capture
ICC for Protein
FISH for Genes
Plasma
Buffy Coat –
CTCs
Red Blood Cells  

CEE®
Microfluidic Channel
•
Patented arrangement of posts optimized for ultra-sensitive rare
cell capture
•
Mounted on glass slide and transparent, enabling direct microscopic
visualization of captured CTCs
•
Multiple assays can be performed on captured CTCs
•
Cells can be released for further analysis, including CEE-Selector
mutation analysis, and for next generation sequencing at Biocept
or
with industry partners
17

OncoCEE™
Platform
CellSearch (J&J) Platform
Proprietary CTC antibody capture cocktail
Not limited to “traditional”
epithelial CTCs
Captures more CTCs
•
Single capture antibody
•
Limited to “traditional”
epithelial CTCs
Immediate post-capture biomarker analysis
•
No biomarker analysis offered
Developing tests applicable to broad range
of solid tumors
•
Only available for Breast, Colon, Prostate
OncoCEE™
A New Standard in Oncology Diagnostics
18

Published CTC Enumeration Comparison*
Traditional Definition of CTCs (CK+, CD45-, DAPI+)
19
*Pecot et al, Cancer Discovery, Dec. 2011

Biocept Technology Detects More CTCs
20
•
Traditional definition of CTC
•
Biocept captures more of these
due to antibody cocktail and
microfluidic channel design
•
Frequently, HER2 positive tumor cells are
CK negative
*
•
CK negative cells missed by competitors
•
Biocept captures these types of cells
*
Mayer et al. Cancer Genetics, 2011
CK Positive/HER2+
CK Negative/HER2+

21
CEE Selector Overview 
Lyle Arnold, PhD
Chief Scientific Officer

CEE-Selector Platform (Launch Expected 2014)
22
CTC Capture
Plasma –
ctDNA
Buffy Coat –
CTCs
Red Blood Cells  
EGFR
K-ras
B-raf
ZELBORAF®
(vemurafenib)
ERBITUX®
(cetuximab)
&
VECTIBIX®
(panitumumab)
TARCEVA®
(erlotinib) &
IRESSA®
(gefitinib)

Advantages of CEE-Selector™
Platform
•
Allows for both CTC and ctDNA analysis
•
Detects 1 mutation out of >10,000 normal DNA
•
Works with various nucleic acid targets (DNA and RNA)
•
Compatible with sequencing and PCR instruments
•
Multiplexing reduces costs and enhances reimbursement
•
Potential applications in all stages of cancer
23
Mutation determination sensitivity 10-100x better
than competing platforms*
*
Biocept internal data

24
OncoCEE-BR™
Product Validation-
CLIA
Product Development-
R&D and TCD
OncoCEE-BR™
(DTC)
OncoCEE-PR™
OncoCEE-LU™
OncoCEE-CR™
OncoCEE-ME™
OncoCEE-GA™
Product Development Pipeline

25
OncoCEE™
Product Profiles

Established CLIA Facility
•
CLIA inspected and certified
•
CAP accredited for high complexity
testing
•
Manufacturing and Lab Operations in place
•
Scalable for future growth
•
Laboratory Information System with client portal
•
Adjacent clinical development and research facility
26

27
Targeted Commercialization Strategy
•
Raise awareness of the value of CTCs and ctDNA
•
Drive OncoCEE-BR adoption
–
Market directly to oncologists
–
Develop key opinion leader speakers
•
Build relationships with patient advocacy groups
•
Publish studies with major cancer centers
•
Participate in medical meetings / symposia
•
Deepen payor relationships and expand reimbursement coverage
•
Expand strategic partnerships with pharma and biotech for personalized
diagnostics

28
Driving Adoption for Growth
12 Month Commercial Team
Build
•
Head of sales and marketing
•
Regionally based sales team
•
Sales team for Pharma
•
Managed care expert
•
Internal marketing
•
Leverage partner sales forces
3 year sales team plan

Reimbursement Strategy
•
Utilize established CPT codes
–
Medicare covers analysis component of testing
–
Select private payors cover CTC capture, enumeration and
analysis
–
Seeking Medicare coverage for capture and enumeration
•
Diversify revenue streams
–
Grow clinical trial business and other fee for service channels
–
Establish new revenue sources through partnerships
•
Perform health economics studies against tissue biopsy
29

30
Clinical Utility Studies

Intellectual Property
31
Biocept Developed Solutions
One US and associated
foreign patents pending
Two issued US patents and
two issued foreign patents;
multiple pending US and
foreign  patents
Two US and  associated
foreign patents pending for
capture; one US and
associated foreign patents
pending for detection
One US and associated
foreign patents pending

Use of Proceeds to Drive Growth
•
Sales and Marketing investment to
commercialize test offerings (~$5 Million)
•
Research and Development, including
clinical utility studies, future test validation
and enhancements (~$5 million)
•
Operational Efficiency: automation and
scale up (~$3 million)
•
General and Corporate Purposes
32

Pre-IPO Capital Structure
33
1
Assuming conversion of all preferred stock and convertible debt
to common stock.
2
Average option strike price of $5.13
3
Strike price is IPO price, assuming $11

34
Comparables
*
As of January 10, 2014

Investment Highlights
•
OncoCEE™: measures circulating tumor cells (CTCs)
•
OncoCEE-BR™
: first commercialized test for breast cancer
•
CEE-Selector™: platform expansion for mutation analysis
•
Robust test pipeline focused on solid tumor genomic diagnostics
including lung, breast, colon, prostate and melanoma
•
Established, certified and scalable CLIA lab
•
Clear path to market penetration
•
Established research collaborations and strategic partnerships
35
Commercial stage cancer diagnostics company with ground-breaking
technology platform utilizing a simple blood test

The CEE Solution
Personalized Medicine from a Liquid Biopsy