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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant x

 

 

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨Preliminary Proxy Statement

¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨Definitive Proxy Statement

xDefinitive Additional Materials

¨Soliciting Material Pursuant to § 240.14a-12

Biocept, Inc.

(Exact name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

x

No fee required.

¨

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1.

Title of each class of securities to which transaction applies:

 

2.

Aggregate number of securities to which transaction applies:

 

3.

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 

4.

Proposed maximum aggregate value of transaction:

 

5.

Total fee paid:

 

¨

Fee paid previously with preliminary materials.

¨

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

6.

Amount Previously Paid:

 

7.

Form, Schedule or Registration Statement No.:

 

8.

Filing Party:

 

9.

Date Filed:

 

 

 

 

 

 

May 20, 2015

 

 

 

 

Dear Shareholder:

 

 

 

We recently mailed you proxy material in connection with our upcoming Annual Meeting of Shareholders to be held on June 16, 2015. According to our records, we have not yet received your proxy.

 

It is very important that your shares be voted, regardless of the number of shares you own.

Please take a moment to VOTE your shares by returning your proxy in the envelope provided. You can also vote by telephone or the internet by following the enclosed instructions.

 

Our Board of Directors unanimously recommends a “FOR” vote on all proposals.

 

Please disregard this letter if you already voted your shares. Thank you for your cooperation and support.

 

 

Sincerely,

 

 

 

/s/ William G. Kachioff

William G. Kachioff

Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This information is being provided to certain stockholders in addition to Biocept, Inc.’s proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 30, 2015. Please read the complete proxy statement and accompanying materials carefully before you make a voting decision. The proxy statement, and any other documents filed by Biocept with the SEC, may be obtained free of charge at the SEC’s website at http://www.sec.gov and from Biocept’s website at http://www.biocept.com. Biocept and its directors and officers may be deemed to be participants in the solicitation of proxies in connection with the upcoming Annual Meeting. The interests of the directors and officers of Biocept in the proposals and their ownership of Biocept common stock are set forth in the proxy statement.