Biocept agrees $15 million common stock purchase deal with Aspire

Biocept, Inc. (NASDAQ: BIOC) ("Biocept" or the "Company"), a molecular diagnostics company commercializing and developing blood-based liquid biopsies to improve the detection, monitoring and treatment of cancer, announces a $15 million common stock purchase agreement with Aspire Capital Fund, LLC ("Aspire"), a Chicago-based institutional investor. Upon entering into the agreement, Aspire purchased $1 million of Biocept's common stock at $1.60 per share, representing an 8.1% premium over the closing price of $1.48 on December 21, 2015.

Proceeds from the agreement will be used to fund Biocept's general corporate purposes, including research, development and commercialization activities.

After a registration statement related to the transaction has been filed and declared effective by the U.S. Securities and Exchange Commission (SEC), Biocept, at its sole discretion, will have the right to sell common stock to Aspire over a 30-month period at prices based on prevailing market prices at the time of each sale. By controlling the timing of each sale, Biocept may efficiently raise capital to advance its operations while effectively minimizing the dilution of its existing shareholders.

"This agreement affords us added balance sheet strength and flexibility as we further expand our menu of commercial assays and continue to drive physician adoption," said Michael W. Nall, President and CEO of Biocept. "We are dedicated to providing reliable and actionable molecular diagnostic results that assist physicians in making timely and accurate treatment decisions to improve patient outcomes and reduce healthcare costs. We welcome Aspire as a shareholder and we are pleased to have this additional means of accessing capital."

Steven G. Martin, Managing Member of Aspire Capital, said, "Liquid biopsy represents a fundamental shift in how cancer patients can be diagnosed and monitored, which we strongly believe will translate into better treatment decisions and outcomes. Biocept is uniquely positioned to capitalize on this opportunity through its capability of assaying both circulating tumor cells (CTCs) and circulating tumor DNA (ctDNA). By validating the high specificity and sensitivity of its assays through collaborations with renowned research institutions and partnering with additional healthcare payers, we believe Biocept is establishing its position as an emerging leader in the field of liquid biopsy. We look forward to developing a long-term relationship and supporting Biocept as it executes on its business plan."

Under the agreement, Aspire has committed to purchase the remaining $14 million if and when Biocept decides to sell shares to Aspire. For this commitment, Biocept has issued 165,000 shares as a commitment fee to Aspire. Aspire has no rights to require any sales of shares at any time. The agreement does not limit Biocept on the use of any of the proceeds. The agreement does not contain any financial covenants, restrictions on future financings, rights of first refusal, participation rights or penalties whatsoever. Biocept can terminate the agreement at any time without any cost or penalty.