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): March 13, 2014
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.) |
5810 Nancy Ridge Drive, San Diego, CA 92121
(Address of principal executive offices) (Zip Code)
(858) 320-8200
(Registrant’s telephone number, including area code)
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)) |
Item 5.02. Executive Compensation; Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 13, 2014, our Compensation Committee awarded discretionary cash bonuses to the following named executive officers:
| Cash Bonus | ||||
| Michael W. Nall |
$ | 100,000 | ||
| William G. Kachioff |
$ | 20,000 | ||
| Lyle J. Arnold |
$ | 25,000 | ||
| Farideh Z. Bischoff |
$ | 25,000 | ||
Mr. Nall’s bonus award took recognition of and was inclusive of a contractual $100,000 cash bonus to which he might have been entitled under the terms of his August 26, 2013 employment agreement had our initial public offering closed by January 2014 instead of in February 2014. Mr. Kachioff’s bonus award was in addition to a $30,000 cash bonus to which he had become entitled under the terms of his August 1, 2011 employment agreement and which had previously been paid to him.
In addition, on March 13, 2014, our Compensation Committee increased the annual salary rate of Mr. Kachioff from $240,000 to $260,000, effective immediately. (His annual salary rate had previously, pursuant to his August 1, 2011 employment agreement, been increased from $215,000 to $240,000 by virtue of the closing of our initial public offering.)
In addition, on March 13, 2014, our Compensation Committee increased the annual salary rate of Dr. Bischoff from $163,218 to $200,000, effective immediately.
SIGNATURES
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.
Date: March 17, 2014
| BIOCEPT, INC.
| ||
| By: | /s/ William G. Kachioff | |
| Name: | William G. Kachioff | |
| Title: | Chief Financial Officer | |