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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ( Mark One ) 冈 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM Commission File Number : 001-36284 Biocept , Inc. ( Exact name of Registrant as specified in its Charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 9955 Mesa Rim Road , San Diego , California ( Address of principal executive offices ) ΤΟ Title of each class Common Stock , par value $ .0001 per share Non - accelerated filer 80-0943522 ( I.R.S. Employer Identification No. ) Registrant's telephone number , including area code : ( 858 ) 320-8200 Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) BIOC 92121 ( Zip Code ) Name of each exchange on which registered The Nasdaq Stock Market LLC Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the Registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . YES NO " Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . YES NO " Indicate by check mark whether the Registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the Registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . YES NO Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the Registrant was required to submit such files ) . YES NO ☐ Indicate by check mark whether the Registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definition of " large accelerated filer " , " accelerated filer " , " smaller reporting company ” and “ emerging growth company " in Rule 12b - 2 of the Exchange Act : Large accelerated filer Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7 ( a ) ( 2 ) ( B ) of the Securities Act . X Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the Registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . YES □ NO É The aggregate market value of the voting and non - voting common equity held by non - affiliates of the Registrant , based on the closing price of the shares of common stock on The Nasdaq Stock Market on June 30 , 2020 , was $ 93,146,301 . The number of shares of Registrant's Common Stock outstanding as of March 19 , 2021 was 13,402,368 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive Proxy Statement for the 2021 Annual Meeting of Stockholders , to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10 - K , are incorporated by reference in Part III , Items 10-14 of this Form 10 - K . Except for the portions of the Proxy Statement specifically incorporated by reference in this Form 10 - K , the Proxy Statement shall not be deemed to be filed as part hereof .