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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/24/22 Biocept Inc. 8-K:5,9 3/22/22 11:148K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 25K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 9K 6: R1 Document and Entity Information HTML 48K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- d341363d8k_htm XML 14K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- bioc-20220322_lab XML 55K 5: EX-101.PRE XBRL Presentations -- bioc-20220322_pre XML 35K 3: EX-101.SCH XBRL Schema -- bioc-20220322 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K 11: ZIP XBRL Zipped Folder -- 0001193125-22-083857-xbrl Zip 10K
| EX-3.1 |
Exhibit 3.1
SECOND AMENDMENT TO
AMENDED AND RESTATED BYLAWS
OF BIOCEPT, INC.
The Amended and Restated Bylaws, as amended (the “Bylaws”), of Biocept, Inc., a Delaware corporation (the “Company”), are hereby amended as follows, effective as of March 22, 2022.
1. Section 5 of Article II of the Bylaws is hereby amended and restated in its entirety to read as follows:
“Section 5. Quorum; Adjournment. Except as otherwise required by law, or provided by the Certificate or these Bylaws, the holders of one third (1/3) of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, either the stockholders entitled to vote thereat, present in person or represented by proxy, or the Chairman of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, and the means of remote communication, if any, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.”
2. Except as specifically amended herein, the Bylaws shall remain unchanged and in full force and effect.
[Remainder of page intentionally left blank]
BIOCEPT, INC.
CERTIFICATE OF ADOPTION OF SECOND AMENDMENT TO
AMENDED AND RESTATED BYLAWS
The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of Biocept, Inc., a Delaware corporation, and that the foregoing Second Amendment to the Amended and Restated Bylaws constitutes the entire amendment to the Amended and Restated Bylaws, as amended, as duly adopted by the Board of Directors on March 22, 2022.
Executed on March 23, 2022.
| /s/ Antonino Morales |
| Antonino Morales |
| Interim Chief Financial Officer and Secretary |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/24/22 | None on these Dates | ||
| 3/23/22 | ||||
| For Period end: | 3/22/22 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/14/23 Biocept Inc. 10-Q 6/30/23 60:8.5M Donnelley … Solutions/FA 5/23/23 Biocept Inc. S-1/A 6:538K Donnelley … Solutions/FA 5/19/23 Biocept Inc. S-1/A 6:451K Donnelley … Solutions/FA 5/16/23 Biocept Inc. S-1/A 6:451K Donnelley … Solutions/FA 5/15/23 Biocept Inc. S-1/A 8:709K Donnelley … Solutions/FA 5/10/23 Biocept Inc. 10-Q 3/31/23 58:6.8M Donnelley … Solutions/FA 4/20/23 Biocept Inc. S-1 4:345K Donnelley … Solutions/FA 4/17/23 Biocept Inc. 10-K 12/31/22 72:11M Donnelley … Solutions/FA 4/17/23 Biocept Inc. 10-Q/A 9/30/22 66:12M Donnelley … Solutions/FA 11/21/22 Biocept Inc. 10-Q 9/30/22 60:7.7M ActiveDisclosure/FA 11/10/22 Biocept Inc. 10-Q 6/30/22 62:7.7M ActiveDisclosure/FA 5/23/22 Biocept Inc. 10-Q 3/31/22 69:8.2M ActiveDisclosure/FA 4/08/22 Biocept Inc. S-8 4/08/22 4:77K Donnelley … Solutions/FA 4/05/22 Biocept Inc. 10-K 12/31/21 88:13M ActiveDisclosure/FA |