Precipio, Inc. — Capital/Financing Update 2018

Sep 25, 2018

8-K 1 tv503379_8k.htm FORM 8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549

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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): September 20, 2018

PRECIPIO, INC. (Exact Name of Registrant as Specified in Its Charter)

Delaware (State of Incorporation) 001-36439 (Commission File Number) 91-1789357 (I.R.S. Employer Identification No.)

4 Science Park, New Haven, CT 06511

(Address of principal executive offices) (Zip Code)

(203) 787-7888

(Registrant's telephone number, including area code)

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Not Applicable (Former name, former address and former fiscal year, if changed since last report date)

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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 (see General Instruction A.2. below):

¨ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

On September 20, 2018, Precipio Inc. (the “Company”) completed its final drawdown in the amount of $545,001.30 in accordance with the terms of the securities purchase agreement with certain investors (the “Investors”) entered into between the Company and the Investors on April 20, 2018. On the same date the Company and the investors have entered into a letter agreement (the “Agreement”) pursuant to which the Company and the Investors agreed to reprice all the warrants that were issued to the Investors, pursuant to the terms of Agreement whereby the exercise price of all the warrants shall be reduced from $0.75 to $0.50 per share of common stock of the Company.

The foregoing is only a brief description of the material terms of the Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exh i bits.

(d) Exhibits.

10.1 Form of Letter Agreement by and between Precipio and the Investors

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SIGNATURE

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.

PRECIPIO, INC.
By:	/ s/ Ilan
Danieli
Name:	Ilan Danieli
Title:	Chief Executive Officer

Date: September 25, 2018

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