Precipio, Inc. — Director's Dealing 2017

Sep 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Precipio, Inc. (PRPO)
CIK: 0001043961
Period of Report: 2017-08-28

Reporting Person: Rimer Mark (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-28	Common Stock	C	177128	$0.00	Acquired	601398	Indirect
2017-08-28	Common Stock	C	59858	$0.00	Acquired	340913	Indirect
2017-09-08	Common Stock	C	85476	$0.00	Acquired	686874	Indirect
2017-09-08	Common Stock	C	124496	$0.00	Acquired	124496	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-28	Series A Senior Convertible Preferred Stock	$	J	2299	Acquired		Common Stock (2299)	Indirect
2017-08-28	Series A Senior Convertible Preferred Stock	$	J	776	Acquired		Common Stock (776)	Indirect
2017-08-28	Series A Senior Convertible Preferred Stock	$	C	177128	Disposed		Common Stock (177128)	Indirect
2017-08-28	Series A Senior Convertible Preferred Stock	$	C	59858	Disposed		Common Stock (59858)	Indirect
2017-08-28	Warrant to Purchase Common Stock	$10.00	A	87414	Acquired	2022-09-01	Common Stock (87414)	Indirect
2017-08-28	Warrant to Purchase Common Stock	$10.00	A	29541	Acquired	2022-09-01	Common Stock (29541)	Indirect
2017-09-06	8% Convertible Promissory Note	$3.7363	J	83301	Acquired		Common Stock or Series A Senior Convertible Preferred Stock ()	Indirect
2017-09-08	8% Convertible Promissory Note	$3.7363	C	83301	Disposed		Common Stock or Series A Senior Convertible Preferred Stock ()	Indirect
2017-09-08	Offering Warrant to Purchase Common Stock	$10.00	A	124496	Acquired	2022-08-28	Common Stock (124496)	Indirect
2017-09-08	8% Convertible Promissory Note	$3.7363	C	20073	Disposed		Common Stock or Series A Senior Convertible Preferred Stock (20073)	Indirect
2017-09-08	Offering Warrant to Purchase Common Stock	$10.00	A	85476	Acquired	2022-08-28	Common Stock (85476)	Indirect

Footnotes

F1: On issuance, each share of Series A Senior Convertible Preferred Stock was convertible into one share of Common Stock of the Issuer at any time and had no expiration date. Pursuant to an Agreement for Conversion of Preferred Stock between Chenies Investor LLC and the Issuer, dated August 28, 2017, Chenies Investor LLC converted 177,128 shares of Series A Convertible Preferred Stock into i) 177,128 shares of Issuer Common Stock and ii) 87,414 Warrants to buy 87,414 shares of Issuer Common Stock.

F2: On issuance, each share of Series A Senior Convertible Preferred Stock was convertible into one share of Common Stock of the Issuer at any time and had no expiration date. Pursuant to an Agreement for Conversion of Preferred Stock between Chenies Management LLC and the Issuer, dated August 28, 2017, Chenies Management LLC converted 59,858 shares of Series A Convertible Preferred Stock into i) 59,858 shares of Issuer Common Stock and ii) 29,541 Warrants to buy 29,541 shares of Issuer Common Stock.

F3: The Reporting Person is a managing member of Chenies Investor LLC.

F4: The Reporting Person is a managing member of Chenies Management LLC.

F5: The 8% Convertible Promissory Note (the "Chenies Note") was issued to Chenies Investor LLC on June 29, 2017 in the principal amount of $75,000 and was payable upon the earlier to occur of (i) October 1, 2017 or (ii) the closing of a Qualified Offering (as defined in the Chenies Note). Pursuant to a Conversion Agreement between Chenies Investor LLC and the Issuer dated September 8, 2017, the Chenies Note together with accrued interest and the Redemption Amount (as defined in the Chenies Note) was converted into i) 85,476 shares of Issuer Common Stock at a conversion price of $2.50 per share and ii) an Offering Warrant exercisable for 85,476 shares of Issuer Common Stock.

F6: An 8% Convertible Promissory Note (the "Dominion Note") was issued to Dominion Capital LLC on June 29, 2017 in the principal amount of $800,000 and was payable upon the earlier to occur of (i) October 1, 2017 or (ii) the closing of a Qualified Offering (as defined in the Dominion Note). Dominion Capital LLC exercised a put option (the "Dominion Put") on September 6, 2017 to sell $311,241 of principal of the Dominion Note to Kuzven Precipio Investor LLC (the "Kuzven Note"). The balance of the Dominion Note, together with accrued interest and the Redemption Amount (as defined in the Dominion Note), was repaid by the Issuer to Dominion Capital LLC (the "Issuer's Repayment").

F7: (Continued from Footnote 6) Kuzven Precipio Investor LLC had a call option on the Dominion Note (the "Kuzven Option") which expired upon the exercise of the Dominion Put and the Issuer's Repayment. Kuzven Precipio Investor LLC received no value for the expiration of the Kuzven Option. Pursuant to a Conversion Agreement between Kuzven Precipio Investor LLC and the Issuer dated September 8, 2017, the Kuzven Note was converted into i) 124,496 shares of Issuer Common Stock at a conversion price of $2.50 per share and ii) an Offering Warrant exercisable for 124,496 shares of Issuer Common Stock.

F8: The Reporting Person is a managing member of Kuzven Precipio Investor LLC.

F9: On August 28, 2017, the Issuer issued a Series A Preferred Payment (as defined in the Company's Certificate of Designation of Series A Senior Convertible Preferred Stock) accrued through August 28, 2017. As a result, Chenies Investor LLC received 2,299 shares of Issuer Series A Convertible Preferred Stock and a cash payment of $0.45 in lieu of a fractional share of Issuer Series A Convertible Preferred Stock.

F10: On August 28, 2017, the Issuer issued a Series A Preferred Payment (as defined in the Company's Certificate of Designation of Series A Senior Convertible Preferred Stock) accrued through August 28, 2017. As a result, Chenies Management LLC received 776 shares of Issuer Series A Convertible Preferred Stock and a cash payment of $3.62 in lieu of a fractional share of Issuer Series A Convertible Preferred Stock.