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Precipio, Inc. — Director's Dealing 2017
Jul 11, 2017
34807_dirs_2017-07-11_5be66728-3157-4fda-a430-b67663b7dd58.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: Precipio, Inc. (PRPO)
CIK: 0001043961
Period of Report: 2017-06-29
Reporting Person: Cohen David Seth (10% Owner)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 562708 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| 8% Convertible Promissory Note | $3.7363 | Common Stock or Series A Senior Convertible Preferred Stock (60219) | Direct | ||
| Series A Senior Convertible Preferred Stock | $ | Common Stock (185704) | Direct | ||
| Warrant to Purchase Common Stock | $7.50 | 2022-06-29 | Common Stock (7500) | Direct | |
| Call Option (right to buy) | $1.00 | 2017-12-31 | Common Stock (131667) | Direct |
Footnotes
F1: The 8% Convertible Promissory Note (the "Note") was issued to Mr. Cohen on June 29, 2017 in the principal amount of $225,000 and is payable upon the earlier to occur of (i) October 1, 2017 or (ii) the closing of a Qualified Offering (as defined in the Note) (such date, the "Maturity Date"). At any time after the Maturity Date, the Note together with any accrued interest is convertible into shares of Common Stock of the Issuer. If the Issuer does not complete a Qualified Financing by October 1, 2017, the holder may convert the outstanding principal and interest of the Note into shares of the Issuer's Series A Senior Convertible Preferred Stock. Upon the closing of a Qualified Financing, the outstanding principal and interest of the Note will automatically be converted into shares of the Issuer's Series A Senior Convertible Preferred Stock.
F2: Each share of Series A Senior Convertible Preferred Stock is convertible into one share of Common Stock of the Issuer at any time and has no expiration date.
F3: If the Issuer completes a Qualified Financing (as defined in the Warrant to Purchase Common Stock), the exercise price will become the lower of (i) $7.50 or (ii) 110% of the per share offering price in such Qualified Financing, but in no event lower than $1.50 per share.
F4: Mr. Cohen has the right to buy 131,667 shares of the Issuer's Common Stock for an aggregate purchase price of $1.00.