Precipio, Inc. — Director's Dealing 2017

Jul 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Precipio, Inc. (PRPO)
CIK: 0001043961
Period of Report: 2017-06-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-29	Common Stock	A	424270	—	Acquired	424270	Indirect
2017-06-29	Common Stock	A	281055	—	Acquired	281055	Indirect
2017-06-29	Common Stock	A	4179	—	Acquired	4179	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-29	Series A Senior Convertible Preferred Stock	$	A	174829	Acquired		Common Stock (174829)	Indirect
2017-06-29	Series A Senior Convertible Preferred Stock	$	A	59082	Acquired		Common Stock (59082)	Indirect
2017-06-29	Warrant to Purchase Common Stock	$7.00	A	91420	Acquired	2022-06-29	Common Stock (91420)	Indirect
2017-06-29	Call Option (right to buy)	$3.7363	A	214113	Acquired		Common Stock or Series A Senior Convertible Preferred Stock (214113)	Indirect
2017-06-29	8% Convertible Promissory Note	$3.7363	A	20073	Acquired		Common Stock or Series A Senior Convertible Preferred Stock (20073)	Indirect
2017-06-29	Warrant to Purchase Common Stock	$7.50	A	2500	Acquired	2022-06-29	Common Stock (2500)	Indirect
2017-06-29	Call Option (right to buy)	$1.00	A	263332	Acquired	2017-12-31	Common Stock (263332)	Indirect

Footnotes

F1: The Reporting Person is a managing member of Chenies Investor LLC.

F2: The Reporting Person is a managing member of Chenies Management LLC.

F3: The Reporting Person holds units of Precipio Employee Holdings, LLC.

F4: 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.

F5: The Warrant to Purchase Common Stock is exercisable as to 22,857 shares of Common Stock of the Issuer upon grant and as to 68,572 shares of Common Stock of the Issuer upon Kuzven Precipio Investor LLC's performance of certain obligations as set forth in the Warrant to Purchase Common Stock.

F6: The Reporting Person is a managing member of Kuzven Precipio Investor LLC.

F7: The 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 is 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) (such date, the "Maturity Date"). At any time after the Maturity Date, the Dominion 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 Dominion 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 Dominion Note will automatically be converted into shares of the Issuer's Series A Senior Convertible Preferred Stock. Kuzven Precipio Investor LLC has a call option on the Dominion Note.

F8: 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 is 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) (such date, the "Maturity Date"). At any time after the Maturity Date, the Chenies 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 Chenies 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 Chenies Note will automatically be converted into shares of the Issuer's Series A Senior Convertible Preferred Stock.

F9: 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.

F10: Kuzven Precipio Investor LLC has the right to buy 263,332 shares of the Issuer's Common Stock for an aggregate purchase price of $1.00.