Additional Proxy Soliciting Materials (definitive) (defa14a)
June 15 2018 - 4:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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PRECIPIO, INC.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each Class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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):
June 15, 2018
PRECIPIO, INC.
(Exact Name of Registrant as Specified
in Its Charter)
Delaware
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001-36439
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91-1789357
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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4 Science Park, New Haven, CT 06511
(Address of principal executive offices)
(Zip Code)
(203) 787-7888
(Registrant's telephone number, including
area code)
Not Applicable
(Former name, former address and former
fiscal year, if changed since last report date)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
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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 8.01.
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Other Events
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On June 15, 2018, Precipio Inc. (the "Company")
issued a press release (the "Press Release") announcing that the Company’s 2018 Annual Meeting of Shareholders,
originally scheduled for 9:30 a.m. Eastern Time on Friday, June 15, 2018 at the offices of the Company, 4 Science Park, New Haven,
CT 06511, was adjourned due to the fact that shareholders entitled to cast 50% of the votes at the meeting were not present, in
person or by proxy, and thus, a quorum was not present at the meeting to conduct business. The meeting was rescheduled for July
6, 2018 at 10.00 a.m. Eastern Time at the offices of the Company.
A copy of the Press Release is attached
hereto as Exhibit 99.1 and is incorporated into this Current Report on Form 8-K by reference.
Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description of Exhibit
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99.1
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Press Release dated June 15, 2018.
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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.
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PRECIPIO, INC.
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By:
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/s/ Ilan Danieli
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Name:
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Ilan Danieli
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Title:
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Chief Executive Officer
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Date: June 15, 2018
EXHIBIT 99.1
PRECIPIO INC. ANNOUNCES ADJOURNMENT OF ANNUAL MEETING OF
SHAREHOLDERS
NEW HAVEN, CT, (June 15, 2018) –
Specialty diagnostics
company
Precipio, Inc.
(
NASDAQ:PRPO
), announced today that
the Company’s 2018 Annual Meeting of Shareholders, originally scheduled for 9:30 a.m., Eastern Standard Time on Friday, June
15
th
, 2018 at the offices of the Company at 4 Science Park, New Haven, CT 06511 was adjourned due to the fact that the
percentage of shareholders participating in the proxy vote totaled approximately 45%, thereby not reaching the quorum of 50% required
to conduct business and approve the measures. The meeting is rescheduled for July 6
th
, 2018 at 10:00 a.m. Eastern Standard
Time at the offices of the Company. Company management noted that of the votes received, all measures requiring a for/against vote
received a “For” vote of over 95%.
If you have already voted on your shares you do not need to
vote again and we thank you for your support.
“I appreciate the overwhelming shareholder support for
the measures put forth by the company, as demonstrated in the affirmative vote of over 95% of voters for these measures,”
said Ilan Danieli, CEO of Precipio. “Over the next few weeks, we will be reaching out to additional shareholders through
various measures to obtain the necessary additional votes to meet the quorum. The company remains focused on growth and achieving
continuous positive results, as have been demonstrated in recent quarters.”
If you have any questions concerning the
2018 Annual Meeting and you are the stockholder of record of your shares, please contact the company by email at
investors@precipiodx.com
or by phone to (203) 787 7888. If your shares are held by a broker or other nominee (that is, in “street name”),
please contact your broker or other nominee for questions concerning the 2018 Annual Meeting.
About Precipio
Precipio has built a platform designed
to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions
and delivering quality diagnostic information to physicians and their patients worldwide. Through its collaborations with world-class
academic institutions specializing in cancer research, diagnostics and treatment, such as the Yale School of Medicine and Harvard’s
Dana-Farber Cancer Institute, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care.
For more information, please visit
www.precipiodx.com
.
Forward-Looking Statements
Certain statements in this press release constitute “forward-looking
statements,” within the meaning of federal securities laws, including statements related to ICP technology, including other
financial projections and potential market opportunity, plans and prospects and other statements containing the words “anticipate,”
“intend,” “may,” “plan,” “predict,” “will,” “would,” “could,”
“should,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities
Litigation Reform Act of 1995. The Company's actual results could differ materially from those anticipated in these forward-looking
statements as a result of various factors. Factors that could cause future results to materially differ from the recent results
or those projected in forward-looking statements include the known risks, uncertainties and other factors described in the Company’s
quarterly report on form 10-Q for the quarter ended March 31, 2018 and on the Annual Report on Form 10-K for the year ended December
31, 2017, the Company’s prior filings and from time to time in the Company’s subsequent filings with the Securities
and Exchange Commission. Any change in such factors, risks and uncertainties may cause the actual results, events and performance
to differ materially from those referred to in such statements. All information in this press release is as of the date of the
release and the Company does not undertake any duty to update this information, including any forward-looking statements, unless
required by law.
Additional Information and where to
find it
The Company has filed a definitive proxy
statement and associated proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with
the solicitation of proxies for the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) on May 29,
2018. The Company, its directors, its executive officers and certain other individuals set forth in the definitive proxy statement
will be deemed participants in the solicitation of proxies from shareholders in respect of the Annual Meeting. Information regarding
the names of the Company’s directors and executive officers and certain other individuals and their respective interests
in the Company by security holdings or otherwise is set forth in the Company’s quarterly report on form 10-Q for the quarter
ended March 31, 2018 and on the Annual Report on Form 10-K for the year ended December 31, 2017, has been included in the definitive
proxy statement filed with the SEC on May 29, 2019. Details containing the nominees of the Company’s Board of Directors
for election at the 2018 Annual Meeting of Shareholders are included in the definitive proxy statement. BEFORE MAKING ANY VOTING
DECISION, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE
DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING PROXY CARD, BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
The Company’s definitive proxy statement and a form of proxy have been mailed to shareholders of the Company. Investors
and shareholders can obtain a copy of the documents filed by the Company with the SEC, including the definitive proxy statement,
free of charge by visiting the SEC’s website, www.sec.gov. The Company’s shareholders can also obtain, without charge,
a copy of the definitive proxy statement and other relevant filed documents when available from the Company’s website at
www.precipiodx.com
.
Inquiries:
investors@precipiodx.com
+1-203-787-7888
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