Current Report Filing (8-k)
March 14 2018 - 5:09PM
Edgar (US Regulatory)
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):
March 14, 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
¨
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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As previously disclosed, on February
20, 2018, Crede Capital Group LLC (“Crede”) filed a lawsuit against Precipio, Inc. (the “Company” or “Precipio”)
in the Supreme Court of the State of New York for Summary Judgment in Lieu of Complaint requiring the Company to pay cash owed
to Crede.
On March 12, 2018, Precipio
entered into a settlement agreement (the “Agreement”) with Crede pursuant to which Precipio agreed to pay Crede a total
sum of $1.925 million over a period of 16 months payable in a combination of cash and stock in accordance with terms contained
in the Agreement.
In accordance with the terms of the Agreement and in addition
to the agreement to pay, Precipio has also executed and delivered to Crede an affidavit of confession of judgment.
This Current Report on Form 8-K contains forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, such as the timing of payments
under the Settlement Agreement. Forward-looking information is based on management's estimates, assumptions and projections, and
is subject to significant uncertainties and other factors, many of which are beyond Precipio's control. Important risk factors
could cause actual future results and other future events to differ materially from those currently estimated by management. Except
as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. The Company cannot guarantee the accuracy of the forward-looking
statements, and you should be aware that the Company’s actual results could differ materially from those contained in forward-looking
statements due to a number of factors, including the statements under “Risk Factors” found in the Company’s Annual
Reports on Form 10-K and its Quarterly Reports on Form 10-Q on file with the Securities and Exchange Commission.
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: March 14, 2018
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