Current Report Filing (8-k)
March 21 2018 - 9:29AM
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 21, 2018
PRECIPIO,
INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State of Incorporation)
|
|
001-36439
(Commission File Number)
|
|
91-1789357
(I.R.S. Employer Identification No.)
|
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):
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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. [_]
|
Item 1.01
|
Entry into a Material Definitive Agreement.
|
On March 21, 2018, Precipio, Inc. (the “
Company
”)
entered into a Letter Agreement (the “
Agreement
”) with certain holders (the “Investors”) of shares
of the Company’s Series B Convertible Preferred Stock, par value $0.01 per share (“Series B Preferred Stock”),
shares of the Company’s Series C Convertible Preferred Stock, par value $0.01 per share (“Series C Preferred Stock”
and, together with the Series B Preferred Stock, “Preferred Stock”), and warrants (the “Warrants”) to purchase
shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), issued in the Company’s
public offering in August 2017 and registered direct offering in November 2017.
Pursuant to the Agreement, Company and the
Investors agreed that, as a result of the issuance of shares of Common Stock pursuant to that certain Equity Purchase Agreement,
dated February 8, 2018, by and between the Company and the investor named therein, and effective as of the time of execution of
the Agreement, the exercise price of the Warrants was reduced to $0.75 per share (the “Exercise Price Reduction”) and
the conversion price of the Preferred Stock was reduced to $0.75 (the “Conversion Price Reduction”). As consideration
for the Company’s agreement to the Exercise Price Reduction and the Conversion Price Reduction, (i) each Investor agreed
to convert the shares of Preferred Stock held by such Investor into shares of Common Stock in increments of up to $4.99% of the
shares of Common Stock outstanding as of the date of the Agreement and (ii) one Investor agreed to exercise 666,666 Warrants and another Investor agreed to exercise 500,000 Warrants in increments of up to $4.99% of the shares
of Common Stock outstanding as of the date of the Agreement, in each case in accordance with the beneficial ownership limitations
set forth in the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred
Stock, the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred
Stock and the Warrants.
The foregoing is only a brief description
of the material terms of the Agreement and does not purport to be a complete description of the rights and obligations of the parties
thereunder, and is qualified in its entirety by reference to the Agreement that is filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated by reference herein.
|
Item 3.03
|
Material Modification to Rights of Security Holders.
|
The information disclosed in Item 1.01
of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
|
Item 9.01
|
Financial Statements and Exh
i
bits.
|
(d) Exhibits.
Exhibit
No.
|
|
Description
|
10.1
|
|
Agreement, dated March 21, 2018, by and among Precipio, Inc., Sabby Volatility Warrant Master Fund, Ltd., Lincoln Park Capital Fund, LLC, Alpha Capital and Osher Capital Partners, LLC
|
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.
|
|
|
|
PRECIPIO, INC.
|
|
|
|
|
|
By:
|
/s/ Ilan Danieli
|
|
|
Name:
|
Ilan Danieli
|
|
|
Title:
|
Chief Executive Officer
|
Date: March 21, 2018
Precipio (NASDAQ:PRPO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Precipio (NASDAQ:PRPO)
Historical Stock Chart
From Apr 2023 to Apr 2024