FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cohen David Seth
2. Issuer Name and Ticker or Trading Symbol

Precipio, Inc. [ PRPO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O PRECIPIO, INC., 4 SCIENCE PARK
3. Date of Earliest Transaction (MM/DD/YYYY)

4/16/2019
(Street)

NEW HAVEN, CT 06511
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

4/18/2019 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
8% Convertible Promissory Note   $0.4471   4/16/2019     A   (1)    $109890       4/16/2019     (1) Common Stock   245785   $109890   245785   D    
Warrant   $0.36   4/16/2019     A   (1)    245785       10/16/2019   10/16/2024   Common Stock   245785     (1) 245785   D    

Explanation of Responses:
(1)  On April 16, 2019, and pursuant to a private offering of derivative securities of Precipio, Inc. (the "Company"), the Company entered into a securities purchase agreement (the "Agreement") with Mr. Cohen, pursuant to which the Company sold an 8% convertible promissory note (the "Note") and warrants (the "Warrants") to purchase shares of common stock, par value $0.01, of the Company ("Shares") to Mr. Cohen for an aggregate purchase price of $108,890. The Note is immediately exercisable at an exercise price of $0.4471 per Share and expires on the earlier of April 16, 2020 and the closing of a certain contemplated offering of the Company's securities. The Warrants have an exercise price of $0.36 per Share and the number of Shares underlying the Warrants is equal to the amount of Shares which the Note is convertible into.

Remarks:
This Form 4 amendment is being filed to correct the original Form 4 filed on April 18, 2019. Table II of the original Form 4 incorrectly stated the price of the Note and the Warrants in column 8 and the expiration date of the Warrant in column 6.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cohen David Seth
C/O PRECIPIO, INC., 4 SCIENCE PARK
NEW HAVEN, CT 06511
X



Signatures
/s/ David Cohen 4/19/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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