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 1, 2021
PRECIPIO,
INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-36439
(Commission File Number)
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91-1789357
(IRS 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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Ticker symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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PRPO
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The Nasdaq Stock Market LLC
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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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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On March 1, 2021, the board of directors
(the “Board”) of Precipio, Inc. (the “Company”) accepted the resignation of Mr. Rimer as a member of the
Board, Audit Committee and Compensation Committee, effective March 1, 2021. The Board accepted that Mr. Rimer become an observer,
and in such capacity Mr. Rimer will attend, in a non-voting observer capacity, all meetings of the Board. It was further approved
that the Company shall compensate Mr. Rimer in his capacity as an observer in the same amounts of all cash retainers, meeting fees
and any other cash fees and/or any other equity grants (stock options or any other forms of equity grants awarded) as if he was
still an independent director of the Board. Mr. Rimer did not resign due to any disagreement with the Company on any matter relating
to its operations, policies or practices.
On March 1, 2021, the Company elected Mr.
Ron A. Andrews to fill the vacancy left by Mr. Rimer’s resignation and to serve as a class III director of the Company, effective
March 1, 2021 and until the Company’s 2021 annual meeting of stockholders or his earlier resignation, retirement or removal.
Mr. Andrews is 60 years old. Mr. Andrews
joined the Board of Directors of Oncocyte Corporation as a board member in April 2018 and has served as the President and Chief
Executive Officer since July 1, 2019. Mr. Andrews is the founder and former principal of the Bethesda Group, a consulting firm
that advises companies in the molecular diagnostics and genomics fields. Prior to founding the Bethesda Group in 2015, Mr. Andrews
served as President of the Genetic Sciences Division of Thermo Fisher Scientific from September 2013 to December 2014, and as the
President of Medical Sciences Venture for Life Technologies from February 2012 to September 2013 when Life Technologies was acquired
by Thermo Fisher. From 2004 to December 2010, Mr. Andrews was the Chief Executive Officer and Vice Chairman of the Board of Directors
of Clarient, Inc., a cancer diagnostics company From December 2010 to February 2012, he served as CEO of GE Molecular Diagnostics
after Clarient was acquired by GE Healthcare. Mr. Andrews also held management positions with companies in diagnostics and related
medical fields, including Roche Molecular Diagnostics, Immucor, Inc. and Abbott Labs. Mr. Andrews also serves as a director of
Oxford ImmunoTec. Mr. Andrews is also a member of the Board of Governors of CancerLinQ LLC, a wholly-owned non-profit subsidiary
of the American Society of Clinical Oncology. Mr. Andrews Graduated from Wofford College in 1981 with degrees in Biology and Chemistry.
Mr. Andrews will be compensated for his
service as a non-employee director under the Company’s policy for non-employee director compensation. In connection with
the election of Mr. Andrews and pursuant to the Company’s 2017 Stock Option and Incentive Plan, as amended, (the “Plan”),
the Company granted Mr. Andrews stock options (each an “Option” and together, the “Options”) to purchase
an aggregate of 2,069 and 5,171 shares, respectively, of the Company’s common stock (“Common Stock”), par value
$0.01 per share, both at an exercise price per share equal to the closing price of the Company’s Common Stock on March 1,
2021 (the “Grant Date”). The Option to purchase 2,069 shares shall vest equally over a twelve month period commencing
on the Grant Date, and the Option to purchase 5,171 shares shall vest equally over a thirty six month period commencing on the
Grant Date.
Mr. Andrews does not have a family relationship
with any of the executive officers or directors of the Company. Mr. Andrews is not a party to any transaction with the Company
that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr.
Andrews and any other persons pursuant to which Mr. Andrews was selected as a director of the Company. Effective March 1, 2021,
Mr. Andrews will also serve as a member of the Compensation Committee of the Board.
Effective March 1, 2021, the Board appointed
Mr. Sandberg as Chairman of the Board and Dr. Douglas Fisher as a member of the Audit Committee.
Item 5.05. Amendments to the Registrant’s
Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On March 1, 2021, certain
stylistic, technical and administrative amendments to the Company’s Code of Business Conduct and Ethics applicable to directors,
officers and employees of the Company and its subsidiaries, as approved by the Board, upon recommendation from the Governance and
Nominating Committee, took effect.
The foregoing description
of the amendment to the Company’s Code of Business Conduct and Ethics is qualified in its entirety by reference to the Company’s
Code of Business Conduct and Ethics, as amended on March 1, 2021, which is available for review or download in the Corporate Governance
section of the Company’s website, www.precipiodx.com.
We expect that any further
amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements, will also be disclosed on the Company’s
website.
Item 8.01 Other Events.
On March 1, 2021, the Company issued a
press release announcing the resignation of Mr. Rimer and the appointment of Mr. Andrews as well as a press release announcing
the appointment of Mr. Sandberg as new chairman of the Board (individually the “Press Release” and together, the “Press
Releases”). Copies of the Press Releases are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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 3, 2021
Exhibit 99.1
Mr. Richard
Sandberg is appointed Chairman of Precipio’s Board of Directors
NEW HAVEN,
CT, (March 3, 2021) - Specialty cancer diagnostics company Precipio, Inc. (NASDAQ:
PRPO) announces the appointment of Mr. Richard Sandberg as Chairman of the Board of Directors. Dr. Douglas Fisher will
step down as Chairman and maintain his role as a Director on the company’s board.
Mr. Sandberg has
been involved with Precipio since its inception and has acted in various advisory roles. in 2019 he joined the company’s
Board of Directors and has been a significant contributor to helping the company formulate strategy and execute on its plans.
Mr Sandberg is
a seasoned diagnostics executive with a substantial track record in the field of diagnostics. As the founder, chairman, CEO and
CFO of Dianon Systems, Inc., a diagnostics company that was acquired in 2002 by LabCorp for $650M, Mr. Sandberg has direct experience
relevant to Precipio’s business, the industry, and the challenges a growth company faces. Mr. Sandberg also serves as a director
of Poplar Healthcare, LLC, a privately owned anatomical pathology laboratory with which the Company entered into a joint venture
in 2020.
From 2008 to
2019, Mr. Sandberg also served as Chairman of the Board of Oxford Immunotec, which is
being acquired by Perkin Elmer for over $550M,
Mr. Sandberg also serves as Chief Executive Officer of Resolys Bio, Inc, a pharmaceutical company which is developing a treatment
for long-term, chronic traumatic brain injury.
“Precipio
is capitalizing on a unique opportunity to develop better diagnostic technology in support of its university-based pathology partnerships
and to bring that technology to physician offices in the US and abroad. I am pleased and fortunate to have the chance to contribute
to a company with so many opportunities to grow,” said Mr. Sandberg.
“I have
been fortunate to have Dick Sandberg in my corner throughout the years as the company navigated the challenges of developing its
business model and executing on its vision, and his counsel has been invaluable to myself and my team”, said Ilan Danieli,
CEO of Precipio, Inc. “I am honored to have Dick assume the role as chairman of the board and continue to be a driving force
within the company’s leadership.”
Dr. Douglas Fisher
joined the company’s board in 2017 and assumed the role of Chairman in December 2019. During those years and under Doug’s
leadership, the company completed the transition following its merger with Transgenomic; erased past liabilities and has developed
a business model that combines diagnostic services and products that have already begun to significantly impact the company’s
value. Doug will continue to play a significant role as a director and will remain a contributing member of the board.
“I’m so pleased that Dick has
agreed to be Chairman. It has been a pleasure to work with him as an independent director. His experience in the field
uniquely qualifies him for this role, and I’m glad he is ready to step into it,” said Doug Fisher.
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, as well as proprietary products that
serve laboratories worldwide. Through its collaborations with world-class academic institutions specializing in cancer research,
diagnostics and treatment such as the Yale School of Medicine, Harvard’s Dana-Farber Cancer Institute, and the University
of Pennsylvania, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. For more information,
please visit www.precipiodx.com.
Please follow us on Twitter @PrecipioDx
and on Facebook.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including, among others, statements related to the expected or potential impact of the novel
coronavirus (COVID-19) pandemic, and the related responses of the government, consumers, and the company, on our business, financial
condition and results of operations, and any such forward-looking statements, whether concerning the COVID-19 pandemic or otherwise,
involve risks, assumptions and uncertainties. Except for historical information, statements about future volumes, sales, growth,
costs, cost savings, margins, earnings, earnings per share, diluted earnings per share, cash flows, plans, objectives, expectations,
growth or profitability are forward-looking statements based on management’s estimates, beliefs, assumptions and projections.
Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,”
“goals,” “projects,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current
views with respect to future events and operational, economic and financial performance, are intended to identify such forward-looking
statements. These forward-looking statements are only predictions, subject to risks and uncertainties, and actual results could
differ materially from those discussed. Important factors that could affect performance and cause results to differ materially
from management’s expectations, or could affect the company’s ability to achieve its strategic goals, include the uncertainties
relating to the impact of COVID-19 on the company’s business, operations and employees and the other factors that are described
in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis” in the company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as updated from time to time in the company’s Securities
and Exchange Commission filings.
The company’s forward-looking statements
in this press release are based on management’s current views, beliefs, assumptions and expectations regarding future events
and speak only as of the date of this release. 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, except as required by the federal securities laws.
Inquiries:
investors@precipiodx.com
+1-203-787-7888
Ext. 523
Exhibit 99.2
Mr. Ron Andrews
joins Precipio’s Board of Directors
Company
Strengthens Depth of Expertise in Products Industry
NEW HAVEN,
CT, (March 3, 2021) - Specialty cancer diagnostics company Precipio, Inc. (NASDAQ:
PRPO) announces that Mr. Ron Andrews has joined the company’s Board of Directors. As the company continues to
build its products division around commercializing the technologies it has developed (such as HemeScreen and IV-cell), having
additional resources and experienced industry veterans to support management’s goals is key to its success and ongoing growth.
Mr. Andrews brings
a wealth of experience in the diagnostics world, and specifically in the areas of product development & commercialization.
Some of Mr. Andrews’ past experiences includes Chief Commercial Officer at Roche Molecular;
President of Genetic Science Division at Thermo Fisher Scientific; President of the Medical
Sciences Venture at Life Technologies Corporation; and CEO of Clarient, which was acquired
by GE Healthcare for $580M in 2010.
“My life’s
work in oncology has focused on democratizing important academic capabilities to empower community oncologists and pathologists
with diagnostic tools that enable accurate, rapid delivery of important information allowing them to provide the best care for
their patient”, said Mr. Andrews. “I am excited to join the Precipio board as the team embarks on that same mission
for physicians managing patients with various forms of blood cancers. HemeScreen is a tremendous opportunity for the company, and
I look forward to advising Ilan and team as they execute on their vision.”
“The significance
and timing of Mr. Andrews joining the board cannot be understated”, said Ilan Danieli, CEO of Precipio, Inc. “At a
time when the company is growing its products business and sees it as a key driver of revenue and profitability, having Ronnie
on our board will provide invaluable support to management. I am delighted to have Ronnie as part of the team.”
Mr. Mark Rimer,
Partner at Kuzari Group and one of the first backers and supporters of Precipio since its inception ten years ago, will be stepping
down from his role as a director, and will remain as a board observer. Mr. Rimer’s contributions have been paramount to getting
Precipio to where it is today, and company management is delighted to see Mark will remain involved with the company.
“The work
that Precipio is doing today to build valuable diagnostic products that will continue to drive the core mission of eradicating
medical misdiagnosis demonstrates enormous progress from the early days yet is perfectly in line with the original vision for the
company when we first invested in this team ten years ago”, said Mark Rimer, Partner at Kuzari Group. “I am proud to
have worked with Ilan and the Precipio management team as well as all our committed partners at the universities, and I am thrilled
that Ron is ready to bring his commercial experience to Precipio at the start of the company’s next phase of growth.”
“It is no
exaggeration to say that Precipio would not be where it is today if it weren’t for the efforts and ongoing support of Mark
and Kuzari Group”, said Ilan Danieli, CEO of Precipio. “Mark is a friend, colleague, mentor and a key member of the
Precipio family, and we are honored to have had him serve on the company’s board for this long. His contributions will undoubtedly
continue as an observer”.
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, as well as proprietary products that
serve laboratories worldwide. Through its collaborations with world-class academic institutions specializing in cancer research,
diagnostics and treatment such as the Yale School of Medicine, Harvard’s Dana-Farber Cancer Institute, and the University
of Pennsylvania, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. For more information,
please visit www.precipiodx.com.
Please follow us on Twitter @PrecipioDx
and on Facebook.
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, including, among others, statements related to the expected or potential impact of the novel
coronavirus (COVID-19) pandemic, and the related responses of the government, consumers, and the company, on our business, financial
condition and results of operations, and any such forward-looking statements, whether concerning the COVID-19 pandemic or otherwise,
involve risks, assumptions and uncertainties. Except for historical information, statements about future volumes, sales, growth,
costs, cost savings, margins, earnings, earnings per share, diluted earnings per share, cash flows, plans, objectives, expectations,
growth or profitability are forward-looking statements based on management’s estimates, beliefs, assumptions and projections.
Words such as “could,” “may,” “expects,” “anticipates,” “will,” “targets,”
“goals,” “projects,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current
views with respect to future events and operational, economic and financial performance, are intended to identify such forward-looking
statements. These forward-looking statements are only predictions, subject to risks and uncertainties, and actual results could
differ materially from those discussed. Important factors that could affect performance and cause results to differ materially
from management’s expectations, or could affect the company’s ability to achieve its strategic goals, include the uncertainties
relating to the impact of COVID-19 on the company’s business, operations and employees and the other factors that are described
in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis” in the company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as updated from time to time in the company’s Securities
and Exchange Commission filings.
The company’s forward-looking statements
in this press release are based on management’s current views, beliefs, assumptions and expectations regarding future events
and speak only as of the date of this release. 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, except as required by the federal securities laws.
Inquiries:
investors@precipiodx.com
+1-203-787-7888
Ext. 523