Precipio, Inc. (Form: 8-K, Received: 03/21/2022 17:26:30)

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, 2022

PRECIPIO, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-36439		91-1789357
(State of Incorporation)		(Commission File Number)		(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))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	PRPO	The Nasdaq Capital Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 21, 2022, Precipio Inc., (the “Company”) announced the retirement of its Chief Financial Officer, Carl Iberger, (age 69) effective immediately due to personal family reasons. Mr. Iberger did not advise the Company or the Board of Directors of any disagreement with the Company on any matter relating to its operations, policies or practices.

Management together with the Board of Directors of the Company has promoted and appointed Matthew Gage (age 55), currently the Company’s Director of Financial Reporting and Analysis, as the Company’s Interim Chief Financial Officer effective March 21, 2022. Mr. Gage joined the Company following its acquisition of Transgenomics in July of 2017. Mr. Gage served as Director of Financial Reporting and Analysis of Transgenomics from 2014 to 2017. Mr. Gage has over 30 years of experience in company finance, 25 years of which being with publicly traded companies. Mr. Gage will receive an annual base salary of $150,000 and in addition a quarterly guaranteed bonus of $10,000. Mr. Gage will continue to be entitled to participate in the Company’s group life, medical, dental and vision and 401k programs in accordance with the terms of the Company’s policies as well as to participate in and employee stock option plan in accordance with applicable terms and as approved by the Board of Directors from time to time.

There are no family relationships between Mr. Gage and any director or executive officer of the Company and Mr. Gage has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On March 21, 2022, the Company issued a press release announcing the retirement of Mr. Iberger and the appointment of Mr. Gage as Chief Financial Officer. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1	Payroll and Position Change Notice dated March 21, 2022

99.1	Precipio Inc Press Release, dated March 21, 2022

104	Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)

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, 2022

Exhibit 10.1

☐ New Hire x☐ Change ☐ Separation EFFECTIVE DATE 3/21/2022 LAST NAME FIRST MIDDLE Gage Matthew SOCIAL SECURITY NUMBER DEPARTMENT Finance SHIFT CLOCK/PAYROLL NO. COMPLETE THIS SECTION FOR NEW HIRES ONLY ☐ Rehire ☐ Addition to Staff ☐ Replacement For ADDRESS CITY STATE ZIP PHONE NO. BIRTH DATE SEX ☐ M ☐ F MARITAL STATUS ☐ S ☐ M ☐ W ☐ D NUMBER OF DEPENDENTS CLASSIFICATION ☐ Non-Exempt ☐ Exempt STARTING RATE ☐ Hourly $ ☐ Semi Monthly $ ☐ Annually $ W-4 COMPLETED? ☐ YES ☐ NO EMPLOYMENT STATUS ☐ Full-Time Regular ☐ Part-Time Regular ☐ Full-Time Temporary ☐ Part-Time Temporary JOB TITLE COMPLETE THIS SECTION FOR CHANGES ONLY – EXPLAIN IN REMARKS, IF NECESSARY CHECK ALL APPLICABLE BOXES FROM TO CHECK ALL APPLICABLE BOXES FROM TO ☐ Position Dir SEC Reporting & FP&A Interim CFO ☐ Marital Status ☐ Job Classification ☐ Dependents ☐ Pay $150,000 See Below ☐ Payroll Deductions ☐ Department ☐ Employment Status ☐ Shift ☐ Other: Correction ☐ Leave of Absence Reason: Date of Return Name, Address, Phone ☐ (Use remarks Section) REMARKS: As Interim CFO - bonus of $10,000 per quarter COMPLETE THIS SECTION FOR SEPARATIONS ONLY HIRE DATE SEPARATION DATE LAST DAY WORKED ☐ Resignation ☐ Discharge ☐ Temporary Layoff ☐ Permanent Layoff ☐ Retirement Remarks: RECOMMENDED - Manager DATE 3/21/2022 s/ Ilan Danieli APPROVED - COO I DATE Authorized - CFO s/ Carl Iberger DATE 3/21/2022 /

Exhibit 99.1

Precipio Inc. Announces the Resignation of its Chief Financial Officer and Appointment of Interim CFO

NEW HAVEN CT – (March 21, 2022) - Specialty cancer diagnostics company Precipio, Inc. (NASDAQ: PRPO), today announced that Mr. Carl Iberger, Precipio’s CFO for the past five years, is resigning as the Chief Financial Officer effective as of today, March 21st, 2022. Mr. Iberger wishes to spend more time with his family and therefore has made the decision to step down from his role as CFO. Matt Gage, who currently serves as Director of Financial Reporting and Analysis has been promoted to Interim Chief Financial Officer of the Company effective immediately.

Mr. Gage joined Precipio following its acquisition of Transgenomic in July of 2017. He has worked closely with Mr. Iberger, and managed the Company’s accounting functions as well as the public filings. Matt brings with him over 30 years of experience in company finance, 25 of them within publicly traded companies. His experience and knowledge of the company’s business, finances, and internal controls and procedures makes him the ideal candidate for this role. Precipio and its board of directors welcome Mr. Gage to his new role and will support him during the transition and going forward.

“It has been an incredible 6 years and I truly am proud to have been part of such an amazing team of people. It was an honor to work closely with Ilan and the Board, and I have no doubt that Matt will do exceptionally well as the Interim CFO. At the age of 69, I am looking forward to the next chapter of my life as I spend more time with my family,” stated Carl Iberger, former CFO of Precipio.

“We are so pleased to have Matt take over as Interim CFO. His knowledge of the processes and procedures will allow him to transition into his new role well,” stated Ilan Danieli, Precipio’s CEO. Danieli continues “Carl has been a pillar of stability, guidance, and support to the Company, and to me personally, and has enabled me the privilege of focusing on growing the business, knowing that the Company’s financial matters are in his extremely capable hands. His managerial, organizational and interpersonal skills are outstanding; he has been a mentor to me, and a friend. Carl’s impact on our company and our people has been invaluable over these years. His departure is a bittersweet moment for us all.”

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, 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, 2020 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