Date of report (Date of earliest event reported): September 20, 2018


(Exact Name of Registrant as Specified in Its Charter)


(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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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 September 20, 2018, Precipio Inc. (the “Company”) completed its final drawdown in the amount of $545,001.30 in accordance with the terms of the securities purchase agreement with certain investors (the “Investors”) entered into between the Company and the Investors on April 20, 2018. On the same date the Company and the investors have entered into a letter agreement (the “Agreement”) pursuant to which the Company and the Investors agreed to reprice all the warrants that were issued to the Investors, pursuant to the terms of Agreement whereby the exercise price of all the warrants shall be reduced from $0.75 to $0.50 per share of common stock of the Company.


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 9.01 Financial Statements and Exh i bits.


(d)        Exhibits.


10.1 Form of Letter Agreement by and between Precipio and the Investors








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.



  By: / s/ Ilan Danieli
  Name: Ilan Danieli
  Title: Chief Executive Officer

Date: September 25, 2018 






Exhibit 10.1







September         2018





Re: Letter Agreement with respect to warrants


Dear Sirs:


Reference is hereby made to the securities purchase agreement (the “Agreement”) with each of you as the Investors (the “Investors”), pursuant to which Precipio, Inc. (the “Company”) agreed to issue up to approximately $3,296,703.30 in 8% Senior Secured Convertible Promissory notes with 100% common stock warrant coverage pursuant to the form of notes and warrants set out s exhibit B and C (respectively) to the Agreement (the “Transaction”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement


The Company and the undersigned Investors hereby agree (i) to reprice the exercise of all of the Common Stock purchase warrants set forth on Annex I attached hereto (the “Reprice Warrants”) currently held by you as the Holder and which were issued to you pursuant to the terms of the Agreement and (ii) to amend the definition of “Exercise Price” to read as follows “For purposes of this Warrant, “Exercise Price” means $0.50 , subject to adjustment as provided herein”.


Please execute this Letter Agreement in the signature block below if you agree to the terms herein, whereupon this Letter Agreement shall become a binding agreement between you and the Company with regard to the Transaction.


This Letter Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without regard to its conflicts of law doctrine. This Letter Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. This letter agreement constitutes the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, written or oral, between the parties hereto with respect to such subject matter.



[ Signature Pages Follow ]











As evidenced by the below signature, the Investor hereby agrees to the Letter Agreement as of this day of September, 2018:


NAME OF INVESTOR   [        ]







Annex I


Warrant Date of Issue
Alpha 4.20.1A April 20, 2018                                     
Alpha 4.20.1B                  April 20, 2018                                     
M2B A 4.20.1A       April 20, 2018                                     
M2B B 4.20.1B April 20, 2018                                     
Osher A 4.20.1A                                        April 20, 2018                                     
Osher B 4.20.1B April 20, 2018                                     
Alpha 7.11.1A July 11, 2018  
Alpha 7.11.1B                  July 11, 2018  
M2B A 7.11.1A       July 11, 2018  
M2B B 7.11.1B July 11, 2018  
Osher A 7.11.1A                                        July 11, 2018  
Osher B 7.11.1B July 11, 2018  
Alpha 8.20.2A August 20, 2018
Alpha 8.20.2B                  August 20, 2018
M2B A 8.20.1A       August 20, 2018
M2B B 8.20.1B August 20, 2018
Osher A 8.20.3A                                        August 20, 2018
Osher B 8.20.3B August 20, 2018
Alpha 9.17.2A September 17, 2018
Alpha 9.17.2B                  September 17, 2018
M2B A 9.17.1A       September17, 2018
M2B B 9.17.1B September 17, 2018
Osher A 9.17.3A                                        September 17, 2018
Osher B 9.17.3B September 17, 2018