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): April 25, 2019

 

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))

 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 25, 2019 Precipio Inc (the “Company”) filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware, pursuant to which the Company effected a 1-for-15 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock, par value $0.01 per share (the “Common Stock”).The Reverse Stock Split is to become effective as of 5:00 p.m. (Eastern Time) on April 26, 2019.

 

As previously reported, on December 20, 2018, the Company held a special meeting of stockholders (the “Special Meeting”), at which the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio of not less than 1-for-2 and not greater than 1-for-30, to be determined by the Board of Directors (the “Board”) and without reducing the authorized number of shares of Common Stock. The Reverse Stock Split is intended to bring the Company into compliance with the $1.00 minimum bid price requirement for continued listing, as required by Nasdaq Listing Rule 5550(a)(2).

 

As a result of the Reverse Stock Split, every fifteen shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. The Reverse Stock Split will reduce the number of shares of Common Stock issued and outstanding from approximately 83.7 million to 5.5 million. No fractional shares will be issued as a result of the reverse stock split. Any fractional shares that would have resulted will be settled in cash equal to the product of (i) the closing sales price of the Common Stock as reported on The Nasdaq Capital Market as of April 26, 2019, multiplied by (ii) the number of shares of Common Stock held by the stockholder immediately prior to April 26, 2019 that would otherwise have been exchanged for such fractional shares.

 

Stockholders holding certificated shares will receive information from Equiniti Trust Company, the Company’s transfer agent, regarding the process for exchanging their stock certificates. Stockholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) will not be required to take any action.

 

The Common Stock is anticipated to begin trading on a split-adjusted basis on the NASDAQ Capital Market at the market open on April 29, 2019 .   The trading symbol for the Common Stock will remain “PRPO.”  Following the reverse stock split, the CUSIP for the Company’s Common Stock will be 74019L530.  The Reverse Stock Split will also affect the Company’s outstanding stock options, warrants and other exercisable or convertible instruments and will result in the shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio.

 

The description of the Certificate of Amendment and the Reverse Stock Split is qualified in its entirety by reference to the text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 7.01      Regulation FD Disclosure.

 

On April 26, 2019, the Company issued a press release announcing the Reverse Stock Split. The full text of the Company’s press release issued in connection with the foregoing matter is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Item 7.01, 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.

 

 

 

3.1

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation, dated April 25, 2019

99.1

Press Release dated April 26, 2019

 

 

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.

 

 

Date:   April 26, 2019

/s/ Ilan Danieli

 

By: Ilan Danieli

 

Title: Chief Executive Officer

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

PRECIPIO, INC.

 

Precipio, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

 

1.

The name of the Corporation is Precipio, Inc.

 

2.

This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Third Amended and Restated Certificate of Incorporation filed with the Secretary of State on October 26 th , 2005 as amended to date (as amended, the “Certificate of Incorporation”).

 

3.

A fourth paragraph shall be added to Article IV, Section 4.1 of the Certificate of Incorporation:

 

“Effective at 5:00 p.m. Eastern Time on April 26, 2019,(the “Effective Time”), each fifteen (15) shares of the Corporation’s Common Stock, par value $0.01 per share (“Common Stock”), issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall automatically be combined, reclassified and changed into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional interests as described below. Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the combination effected by the preceding sentence. Stockholders of record who otherwise would be entitled to receive fractional shares in connection with such combination will instead be entitled to receive, in lieu of such fractional shares, an amount in cash equal to the product of (i) the closing sales price of the Common Stock as reported on The Nasdaq Capital Market on the day immediately preceding the Effective Time, multiplied by (ii) the number of shares of Common Stock held by the stockholder immediately prior to the Effective Time that would otherwise have been exchanged for such fractional shares. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of fractional interests as described above.”

 

4.

The foregoing amendment was duly adopted in accordance with Sections 141 and 242 of the General Corporation Law of the State of Delaware.

 

5.

Thereafter, pursuant to a resolution of the Board of Directors of the Corporation, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted by the stockholders in accordance with the provisions of Sections 222 and 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, Precipio, Inc. has caused this Certificate of Amendment to be executed as of April 25, 2019.

 

 

 

 

 

Precipio Inc,

 

 

/s/ Ilan Danieli

 

 

 

 

 

Ilan Danieli, CEO

 

 

Exhibit 99.1

 

PICTURE 1

 

Precipio Takes Final Step towards Regaining Nasdaq Compliance

Company announces 1-for-15 reverse stock split

 

 

NEW HAVEN, CT - (April 26, 2019) – Specialty cancer diagnostics company Precipio, Inc.  ( NASDAQ: PRPO ) today announced that it has implemented a 1-for-15 reverse stock split of outstanding shares of the company's common stock in order to regain compliance with the Nasdaq minimum bid price requirement of $1.00. While the company’s share price has recently increased, it was not sufficient to regain compliance with the Nasdaq continued listing requirements, and therefore the company decided to effectuate the reverse split.

What is the economic impact on you, the shareholder?

A reverse split essentially means a decrease in the number of shares and a proportional increase in the value of the share price, and therefore has no impact on the value of stock held by you as a shareholder. All shareholders also maintain the same percentage of equity post-split as pre-split.

Shareholders may be concerned about the potential negative impact to value. It is management’s opinion that ultimately, value is created through positive results and revenue growth. The company has recently expanded its product offerings by delivering new technology to address age-old expensive diagnostic testing methodologies.

The company’s products and services have global markets and the market responses are in line with our expectations. As previously communicated management continues to focus on creating shareholder value through share price appreciation. We believe this is how we will continue to deliver positive growth and value to our investors.

Why did the company choose a 15:1 ratio?

As you may know, many individual investors, and certainly institutional investors, are prohibited from trading shares of companies below $2, and some are even prohibited from trading shares below $5. The new share price post-reverse, should enable the company to broaden its potential pool of investors to include both individual, and institutional investors who face such restrictions.

Furthermore, the company has in the past suffered from substantial short pressure due to its low share price. With a larger dollar volume trading, and at a higher share price, management believes that the short pressure the company’s stock will face will presumably be substantially reduced. This will also allow the share price to experience a more organic, market-driven movement, rather than the fluctuations and volatility experienced with a lower-priced stock.

“Over the course of the past couple of weeks, we have seen a recognition of the company’s promise in the form of substantial share price appreciation. My team and I are neither satisfied nor content with where we have reached, and we are confident that this is just the beginning.” said Ilan Danieli, Precipio’s CEO. “I want to thank the many shareholders who sent in emails showing their support for the company and their long term commitment. I echo your sentiment – our team and I believe in the value we are creating both for patients, and for our shareholders, and we will continue to build this company. We have an exciting future ahead of us, and now that we have taken the required steps to address the Nasdaq’s continued listing requirements, we can focus on continued growth”

 

 

 

Effective Date of the Reverse Split and additional information

Shares of the company's common stock are anticipated to begin trading on a split-adjusted basis at the open of business on Monday, April 29, 2019. Trading in the common stock will continue on the Nasdaq Capital Market under the ticker symbol "PRPO," but the security will be assigned a new CUSIP number (CUSIP No. 74019L503. Additional information with regard to the reverse split can be found in the company’s Current Report on Form 8-K, filed on April 26, 2019.

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. Through its collaborations with world-class academic institutions specializing in cancer research, diagnostics and treatment such as the Yale School of Medicine and Harvard’s Dana-Farber Cancer Institute, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. For more information, please visit www.precipiodx.com.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements,” within the meaning of federal securities laws including financial projections related thereto and potential market opportunity, plans and prospects and other statements containing the words “anticipate,” “intend,” “may,” “plan,” “predict,” “will,” “would,” “could,” “should,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. Factors that could cause future results to materially differ from the recent results or those projected in forward-looking statements include the known risks, uncertainties and other factors described in the Company’s prior filings and from time to time in the Company’s subsequent filings with the Securities and Exchange Commission. Any change in such factors, risks and uncertainties may cause the actual results, events and performance to differ materially from those referred to in such statements. All information in this press release is as of the date of the release and the Company does not undertake any duty to update this information, including any forward-looking statements, unless required by law.

Inquiries:

investors@precipiodx.com

+1-203-787-7888