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): December 3, 2019

PRECIPIO, INC.
(Exact name of registrant as specified in its charter) 

 

 

 

 

 

Delaware
(State or other jurisdiction of incorporation)

 

001-36439
(Commission File Number)

 

91-1789357
(IRS 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 Stock Market LLC

 

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 December 3, 2019, the board of directors (the “Board”) of Precipio, Inc. (the “Company”) accepted the resignation of Mr. Samuel D. Riccitelli as Chairman of the Board and Audit Committee, effective December 1, 2019.  Mr. Riccitelli resigned in order to focus on recently accepted position as Chief Executive Officer of Pathnostics, a diagnostics company focused on improving antibiotic stewardship through better diagnosis and treatment selection for patients suffering from urinary tract infections. Mr. Riccitelli did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.

On December 3, 2019, the Company elected Mr. Richard Sandberg to fill the vacancy left by Mr. Riccitelli’s resignation and to serve until the Company’s 2020 annual meeting of stockholders or his earlier resignation, retirement or removal.

Mr. Sandberg is a seasoned diagnostics executive with a substantial track record in the field. Mr. Sandberg has served as a director, and, until June of 2019, chairman of Oxford Immunotec Global PLC since 2008. Mr. Sandberg brings a wealth of executive experience to the corporate development and strategic direction of Precipio, having founded Dianon Systems, Inc., a leading anatomic pathology laboratory based in Stratford, CT and having served at various times as  Chairman, Chief Executive Officer and Chief Financial Officer.  He also served as Chairman and Chief Financial Officer of Lifecodes Corporation, a pioneer in DNA testing technology; Chief Financial Officer and Director of Matritech Inc., a publicly traded biotechnology company specializing in proteomic diagnostic products for the early detection of a variety of cancers; and as Chief Financial Officer of Critical Diagnostics, Inc., a company specializing in developing new diagnostic tests for cardiology. He has also served as a Director of North American Scientific Inc., a publicly held developer and marketer of radiation therapy products and systems for treating breast and prostate cancer, from 2005 to 2009 and as a Director of Ethan Allen Interiors Inc., an international manufacturer and retailer of fine home furnishings, from 2003 to 2009.  He continues to serve as chairman,  director and/or executive officer of multiple privately-held healthcare companies.  Mr. Sandberg earned his bachelor’s degree in Business from Northwestern University and his Master of Business Administration from Harvard Business School. 

Mr. Sandberg 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. Sandberg and pursuant to the Company’s 2017 Stock Option and Incentive Plan, as amended, (the “Plan”), the Company granted Mr. Sandberg stock options (the “Options”) to purchase an aggregate of 2,069 and 5,171 shares of the Company’s common stock (“Common Stock”), par value $0.01 per share, respectively, at an exercise price per share equal to the closing price of the Company’s Common Stock on the date of grant. The Option to purchase 2,069 shares shall vest equally over twelve months commencing on the date of grant and the Option to purchase 5,171 shares shall vest equally over thirty six months commencing on the date of grant. Mr. Sandberg does not have a family relationship with any of the executive officers or directors of the Company. Mr. Sandberg 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. Sandberg and any other persons pursuant to which Mr. Sandberg was selected as a director of the Company.

Effective December 3, 2019, the Board appointed Dr. Douglas Fisher as Interim Chairman of the Board and Ms. Kathleen LaPorte as Chairman of the Board’s Audit Committee.

Item 8.01 Other Events.

On December 3, 2019, the Company issued a press release announcing the resignation of Mr. Riccitelli and appointment of Mr. Sandberg the (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated December 4, 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.

 

 

 

 

 

By:

s/ Ilan Danieli 

 

 

Name:

Ilan Danieli

 

 

Title:

Chief Executive Officer

Date:December 4, 2019  

 

 

IMAGE1.JPG

 

Precipio Announces the Resignation of Samuel Riccitelli and the Introduction of Richard Sandberg to its Board of Directors 

Douglas Fisher, MD will assume the role of interim Chairman of the Board

 

NEW HAVEN, CT, (December 4, 2019) – Specialty diagnostics company Precipio, Inc. (NASDAQ: PRPO), announced the resignation of Samuel Riccitelli from the board of directors, and his replacement by Richard Sandberg. The transition was ratified at the company’s recent board of directors meeting and is effective as of December 1st, 2019.

 

Mr. Riccitelli decided to resign so that he can focus on his recently accepted position as the Chief Executive Officer of Pathnostics, a diagnostics company focused on improving antibiotic stewardship through better diagnosis and treatment selection for patients suffering from urinary tract infections.  

 

“Over the years I have watched Precipio overcome tremendous hurdles on its quest to address the devastating problem of misdiagnosis with their effective suite of products and services which are poised to deliver superior outcomes,'' said Mr. Riccitelli. “I am confident that the current board and management team will continue to deliver results that have an outsized impact on the healthcare industry”.

 

“It has been a pleasure to call Sam my colleague, mentor and friend,'' said Ilan Danieli. “Although no longer formally on our board, I am confident Sam will remain all of those. Pathnostics is lucky to have him, and I wish him the best of success”. 

 

Richard Sandberg

Joining the board is Richard Sandberg, a seasoned diagnostics executive with a substantial track record in the field. Mr. Sandberg brings a wealth of executive experience to the corporate development and strategic direction of Precipio, having founded Dianon Systems, Inc., a leading anatomic pathology laboratory based in Stratford, CT and having served at various times as Chairman, Chief Executive Officer and Chief Financial Officer.  Dianon was acquired by Labcorp for $650M in 2002. Mr. Sandberg has since held a number of positions in the diagnostics products and services industry including Chairman of Oxford Immunotec, Ltd, Chairman of Concile GmbH, Chairman of SuperNova Diagnostics, Inc., Chairman of Lifecodes Corporation, Director of Poplar Healthcare LLC, Director of Cylex, Inc., and Chief Financial Officer and Director of Matritech, Inc. Mr. Sandberg also serves as Chief Executive Officer of Resolys Bio, Inc, a pharmaceutical company which is developing a pharmaceutical treatment for long-term, chronic traumatic brain injury. 

 

“I have always been intrigued with Precipio’s disruptive and innovative business model to improve the information available to treating physicians”, said Mr. Sandberg. “I am excited to be part of a team that encompasses the vision and determination necessary to make a big impact.''

 

“I am delighted to have Richard join our board. Richard has been a friend to the company since its early private days, and there is no better time to have him formally join the board of directors and help chart the path of growth for the company,” said Ilan Danieli. “Richard brings market, operational, and financial savvy and has led companies from our stage to >$100M in revenues. We are sure to benefit from his expertise.”

 

Appointment of a new Chairman of the Board

 

 

 

The Board of Directors of the Company appointed Dr. Douglas Fisher to act as the Interim Chairman of the Board effective immediately. Dr. Fisher served on the board of the company since 2017.

 

 

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 statements related to ICP technology, 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 definitive proxy statement filed on April 19, 2019 , the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 and on the Annual Report on Form 10-K for the year ended December 31, 2018 as well as 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 Extension 523