Precipio, Inc. (Form: 8-K, Received: 02/18/2020 16:01:09)

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): February 18, 2020

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


Delaware (State of Incorporation)		001-36439 (Commission File Number)		91-1789357 (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 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 7.01 Regulation FD Disclosure

On February 18, 2020 Precipio, Inc. (the “Company”) issued a press release in connection with the advanced discussions with Poplar Healthcare towards a multi-faceted strategic partnership. The press release is furnished as Exhibit 99.1 and incorporated herein by reference.

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

99.1 Precipio Inc. Press Release February 18, 2020

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:February 18, 2020

Precipio in advanced discussions with Poplar Healthcare towards a multi-faceted strategic partnership

NEW HAVEN, CT, (February 18, 2020) – Specialty diagnostics company Precipio, Inc. (NASDAQ: PRPO), announced today that it is in advanced discussions with Poplar Healthcare to establish a strategic partnership that includes, among other transactions, the acquisition of the customer base of Poplar’s Hematopathology division, OncoMetrix.

The planned transaction contemplates that Precipio will assume responsibility for OncoMetrix's customer base and associated revenues of approximately $3M (as of YE 2019, unaudited). This will represent a potential doubling of Precipio’s current pathology services revenue, and should provide a substantial improvement to Precipio's laboratory economies of scale, resulting in increased gross margins. Assuming discussions proceed on course, Precipio anticipates this transaction to be completed in the next 90 days.

As part of the transaction, three sales representatives of OncoMetrix will transition to Precipio. There is no consideration – either cash or stock - to be exchanged between the parties at the outset. Each party expects to realize economic and cash benefits following the completion of the transaction. The impact to Precipio is essentially equivalent to the hiring of three experienced sales rep that immediately bring in a substantial book of business.

Additional elements of the transaction contemplated include Precipio offering Poplar’s solid tissue pathology services, and Poplar offering Precipio’s Hematopathology services, through their sales teams. As both companies have been engaged for several years in the pathology services business, each has developed various competencies and strengths in areas such as billing and contracting, laboratory technologies, logistics, sales and marketing. Both companies will share best practices, as well as leverage each other’s’ relative advantages in the various areas, for the combined benefit of each company.

Precipio’s management is disclosing the potential transaction in order to ensure that no parties involved, including employees and providers for either company, would have advanced knowledge and or access to what could potentially be material non-public information. As contemplated, the transaction would likely represent a significant increase to Precipio’s existing pathology business, internal economies of scale and geographic presence.

Both parties are currently in the process of negotiating definitive agreements to ensure that providers and their patients experience an orderly transition. However, there can be no assurances that any transaction will result from these negotiations, or of the terms, timing or approval of any such transaction. Precipio will provide further information once a definitive agreement has been reached, or if Precipio determines that further disclosure is warranted. While Precipio’s management currently believes there is a high likelihood of completing this transaction in the next 90 days, investors should make their own assessment as to the impact of this announcement prior to the completion of the transaction.

“This strategic initiative represents a rapid and effective way to scale up our business without any dilution to our shareholders”, said Ilan Danieli, Precipio CEO. “Should this transaction take place, it will represent the successful execution of one of the strategic initiatives mentioned earlier this year, intended to grow our business and generate value to our shareholders.”

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, 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.

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 May 29, 2018, 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 Ext. 523