PRPO Precipio Inc

 

 

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): January 16, 2025

 

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	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 7.01

Regulation FD Disclosure

  

On January 16, 2025, Precipio, Inc. (the "Company") announced that senior management was granted performance-based awards instead of traditional time-vested employee stock options for year 2025. According to the press release stock options granted to senior management on January 1, 2025, would vest when the 10-day VWAP of the Company’s common stock exceeds $30.30 per share – a level 5x greater than the option exercise price, the closing price from January 14, 2025. These options have no time-based vesting; if the performance above is not met, the options will not vest.

 

The grant was authorized by the Company’s Compensation Committee under its existing authority as part of the Company’s existing ESOP plan which has previously been approved by Company shareholders.

 

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 January 16, 2025
	104	Cover Page Interactive Data File (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: January 16, 2025

 

 

 

 

 

 

Exhibit 99.1

 

 

Precipio grants senior management performance-based awards instead of traditional time-vested ESOPs

 

These options vest when PRPO stock price is 5x the exercise price

  

NEW HAVEN, CT, (January 16, 2025) - Specialty cancer diagnostics company Precipio, Inc. (NASDAQ: PRPO), announced that options granted to senior management on January 14 would vest when the 10-day VWAP of the Company’s common stock exceeds $30.30 per share – a level 5x greater than the option exercise price, the closing price from Tuesday January 14. These options have no time-based vesting; if the performance above is not met, the options will not vest.

 

The Compensation Committee approved this form of vesting to incentivize the Company’s senior management team to maximize the Company’s performance and subsequent share price. The Compensation Committee provided the senior management team with the option to elect either the performance-based vesting structure or remain with the existing time-based vesting structure. The entire group elected to adopt the new performance-based structure, reflecting their confidence in the Company’s growth potential.

 

Pursuant to long-term Company policy and practice, the options issued to all other employees on January 14 have time-based vesting, In accordance with the Company’s shareholder-approved stock option plan, both types of options have an exercise price of $6.06, the closing price of the Company’s common stock on January 14.

 

“Holding myself and our senior management team’s feet to the fire by tying the vesting of this year’s stock options to a higher share price seems a sensible way to align interests and demonstrate our belief in the potential for our Company”, said Ilan Danieli, CEO. “By electing the performance-based vesting for our 2025 options grant, our team demonstrates that we believe the share price could reach 5x its current price in less than four years. I strongly believe that with the Company’s current performance, we will get there much faster”, added Ilan.

Richard Sandberg, Chairman of the Board, emphasized that the Compensation Committee approved this form of vesting schedule for six individuals in Company leadership who are most likely to have the ability to impact Company performance and subsequent shareholder price. “We are pleased that all members of senior management enthusiastically supported this approach.” said David Cohen, Chairman of the Compensation Committee.

 

The ESOP grant was authorized by the Compensation Committee under its existing authority as part of the Company’s existing ESOP plan which has previously been approved by Company shareholders.

 

About Precipio

 

Precipio is a healthcare biotechnology company focused on cancer diagnostics. Our mission is to address the pervasive problem of cancer misdiagnoses by developing solutions in the form of diagnostic products and services. Our products and services deliver higher accuracy, improved laboratory workflow, and ultimately better patient outcomes, which reduce healthcare expenses. Precipio develops innovative technologies in our laboratory where we design, test, validate, and use these products clinically, improving diagnostic outcomes. Precipio then commercializes these technologies as proprietary products that serve the global laboratory community and further scales Precipio’s reach to eradicate misdiagnosis. For more information, please visit www.precipiodx.com.

 

Please follow us on LinkedIn, 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. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the targets set herein and related timing.

 

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 based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and our other reports filed with the U.S. Securities and Exchange Commission. Any such forward-looking statements represent management’s estimates as of the date of this press release only. While we may elect to update such forward-looking statements at some point in the future, except as required by law, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

 

Inquiries:

 

investors@precipiodx.com

 

+1-203-787-7888 Ext. 523

 

 

v3.24.4

Cover	Jan. 16, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 16, 2025
Entity File Number	001-36439
Entity Registrant Name	PRECIPIO, INC.
Entity Central Index Key	0001043961
Entity Tax Identification Number	91-1789357
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4 Science Park
Entity Address, City or Town	New Haven
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06511
City Area Code	203
Local Phone Number	787-7888
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	PRPO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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