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The management team of Specialty diagnostics company Precipio, Inc. (NASDAQ: PRPO), would like to provide several clarification points related to the recent S-1 that was filed yesterday, on January 14, 2020:
- Yesterday’s filing was only for the registration (not sale) of the final tranche of the $10M equity line financing vehicle facilitated by Lincoln Park Capital. This $10M equity line transaction was previously announced in the company’s 8-K filing on September 7, 2018 and approved by shareholders on December 20, 2018.
- In order to utilize the equity line, the company is required to register all shares in advance. Regulatory limitations on the number of shares the company can register relative to the number of shares outstanding require that these shares be registered in tranches. The shares under the $10M equity line facility were registered as follows:
- Tranche 1: Approximately 466,000 shares were registered on September 14, 2018
- Tranche 2: Approximately 1,000,000 shares were registered on February 1, 2019
- Tranche 3: Approximately 1,800,000 shares were registered on August 9, 2019
- Tranche 4: The balance of approximately 920,000 shares were registered on January 14, 2020
- The S-1 registration statement in itself does NOT trigger any transaction, sale, or purchase of shares. This is merely a form filed with the SEC to register these shares so that the company, at its sole discretion, can decide in the future to utilize the equity line.
- The registration of the shares does NOT allocate them to the fund administering the vehicle (Lincoln Park). At all times and until the equity line is utilized by the company, the registered shares remain unissued and under the control of the company. They will only be sold to Lincoln Park once the company has decided to draw down on the equity line.
- Neither this registration statement, nor the equity line itself permit the selling of large volumes of company stock on a given day. As an example, within the structure of the equity line, under a “regular purchase” Precipio is limited to selling 30,000 shares per day. Consequently, Lincoln Park is limited to the same number of shares on a daily basis.
- When the company decides to utilize the equity line, it initiates a transaction whereby shares are transferred to Lincoln Park; and in return, Lincoln Park provides equivalent market value in cash to the company.
The equity line is, in management’s opinion, one of the least expensive (and therefore least dilutive) vehicles available among the various capital market structures. The company has sole discretion and control over the frequency, amount, and timing of the utilization of the equity line, thereby eliminating much of the downward pressure that frequently accompanies publicly marketed offerings.
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.
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.
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