Form 8-K - Current report

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 1, 2024

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

Delaware		001-36439		91-1789357
(State or other jurisdiction of incorporation)		(Commission File Number)		(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	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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

On January 1, 2024, the board of directors (the “Board”) of Precipio, Inc. (the “Company”) accepted the resignation of Douglas Fisher as a member of the Board, Audit Committee and Compensation Committee, and any other committee thereof, effective January 1, 2024. Effective January 1, 2024, Dr. Fisher became an observer of the Board, and in such capacity, Dr. Fisher will attend, in a non-voting observer capacity, meetings of the Board. Dr. Fisher did not resign due to any disagreement with the Company on any matter relating to its operations, policies or practices.

Appointment of Director

On January 1, 2024, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Ms. Christina Valauri to fill the vacancy left by Mr. Fisher’s resignation and to serve as a class II director of the Company, effective January 1, 2024, and until her term expires at the 2026 annual meeting of stockholders, at which time she will stand for election by the Company’s stockholders or her earlier resignation, retirement or removal. In connection with her appointment to the Board, Ms. Valauri was appointed as a member of the Nominating and Corporate Governance Committee. [The Board determined Ms. Valauri is independent under the listing standards of Nasdaq.]

As a non-employee director, Ms. Valauri will be compensated for service under the Company’s policy for non-employee director compensation. In connection with her election and pursuant to the Company’s 2017 Stock Option and Incentive Plan, as amended, (the “Plan”), the Company granted Ms. Valauri stock options (each an “Option” and together, the “Options”) to purchase an aggregate of 103 and 259 shares, respectively, of the Company’s common stock (“Common Stock”), par value $0.01 per share, each at an exercise price per share equal to the closing price of the Company’s Common Stock on January 2, 2024 (the “Grant Date”). The Option to purchase 103 shares shall vest equally on a monthly basis over a twelve-month period commencing on the Grant Date, and the Option to purchase 259 shares shall vest equally on a monthly basis over a thirty-six-month period commencing on the Grant Date.

Ms. Valarui does not have a family relationship with any of the executive officers or directors of the Company. Ms. Valarui 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 s. Valarui and any other persons pursuant to which Ms. Valarui was selected as a director of the Company. Ms. Valarui will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.

The Company’s Audit Committee now consists of David S. Cohen, Richard Sandberg and Kathleen D. LaPorte, with Ms. LaPorte serving as the Chair of the Audit Committee. The Compensation Committee now consists of David S. Cohen and Ron A. Andrews, with Mr. Cohen serving as Chair of the Compensation Committee. The Nominating and Corporate Governance Committee now consists of Jeffrey Cossman and Christina Valauri, with Dr. Cossman serving as the Chair of the Nominating and Corporate Governance Committee.

Item 7.01 Regulation FD Disclosure.

On January 2, 2024, the Company issued a press release announcing the resignation of Dr. Fisher and the appointment of Ms. Valauri. A Copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Press release dated January 2, 2024.
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 2, 2024

Exhibit 99.1

Precipio Announces Christina Valauri joins the Board of Directors

Douglas Fisher, MD will step down as Director, and remain as a board observer

NEW HAVEN, CT, Globenewswire – (January 2, 2024) – Specialty cancer diagnostics company Precipio, Inc. (NASDAQ: PRPO) is pleased to welcome Christina Valauri to its board of directors effective Jan 1st, 2024. Ms. Valauri is joining Precipio’s board to support management’s understanding of and interaction with the capital markets, as we look towards 2024 to be an important period for our company from both a business growth, and financial perspective.

Ms. Valauri brings a 30-year proven track record as a senior healthcare analyst and has held leadership roles that include US and Global Head of Equity Research and Managing Director at Cantor Fitzgerald, and senior equity research management roles at firms including ING, Credit Lyonnais (acquired by Credit Agricole), and Natixis. She has been recognized by The Wall Street Journal’s “Best on The Street” All-Star Analyst Survey and has received the Award for Excellence in Medical Education Public Affairs - Association of American Medical Colleges. .

Ms. Valauri is the founding partner and CEO of Sagestone Advisory, LLC. Her background in equity securities research has provided a deep base of experience in pharmaceutical, biotech, and med-tech companies. She has extensive experience identifying and analyzing the commercial potential of breakthrough innovations, as well as mentoring and advising C-suite teams of private and public early-stage healthcare companies through product development, regulatory, go-to-market strategies, potential mergers and acquisitions, and IPOs.

Ms. Valauri currently serves as an Entrepreneur In Residence at Weill Cornell Medicine BioVenture eLab where she applies her skills and experience in life sciences and business to support the organization’s mission to foster an entrepreneurial ecosystem related to the innovations of researchers, and clinicians. Ms. Valauri earned her BA in Biology from Reed College and an MBA from Cornell University.

“As we continue to execute on our goals, and increase our interaction with the public markets, it's incredibly helpful to have someone like Christina who knows what the investor audiences are looking to see in an early stage growth company,” said Ilan Danieli, Precipio’s CEO, “In the few months that I have had the pleasure of getting to know Christina, she has already dramatically contributed to our knowledge and understanding of what drives the conversion of a company’s business success to an increase in shareholder value. We are fortunate to have her join our board.”

After serving on Precipio’s board of directors for 6 years, Douglas Fisher M.D. is stepping off the board to maintain a board of 7 directors and will remain as an observer moving forward.

“Although Doug is formally stepping down as a director, I am delighted that our relationship with him is not ending,” said Ilan Danieli, CEO. “Doug has played an integral role in the company’s leadership; his combination of medicine and business education, and his experience in early stage and public companies has and will continue to be invaluable to the company.”

“I’m excited about Precipio’s prospects moving forward, and Ms. Valauri brings excellent experience to help accelerate our interactions with public market investors. I’m looking forward to continuing to support the company moving forward”, said Doug Fisher, MD.

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 deliver better patient outcomes which reduce healthcare expenses. Precipio develops innovative technologies in our clinical laboratory where we design, test, validate, and run these products intended to improve diagnostic outcomes. Precipio then commercializes its 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, X@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, 2022 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

Cover	Jan. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 01, 2024
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