Report of Proposed Sale of Securities (144)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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3235-0101

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FORM 144

SEC USE ONLY

NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

DOCUMENT SEQUENCE NO.

ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

CUSIP NUMBER

WORK LOCATION

1(a) NAME OF ISSUER

(b) IRS IDENT. NO.

Precipio, Inc.

91-1789357

001-36439

1(d) ADDRESS OF ISSUER

STREET

CITY

STATE

ZIP CODE

(e) TELEPHONE NO.

AREA CODE

NUMBER

4 Science Park, 3^rd Floor

New Haven

06511

(203)

787-7888

2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD

(b) RELATIONSHIP
TO ISSUER

CITY

STATE

ZIP CODE

David Cohen

Board Member

1921 Fairfield Beach Road

Fairfield

06824

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

SEC USE

3(a)

(b)

ONLY

(c)

(d)

(e)

(f)

(g)

Title of the
Class of
Securities
To Be Sold

Name and Address of Each Broker
Through Whom the Securities are
to be Offered or Each Market Maker
who is Acquiring the Securities

Broker-Dealer
File Number

Number of
Shares or Other
Units To Be Sold
(See instr. 3(c))

Aggregate
Market Value
(See instr. 3(d))

Number of Shares
or Other Units
Outstanding
(See instr. 3(e))

Approximate
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)

Name of Each
Securities
Exchange
(See instr. 3(g))

Common Stock, par value $0.01 per share

Coastal Wealth Partners

88b Lafayette Street

Salem, MA 01970

200,000

$1,000,000⁽¹⁾

22,707,063

07/01/2021⁽²⁾

The NASDAQ Stock Market LLC

(1) Pursuant to Mr. Cohen’s 10b5-1 plan, the minimum price at which the shares can be sold is $5.00.

(2) Pursuant to Mr. Cohen’s 10b5-1 plan, July 1, 2021 is the first date on which the shares can be sold.

INSTRUCTIONS:

1.	(a)	Name of issuer

	(b)	Issuer’s I.R.S. Identification Number

	(c)	Issuer’s S.E.C. file number, if any

	(d)	Issuer’s address, including zip code

	(e)	Issuer’s telephone number, including area code


2.	(a)	Name of person for whose account the securities are to be sold

	(b)	Such person’s relationship to the issuer (e.g., officer, director, 10 percent stockholder, or member of immediate family of any of the foregoing)

	(c)	Such person’s address, including zip code

3.	(a)	Title of the class of securities to be sold

	(b)	Name and address of each broker through whom the securities are intended to be sold

	(c)	Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

	(d)	Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice

	(e)	Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer

	(f)	Approximate date on which the securities are to be sold

	(g)	Name of each securities exchange, if any, on which the securities are intended to be sold

Potential persons who are to respond to the collection of information contained in this form are not required
to respond unless the form displays a currently valid OMB control number.

TABLE I — SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of
the Class

Date you
Acquired

Name of Acquisition Transaction

Name of Person From
Whom Acquired
(If gift, also give date donor acquired)

Amount of
Securities Acquired

Date of Payment

Nature of Payment

Common Stock, par value $0.01 per share

04/16/2019

05/14/2019

Bridge Note (1)

Bridge Note (2)

Precipio, Inc.

230,697

461,395

04/16/2019

05/14/2019

Cash (3)

Cash (4)

(1) The 230,697 shares of Common Stock were acquired upon the conversion of a Bridge Note issued to Mr. Cohen on April 16, 2019.

(2) The 461,395 shares of Common Stock were acquired upon the conversion of the Bridge Note issued to Mr. Cohen on May 14, 2019.

(3) Mr. Cohen paid for the Bridge Note in cash on the date of acquisition of the Bridge Note.

(4) Mr. Cohen paid for the Bridge Note in cash on the date of acquisition of the Bridge Note.


INSTRUCTIONS:		If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

Name and Address of the Seller			Title of Securities Sold			Date of Sale			Amount of Securities Sold			Gross Proceeds
David Cohen			Common Stock			05/24/2021			110,140			500,000

Remarks:

Mr. Cohen acquired (i) 37,513 shares of Common Stock in connection with the merger of Precipio with Transgenomic, Inc. in 2017, (ii) 12,543 shares of Common Stock from the conversion of Senior Series A Convertible Preferred Stock issued to Mr. Cohen in 2017 (iii) 7,335 shares of Common stock from the conversion of convertible notes issued to Mr. Cohen in 2017, and (iv) 52,749 shares of common stock from the conversion of bridge notes issued to Mr. Cohen in November 2018 and December 2018.

INSTRUCTIONS:

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

06/17/2021

Date of Notice

06/14/2021

Date of Plan Adoption or Giving of Instruction,
if Relying on Rule 10b5-1.

/s/ David Cohen

(Signature)

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

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