Initial Statement of Beneficial Ownership (3)
July 03 2017 - 6:27PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Rimer Mark
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2. Date of Event Requiring Statement (MM/DD/YYYY)
6/29/2017
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3. Issuer Name
and
Ticker or Trading Symbol
Precipio, Inc. [PRPO]
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(Last)
(First)
(Middle)
C/O PRECIPIO, INC., 4 SCIENCE PARK
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW HAVEN, CT 06511
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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8% Convertible Promissory Note
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(1)
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(1)
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Common Stock or Series A Senior Convertible Preferred Stock
(1)
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20073
(1)
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$3.7363
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I
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By Chenies Investor LLC
(2)
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Warrant to Purchase Common Stock
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6/29/2017
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6/29/2022
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Common Stock
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2500
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$7.50
(3)
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I
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By Chenies Investor LLC
(2)
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Call Option (right to buy)
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6/29/2017
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12/31/2017
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Common Stock
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263332
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$1.00
(4)
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I
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By Kuzven Precipio Investor LLC
(5)
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Explanation of Responses:
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(1)
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The 8% Convertible Promissory Note (the "Note") was issued to Chenies Investor LLC on June 29, 2017 in the principal amount of $75,000 and is payable upon the earlier to occur of (i) October 1, 2017 or (ii) the closing of a Qualified Offering (as defined in the Note) (such date, the "Maturity Date"). At any time after the Maturity Date, the Note together with any accrued interest is convertible into shares of Common Stock of the Issuer. If the Issuer does not complete a Qualified Financing by October 1, 2017, the holder may convert the outstanding principal and interest of the Note into shares of the Issuer's Series A Senior Convertible Preferred Stock. Upon the closing of a Qualified Financing, the outstanding principal and interest of the Note will automatically be converted into shares of the Issuer's Series A Senior Convertible Preferred Stock.
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(2)
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The Reporting Person is a managing member of Chenies Investor LLC.
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(3)
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If the Issuer completes a Qualified Financing (as defined in the Warrant to Purchase Common Stock), the exercise price will become the lower of (i) $7.50 or (ii) 110% of the per share offering price in such Qualified Financing, but in no event lower than $1.50 per share.
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(4)
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Kuzven Precipio Investor LLC has the right to buy 263,332 shares of the Issuer's Common Stock for an aggregate purchase price of $1.00.
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(5)
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The Reporting Person is a managing member of Kuzven Precipio Investor LLC.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Rimer Mark
C/O PRECIPIO, INC.
4 SCIENCE PARK
NEW HAVEN, CT 06511
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X
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Signatures
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/s/ Mark Rimer
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7/3/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who 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.
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