TBIO Telesis Bio Inc (PK)

On August 28, 2017, Precipio, Inc. (the “ Company ”) completed its previously announced firm commitment underwritten public offering (the “ Offering ”) of 6,000 units consisting of one share of the Company’s Series B Preferred Stock, par value $0.01 per share (“ Series B Preferred Stock ”), which is convertible into 400 shares of common stock, par value $0.01 per share (“ Common Stock ”), at a conversion price of $2.50 per share, and one warrant to purchase up to 400 shares of Common Stock (the “ Offering Warrants ”) at a combined public offering price of $1,000 per unit. The Offering included the sale of 280,000 Offering Warrants pursuant to the over-allotment option exercised by Aegis Capital Corp. (“ Aegis ”). The Offering was completed pursuant to the terms of an underwriting agreement dated as of August 22, 2017 (the “ Underwriting Agreement ”) between the Company and Aegis.

The net proceeds received by the Company from the sale of the units was approximately $5.4 million, after deducting underwriting discounts and estimated offering expenses. The Company currently intends to use the net proceeds from the Offering for general corporate purposes, including, but not limited to, growth of the Company’s sales force, progression of the Company’s product development, working capital and repayment of approximately $1.5 million of the principal amount of, together with interest on, certain of the Company’s outstanding promissory notes.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-201907) filed on February 6, 2015 and declared effective by the SEC on February 13, 2015 and a related prospectus supplement filed with the Securities and Exchange Commission.

Prior to the closing of the Offering, certain purchasers of the units sold in the Offering notified the Company of their election to convert 75 shares of Series B Preferred Stock underlying such units into 30,000 shares of Common Stock upon completion of the Offering.

Upon the closing of the Offering, all of the Company’s outstanding Series A Senior Convertible Preferred Stock (“ Series A Preferred Stock ”) converted into an aggregate of 1,712,901 shares of Common Stock, at the existing conversion rate of one share of Common Stock for one share of Series A Preferred Stock (the “ Conversion ”). The Company issued an aggregate of 22,518 shares of Series A Preferred Stock to these holders, which shares represented the Series A Preferred Payment (as defined in the Company’s Certificate of Designation of Series A Senior Convertible Preferred Stock) accrued through the date of Conversion and immediately converted into an aggregate of 22,518 shares of Common Stock in connection with the Conversion. The Company issued warrants (the “ Conversion Warrants ”) to purchase an aggregate of 856,446 shares of Common Stock to these former holders of Series A Preferred Stock as consideration for the conversion of their shares of Series A Preferred Stock into shares of Common Stock.

Upon the closing of the Offering, approximately $900,000 of the Company’s convertible promissory notes (the “ Convertible Notes ”) converted into an aggregate of 359,999 shares of Common Stock (the “ Note Conversion Shares ”) at a conversion price of $2.50 per share and 359,999 Offering Warrants.

The former holders of Series A Preferred Stock and Convertible Notes waived any registration rights they would otherwise be entitled to under (i) Section 5.16 the Agreement and Plan of Merger, dated October 12, 2016, by and among the Company and the other signatories thereto, as amended, and (ii) Section 2 of the Investors’ Rights Agreement, dated June 29, 2017, by and among the Company and the other signatories thereto.