8-K

UNITED STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

June 15, 2023

PRECIPIO,

INC. (Exact Name of Registrant as Specified in Its Charter)

4 Science Park, New Haven, CT 06511

(Address of principal executive offices) (ZipCode)

(203) 787-7888

(Registrant's telephone number, including areacode)

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):

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. ¨

On June 15, 2023, Precipio, Inc. (the “Company”) convened its Annual Meeting of stockholders for the purpose of holding a stockholder vote (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company voted to:

The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 25, 2023.

The number of shares of common stock entitled to vote at the Annual Meeting was 23,436,798. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 11,921,449 representing 50.86% of the total number of outstanding shares of the Company. Proposals 1, 2 and 3 submitted to a vote of the Company’s stockholders at the Annual Meeting were approved.

The votes cast with respect to each matter voted upon are set forth below.

Proposal 1: proposal to elect Richard Sandberg, Douglas Fisher,M.D. and Jeffrey Cossman, M.D. as Class II directors for terms to expire in 2026:

Richard Sandberg

Douglas Fisher M.D.

Jeffery Cossman M.D.

Proposal 2: proposal to ratify the appointment of MarcumLLP as our independent registered public accounting firm for the year ending December 31, 2023 as set forth in the Proxy Statement, wasas follows:

Proposal 3: proposal to authorize the Company’s Boardof Directors to, in its discretion, to amend the Company’s Third Amended and Restated Certificate of Incorporation to effecta reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-30 at any time prior to the one-year anniversary ofthe date on which the reverse stock split is approved by the Company’s stockholders at the Annual Meeting without further approvalor authorization of our stockholders and with our Board of Directors able to elect to abandon such proposed amendment and not effect thereverse stock split authorized by stockholders, in its sole discretion, and, in connection therewith, to decrease the number of authorizedshares of our common stock on a basis proportional to the reverse stock split ratio.

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.

Date:    June 15, 2023