8-K - PRPO - Equibles

UNITED STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

Date of report (Date of earliest event reported):

June 21, 2024

PRECIPIO,

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

Delaware	001-36439	91-1789357
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4 Science Park, New Haven,CT 06511

(Address of principalexecutive offices) (Zip Code)

(203) 787-7888

(Registrant's telephonenumber, 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)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class	Ticker symbol(s)	Name of each exchange on which<br><br>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 5.07	Submission of Matters to a Vote of Security Holders.

On June 21, 2024, Precipio, Inc. (the “Company”) reconvened its Annual Meeting of stockholders which was originally scheduled for June 13, 2024 for the purpose of holding a stockholder vote (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company voted:

1.	to<br>elect Kathleen D. LaPorte and Ron A. Andrews as Class III directors for terms to expire in 2027;
2.	to<br>hold an advisory (non-binding) vote to approve named executive compensation;
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3.	to<br>ratify the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2024.
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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 29, 2024.

The number of shares of common stock entitled to vote at the Annual Meeting was 1,469,540. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 778,762 representing 52.99% 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.

Proposal1: proposal to elect Kathleen D. LaPorte and Ron A. Andrews as Class III directors for terms to expire in 2027as set forth in the Proxy Statement, was as follow:

	Votes For	Votes Against	Withheld	Brokers Non-Votes
Total Shares Voted	402,728	0	15,070	360,964

Kathleen D. LaPorte

	Votes For	Votes Against	Withheld
Total Shares	367,563	0	50,235

Ron A. Andrews

	Votes For	Votes Against	Withheld
Total Shares	401,564	0	16,234

Proposal2: proposal to hold an advisory (non-binding) vote to approve named executive compensation as set forth in the ProxyStatement, was as follows:

	Votes For	Votes Against	Abstain	Brokers Non-Votes
Total Shares	386,943	25,315	5,540	360,964

Proposal3**: proposal to ratify the appointment of Marcum LLP as our independent registered public accounting firm for the yearending December 31, 2024 as set forth in the Proxy Statement, was as follow.**

	Votes For	Votes Against	Abstain
Total Shares Voted	735,339	42,463	960

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:	June 25, 2024
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