8-K
Precipio, Inc. (PRPO)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
November 18, 2022
**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 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):
| ¨ | 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) | |
| --- | --- | |
| ¨ | 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: | ||
| --- | --- | --- |
| 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 | The 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 8.01. Other Events.
On November 18, 2022, Mr. Richard Sandberg, Chairman of the board of directors of Precipio, Inc. (the “Company”) adopted a stock trading plan (the “Plan”) in accordance with Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the Company’s insider trading policy. In accordance with Rule 10b5-1 of the Exchange Act, the Company’s Insider Trading and Anti-Tipping Policy permits issuers, officers, directors and employees who are not then in possession of material non-public information to enter into a pre-arranged plan for buying or selling Company stock under specified conditions and at specified times. In accordance with Rule 10b5-1, Mr. Sandberg will not have discretion over purchases or sales made under the Plan.
Mr. Sandberg’s Plan, which is intended to comply with Rule 10b5-1, provides for the following purchases and terms:
| (a) | on December 20, 2022, or the next business day thereafter, $20,000 of shares of the Company’s common stock may be purchased<br>by the broker at a price not exceeding $1.25 per share; |
|---|---|
| (b) | on January 20, 2023, or the next business day thereafter, $20,000 of shares of the Company’s common stock may be purchased by<br>the broker at a price not exceeding $1.50 per share. |
| --- | --- |
The Plan will expire on June 30, 2023. Transactions under the Plan will be reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations.
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: November 21, 2022