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 THE SECURITIES EXCHANGEACT OF 1934
Date of report (Date of earliest event reported):
June 17, 2025
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) | |
| --- | --- | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- | |
| 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 | 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 17, 2025, 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:
| 1. | To elect Ilan Danieli and David S. Cohen as Class I directors for terms to expire in 2028 (“Proposal One”); and |
|---|---|
| 2. | To ratify the appointment of CBIZ CPAs, P.C. (“CBIZ”) as our independent registered public accounting firm for the year ending December 31, 2025 (“Proposal Two”). |
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 30, 2025 (the “Proxy Statement”).
The number of shares of common stock entitled to vote at the Annual Meeting was 1,516,296. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 805,111, representing 53.09% of the total number of outstanding shares of the Company. Proposals One and Two 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 One: To elect Ilan Danieli and David S. Cohen asClass I directors for terms to expire in 2028, as set forth in the Proxy Statement. The results of the election was as follows:
| Votes For | Votes Against | Withheld | Brokers Non-Votes | |
|---|---|---|---|---|
| Total Shares Voted | 387,281 | 0 | 11,643 | 406,187 |
Ilan Danieli
| Votes For | Votes Against | Withheld | |
|---|---|---|---|
| Total Shares | 385,237 | 0 | 13,687 |
David S. Cohen
| Votes For | Votes Against | Withheld | |
|---|---|---|---|
| Total Shares | 345,810 | 0 | 53,114 |
Proposal Two: To ratify the appointment of CBIZ CPAs, P.C.(“CBIZ”) as our independent registered public accounting firm for the year ending December 31, 2025 as set forth inthe Proxy Statement. The results of the election was as follows:
| Votes For | Votes Against | Abstain | |
|---|---|---|---|
| Total Shares Voted | 775,147 | 29,783 | 181 |
No other matters were submitted to or voted on by the Company’s shareholders at the Annual Meeting.
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 17, 2025