Precipio, Inc. Files 8-K: Material Agreement & Financial Obligation

TL;DR

Precipio (PRPO) signed a new deal with financial obligations, filed 8-K.

AI Summary

On May 1, 2024, Precipio, Inc. entered into a material definitive agreement, which also created a direct financial obligation for the company. The filing also includes a Regulation FD disclosure and financial statements. Precipio, Inc. is incorporated in Delaware and its principal executive offices are located in New Haven, CT.

Why It Matters

This 8-K filing indicates Precipio, Inc. has entered into a significant new agreement that carries financial obligations, potentially impacting its financial health and future operations.

Risk Assessment

Risk Level: medium — Entering into new material definitive agreements and incurring financial obligations can introduce financial risks and operational complexities for a company.

Key Numbers

• 001-36439 — SEC File Number (Identifies the company's filing history with the SEC.)
• 91-1789357 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Precipio, Inc. (company) — Registrant
• May 1, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• New Haven, CT (location) — Address of principal executive offices
• TRANSGENOMIC INC (company) — Former company name

FAQ

Key Financial Figures

• $0.01 — ge on which registered Common Stock, $0.01 par value per share PRPO Nasdaq Capit
• $250,000 — m the Lender in the principal amount of $250,000, which includes origination fees of $3,
• $3,750 — 000, which includes origination fees of $3,750 (the "Loan"). According to the Loan Agr
• $5,000 — ompany received the Loan net of fees of $5,000. The Loan has an interest rate of 20%,
• $5,769.24 — igated to pay the Lender 52 payments of $5,769.24 on a weekly basis and the total sum of
• $300,000 — ees) before a total repayment amount of $300,000. If the Company defaults on payments th
• $15,000.00 — aults on payments then a default fee of $15,000.00 shall be payable to the Lender. The Co

Filing Documents

• tm2413628d1_8k.htm (8-K) — 32KB
• tm2413628d1_ex10-1.htm (EX-10.1) — 97KB
• tm2413628d1_ex99-1.htm (EX-99.1) — 11KB
• tm2413628d1_ex99-1img01.jpg (GRAPHIC) — 5KB
• tm2413628d1_ex99-1img02.jpg (GRAPHIC) — 5KB
• 0001104659-24-057536.txt ( ) — 360KB
• prpo-20240501.xsd (EX-101.SCH) — 3KB
• prpo-20240501_lab.xml (EX-101.LAB) — 33KB
• prpo-20240501_pre.xml (EX-101.PRE) — 22KB
• tm2413628d1_8k_htm.xml (XML) — 3KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. On May 1, 2024, Precipio, Inc. (the "Company") entered into a Business Loan and Security Agreement (the "Loan Agreement"), by and between the Company, as borrower, and Altbanq Lending LLC., as lender (the "Lender") pursuant to which the Company obtained a loan from the Lender in the principal amount of $250,000, which includes origination fees of $3,750 (the "Loan"). According to the Loan Agreement, the Company granted the Lender a continuing security interest in certain collateral (as defined in the Loan Agreement). Furthermore, the Company's Chief Executive Officer, provided a personal guaranty for the Secured Loan. Under the Loan Agreement, the Company received the Loan net of fees of $5,000. The Loan has an interest rate of 20%, such that pursuant to the Loan Agreement, the Company is obligated to pay the Lender 52 payments of $5,769.24 on a weekly basis and the total sum of Loan and Interest (not including any fees) before a total repayment amount of $300,000. If the Company defaults on payments then a default fee of $15,000.00 shall be payable to the Lender. The Company has the right, at its discretion to request the Lender to loan an additional amount of up to $250,000 on the same terms and conditions, provided that there has been no material change in the Company's finances. The Loan Agreement provides for events of default customary for term loans of this type, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, bankruptcy and the occurrence of a material adverse effect on the Company. After the occurrence and continuance of an event of default the Lender has the option to (i) accelerate payment of all obligations and terminate the Lender's commitments under the Loan Agreement. The foregoing description of the Loan Agreement is not complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is

03 Creation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Reference is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 2.03 by reference.

01 Regulation

Item 7.01 Regulation FD Disclosure. On May 6, 2024, the Company issued a press release announcing the Loan Agreement A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements, including within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Reverse Stock Split and related timing. These forward-looking and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed under the caption "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and our other reports filed with the U.S. Securities and Exchange Commission. Any such forward-looking forward-looking statements at some point in the future, except as required by law, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Current Report on Form 8-K.

01 Financial

Item 9.01 Financial (d) Exhibits 10.1 Form of Business Loan and Security Agreement dated May 1, 2024 99.1 Press Release dated May 6, 2024 104 Cover Page Interactive Data File (embedded within the XBRL document) 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: May 6, 2024

View Full Filing

View this 8-K filing on SEC EDGAR