UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________

FORM 10-Q

_______________________________

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended ~~March 31,~~September 30, 2017



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____ to _____

Commission File Number: ~~000-36439~~001-36439

_______________________________

~~TRANSGENOMIC,~~PRECIPIO, INC.

(Exact name of registrant as specified in its charter)

_______________________________



Delaware		91-1789357
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~12325 Emmet Street, Omaha, Nebraska~~4 Science Park, New Haven, CT		~~68164~~06511
(Address of principal executive offices)		(Zip Code)

~~(402) 452-5400~~(203) 787-7888

(Registrant’s telephone number, including area code)

_______________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	x
Emerging growth company	o

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 o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of ~~April 30,~~November 9, 2017, the number of shares of common stock outstanding was ~~26,863,062.~~10,028,763.

~~TRANSGENOMIC,~~PRECIPIO, INC.

INDEX




		Page No.

PART I.	FINANCIAL INFORMATION	3

Item 1.	Condensed Consolidated Financial Statements	3

	Condensed Consolidated Balance Sheets at ~~March 31,~~September 30, 2017 (Unaudited) and December 31, 2016	3

	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended ~~March 31,~~September 30, 2017 and 2016	4

	Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Nine Months Ended September 30, 2017	5

	Unaudited Condensed Consolidated Statements of Cash Flows for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2017 and 2016	56

	Notes to Unaudited Condensed Consolidated Financial Statements	68

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2232

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2639

Item 4.	Controls and Procedures	2739

PART II.	OTHER INFORMATION	2841

Item 1.	Legal Proceedings	2841

Item 1A.	Risk Factors	2941

Item 6.	Exhibits	3043

Signatures		3144

PART I. FINANCIAL INFORMATION


Item 1.	Condensed Consolidated Financial Statements

~~TRANSGENOMIC,~~PRECIPIO, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)


	March 31,						September 30,
	2017			December 31,			2017			December 31,
	(unaudited)			2016			(unaudited)			2016
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	59		$	110		$	381		$	51
Accounts receivable, net	279			225			505			388
Inventories	15			24			99			100
Other current assets	190			105			127			13
Assets held for sale	24			31
Total current assets	567			495			1,112			552

PROPERTY AND EQUIPMENT, NET	127			144			255			280

OTHER ASSETS:
Goodwill							12,817			—
Intangibles, net	531			562			20,779			—
Other assets	4			58			14			10
	$	1,229		$	1,259		$	34,977		$	842
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Current maturities of long-term debt	$	7,368		$	7,814		$	42		$	395
Convertible bridge notes, less debt discounts and debt issuance costs							—			695
Accounts payable	8,509			6,541			10,034			1,084
Accrued compensation	192			224
Current maturities of capital leases							49			46
Accrued expenses	3,398			3,546			1,872			700
Deferred revenue	133			170			210			92
Other current liabilities	1,529			1,529			1,528			—
Total current liabilities	21,129			19,824			13,735			3,012
LONG TERM LIABILITIES:
Long-term debt, less current maturities and discounts							—			4,127
Common stock warrant liability	615			582			618			—
Capital leases, less current maturities							126			163
Other long-term liabilities	128			203			92			—
Total liabilities	21,872			20,609			14,571			7,302
STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.01 par value, 15,000,000 shares authorized, 214,705 shares issued and outstanding	2			2
Common stock, $0.01 par value, 150,000,000 shares authorized, 26,863,062 shares at March 31, 2017 and 26,446,927 shares at December 31, 2016 issued and outstanding	268			264
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock - $0.01 par value, 15,000,000 and 1,294,434 shares authorized at September 30, 2017 and December 31, 2016, respectively, 3,641 and 780,105 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively							—			8
Common stock, $0.01 par value, 150,000,000 and 1,806,850 shares authorized at September 30, 2017 and December 31, 2016, respectively, 9,446,878 and 449,175 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively							94			4
Additional paid-in capital	206,342			205,877			41,879			4,376
Accumulated deficit	(227,255		)	(225,493		)	(21,567		)	(10,848		)
Total stockholders’ deficit	(20,643		)	(19,350		)
Total stockholders’ equity (deficit)							20,406			(6,460		)
	$	1,229		$	1,259		$	34,977		$	842

See notes to unaudited condensed consolidated financial statements.

~~TRANSGENOMIC,~~PRECIPIO, INC. AND SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share data)

Three Months Ended
March 31,
2017 2016
NET SALES $ 658
$ 236
COST OF GOODS SOLD 459
505
Gross profit (loss) 199
(269 )
OPERATING EXPENSES:
Selling, general and administrative 1,620
1,704
Research and development 134
270
1,754
1,974
OPERATING LOSS FROM CONTINUING OPERATIONS (1,555 ) (2,243 )
OTHER INCOME (EXPENSE):
Interest expense, net (247 ) (169 )
Warrant revaluation (33 ) 321
(280 ) 152
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (1,835 ) (2,091 )
INCOME TAX EXPENSE (BENEFIT) —
—
LOSS FROM CONTINUING OPERATIONS (1,835 ) (2,091 )
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAXES 73
(1,173 )
NET LOSS (1,762 ) (3,264 )

PREFERRED STOCK DIVIDENDS —
(393 )

NET LOSS FROM CONTINUING OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS (1,835 ) (2,484 )
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS 73
(1,173 )
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ (1,762 ) $ (3,657 )

BASIC AND DILUTED LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS $ (0.07 ) $ (0.12 )
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE FROM DISCONTINUED OPERATIONS $ —
$ (0.06 )
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.07 ) $ (0.18 )
BASIC AND DILUTED WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING 26,779,835
20,323,333



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
SALES
Patient service revenue, net	$	327		$	445		$	946		$	1,716
less provision for bad debts	(57		)	(80		)	(168		)	(309		)
Net sales	270			365			778			1,407
COST OF DIAGNOSTIC SERVICES	347			231			813			710
Gross profit (loss)	(77		)	134			(35		)	697
OPERATING EXPENSES:
Operating expenses	2,541			497			3,981			1,573
Impairment of goodwill	1,015			—			1,015			—
TOTAL OPERATING EXPENSES	3,556			497			4,996			1,573
OPERATING LOSS	(3,633		)	(363		)	(5,031		)	(876		)
OTHER INCOME (EXPENSE):
Interest expense, net	(1,883		)	(136		)	(2,265		)	(378		)
Warrant revaluation	—			—			(3		)	—
Loss on extinguishment of debt and induced conversion of convertible bridge notes	(1,338		)	—			(1,391		)	—
Gain on settlement of liability	647			—			647			—
Merger advisory fees	(73		)	—			(2,676		)	—
Other, net	—			—			—			3
	(2,647		)	(136		)	(5,688		)	(375		)
LOSS BEFORE INCOME TAXES	(6,280		)	(499		)	(10,719		)	(1,251		)
INCOME TAX EXPENSE	—			—			—			—
NET LOSS	(6,280		)	(499		)	(10,719		)	(1,251		)

DEEMED DIVIDENDS ON ISSUANCE OR EXCHANGE OF PREFERRED UNITS	(3,764		)	—			(9,012		)	(1,422		)
PREFERRED DIVIDENDS	(84		)	—			(84		)	(433		)
TOTAL DIVIDENDS	(3,848		)	—			(9,096		)	(1,855		)
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(10,128	)	$	(499	)	$	(19,815	)	$	(3,106	)

BASIC AND DILUTED LOSS PER COMMON SHARE	$	(1.36	)	$	(1.15	)	$	(6.96	)	$	(7.23	)
BASIC AND DILUTED WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING	7,430,741			435,060			2,846,221			429,851

See notes to unaudited condensed consolidated financial statements.

~~TRANSGENOMIC,~~PRECIPIO, INC. AND SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Nine Months Ended
September 30, 2017

(Dollars in thousands)



	Preferred Stock					Common Stock
	Outstanding Shares		Par Value			Outstanding Shares	Par Value		Additional Paid-in Capital			Accumulated Deficit			Total
Balance, January 1, 2017	780,105		$	8		449,175	$	4	$	4,376		$	(10,848	)	$	(6,460	)
Net loss	—		—			—	—		—			(10,719		)	(10,719		)
Conversion of warrants into preferred stock	8,542		—			—	—		25			—			25
Conversion of warrants into common stock	—		—			1,958,166	20		(20		)	—			—
Conversion of preferred stock into common stock	(2,526,425	)	(25		)	3,467,666	34		(9		)	—			—
Conversion of Senior and Junior debt into preferred stock and common stock	802,920		8			1,414,700	14		4,749			—			4,771
Conversion of bridge notes into common stock	—		—			515,638	6		2,732			—			2,738
Issuance of common stock for consulting services in connection with the merger	—		—			321,821	3		2,186			—			2,189
Shares issued in connection with business combination	802,925		8			1,255,119	12		20,078			—			20,098
Issuance of preferred stock	135,574		1			—	—		5,379			—			5,380
Issuance of warrants in conjunction with issuance of side agreement	—		—			—	—		487			—			487
Beneficial conversion feature on issuance of bridge notes	—		—			—	—		1,856			—			1,856
Non-cash stock-based compensation and vesting of restricted units						64,593	1		40			—			41
Balance, September 30, 2017	3,641		$	—		9,446,878	$	94	$	41,879		$	(21,567	)	$	20,406

See notes to unaudited condensed consolidated financial statements.

PRECIPIO, INC. AND SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)


	Three Months Ended March 31,						Nine Months Ended September 30,
	2017			2016			2017			2016
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss	$	(1,762	)	$	(3,264	)	$	(10,719	)	$	(1,251	)
Less income (loss) from discontinued operations, net of tax	73			(1,173		)
Loss from continuing operations	(1,835		)	(2,091		)

Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization	48			83			395			99
Amortization of deferred financing costs and debt discount							1,898			31
Loss on extinguishment of debt and induced conversion of convertible bridge notes							1,391			—
Gain on settlement of liability							(647		)	—
Stock-based compensation and change in liability of stock appreciation rights	(24		)	110			33			9
Merger advisory fees							2,676			—
Impairment of goodwill							1,015			—
Provision for losses on doubtful accounts	1			21			168			309
Capitalized PIK interest on convertible bridge notes							—			85
Warrant revaluation	33			(321		)	3			—
Loss on settlement of lease termination	358			—
Deferred interest	—			17
Changes in operating assets and liabilities:
Accounts receivable	(55		)	73			(129		)	(314		)
Inventories	9			6			15			(12		)
Other assets	(45		)	41			30			(27		)
Accounts payable	1,967			1,230			484			58
Accrued expenses and other liabilities	(587		)	(481		)	(1,094		)	371
Net cash used in operating activities, continuing operations	(130		)	(1,312		)
Net cash provided by (used in) operating activities, discontinued operations	80			(612		)
Net cash used in operating activities	(50		)	(1,924		)	(4,481		)	(642		)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of property and equipment	—			(19		)
Change in other assets	—			(7		)
Net cash used in investing activities	—			(26		)
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
Cash acquired in business combination							101			—
Net cash provided by investing activities							101			—
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Principal payments on capital lease obligations	(1		)	(1		)	(34		)	(29		)
Issuance of preferred stock and warrants, net of costs of $219	—			1,779
Proceeds from debt	—			500
Principal payments on debt	—			(550		)
Net cash flows (used in) provided by financing activities	(1		)	1,728
Issuance of preferred stock							5,380			—
Payment of deferred financing costs							(25		)	(10		)
Proceeds from exercise of warrants							25			—
Proceeds from long-term debt							315			175
Proceeds from convertible bridge notes							1,365			455
Principal payments on convertible bridge notes							(1,500		)	—
Principal payments on long-term debt							(816		)	(116		)
Net cash flows provided by financing activities							4,710			475
NET CHANGE IN CASH AND CASH EQUIVALENTS	(51		)	(222		)	330			(167		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	110			444			51			235
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	59		$	222		$	381		$	68

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest	$	—		$	—		$	65		$	48
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
Initial valuation of warrant issued in conjunction with Private Placement	$	—		$	1,827
Conversion of convertible promissory notes	499			—
Debt settled with issuance of preferred stock and warrants	—			199
Purchases of equipment financed through capital lease							—			49
Preferred unit dividend financed through exchange agreement							—			433
Convertible bridge notes exchanged for long-term debt							—			680
Series A and B preferred exchanged for long-term debt							—			1,715
Conversion of bridges loans plus interest into common stock							1,787			—
Conversion of senior and junior notes plus interest into preferred stock and common stock							4,771			—



Deferred debt issuance cost	64	—
Beneficial conversion feature on issuance of bridge notes	1,856	—
Accrued merger cost	10	—
Issuance of warrants in conjunction with issuance of side agreement	487	—
Purchases of equipment financed through accounts payable	20	—

See notes to unaudited condensed consolidated financial statements.

~~TRANSGENOMIC,~~PRECIPIO, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three and Nine Months Ended ~~March 31,~~September 30, 2017 and 2016

1. BUSINESS DESCRIPTION

Business Description

~~Transgenomic,~~Precipio, Inc., and Subsidiary, (“we”, “us”, “our”, the “Company” or ~~“Transgenomic”~~“Precipio”) is a ~~biotechnology~~cancer diagnostics company ~~advancing personalized medicine for~~providing diagnostic products and services to the ~~detection~~oncology market. We have built and ~~treatment~~continue to develop a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. We operate a cancer diagnostic laboratory located in New Haven, Connecticut and have partnered with the Yale School of Medicine to capture the expertise, experience and technologies developed within academia so that we can provide a better standard of cancer diagnostics and ~~integrated diseases through~~solve the growing problem of cancer misdiagnosis. We also operate a research and development facility in Omaha, Nebraska which will focus on further development of ICE-COLD-PCR (“ICP”), the patented technology which was exclusively licensed by us from Dana-Farber Cancer Institute, Inc. (“Dana-Farber”) at Harvard University (“Harvard”). The research and development center will focus on the development of this technology, which we believe will enable us to commercialize other technologies developed by our ~~proprietary molecular technologies~~current and ~~clinical~~future academic partners. Our platform connects patients, physicians and ~~research services. A key goal is to bring our Multiplexed ICE COLD-PCR (“MX-ICP”) product to~~diagnostic experts residing within academic institutions. Launched in 2017, the ~~clinical market through strategic partnerships and licensing agreements, enabling~~platform facilitates the ~~use of blood and other bodily fluids for more effective and patient-friendly diagnosis, monitoring and treatment of cancer.~~following relationships:

~~MX-ICP~~Patients: patients may search for physicians in their area and consult directly with academic experts that are on the platform. Patients may also have access to new academic discoveries as they become commercially available.

Physicians: physicians can connect with academic experts to seek consultations on behalf of their patients and may also provide consultations for patients in their area seeking medical expertise in that physician’s relevant specialty. Physicians will also have access to new diagnostic solutions to help improve diagnostic accuracy.

Academic Experts: academic experts on the platform can make themselves available for patients or physicians seeking access to their expertise. Additionally, these experts have a platform available to commercialize their research discoveries.

We intend to continue updating our platform to allow for patient-to-patient communications and allow individuals to share stories and provide support for one another, to allow physicians to consult with their peers to discuss and share challenges and solutions, and to allow academic experts to interact with others in academia on the platform to discuss their research and cross-collaborate.

ICP was developed at Harvard and is licensed exclusively by us from Dana-Farber. The technology ~~proprietary to Transgenomic. It is a reagent that improves~~enables the ability to detect genetic mutations. This technology has been validated internally on all currently available sequencing platforms, including Sanger, Next Gen Sequencing and Digital PCR. By enhancing the level of detection of genetic mutations in liquid biopsies, such as blood samples. The field of liquid biopsies is a rapidly growing market, aimed at solving the challenge of obtaining genetic information on disease progression and ~~suppressing~~changes from sources other than a tumor biopsy.

Gene sequencing is performed on tissue biopsies taken surgically from the tumor site in order to identify potential therapies that will be more effective in treating the patient. There are several limitations to this process. First, surgical procedures have several limitations, including:

Cost: surgical procedures are usually performed in a costly hospital environment. For example, according to a recent study the mean cost of lung biopsies is greater than $14,000; surgery also involves hospitalization and recovery time.

Surgical access: various tumor sites are not always accessible (e.g. brain tumors), in which cases no biopsy is available for diagnosis.

Risk: patient health may not permit undergoing an invasive surgery; therefore a biopsy cannot be obtained at all.

Time: the process of scheduling and coordinating a surgical procedure often takes time, delaying the start of patient treatment.

Second, there are several tumor-related limitations that provide a challenge to obtaining such genetic information from a tumor:

Table of Contents

PRECIPIO, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Three and Nine Months Ended September 30, 2017 and 2016

Tumors are heterogeneous by nature: a tissue sample from one area of the tumor may not properly represent the tumor’s entire genetic composition; thus, the diagnostic results from a tumor may be incomplete and non-representative.

Metastases: in order to accurately test a patient with metastatic disease, ideally an individual biopsy sample should be taken from each site (if those sites are even known). These biopsies are very difficult to obtain; therefore physicians often rely on biopsies taken from the primary tumor site.

The advent of technologies enabling liquid biopsies as an alternative to tumor biopsy and analysis is based on the fact that tumors (both primary and metastatic) shed cells and fragments of DNA into the blood stream. These blood samples are called “liquid biopsies” that contain circulating tumor DNA, or ctDNA, which hold the same genetic information found in the tumor(s). That tumor DNA is the target of genetic analysis. However, since the quantity of tumor DNA is very small in proportion to the “normal” (or “healthy”) DNA within the blood stream, there is a need to identify and separate the tumor DNA from the normal ~~or wild-type DNA, several benefits are provided.~~DNA.

~~Historically, our operations were organized~~ICP is an enrichment technology that enables the laboratory to focus its analysis on the tumor DNA by enriching, and ~~reviewed by management along our major product lines and~~thereby “multiplying” the presence of, tumor DNA, while maintaining the normal DNA at its same level. Once the enrichment process has been completed, the laboratory genetic testing equipment is able to identify genetic abnormalities presented in ~~two business segments: Laboratory Services~~the ctDNA, and ~~Genetic Assays~~an analysis can be conducted at a higher level of sensitivity, to enable the detection of such genetic abnormalities. The technology is encapsulated into a chemical that is provided in the form of a kit and ~~Platforms. Beginning~~sold to other laboratories who wish to conduct these tests in-house. The chemical within the kit is added to the specimen preparation process, enriching the sample for the tumor DNA so that the analysis will detect those genetic abnormalities.

Merger Transaction

On June 29, 2017, the Company (then known as “Transgenomic, Inc.”, or “Transgenomic”), completed a reverse merger (the “Merger”) with Precipio Diagnostics, LLC, a privately held Delaware limited liability company (“Precipio Diagnostics”) in accordance with the ~~quarter ended September 30, 2015, our operations are now organized~~terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated October 12, 2016, as ~~one business segment, our Laboratory Services segment,~~amended on February 2, 2017 and ~~during~~June 29, 2017, by and among Transgenomic, Precipio Diagnostics and New Haven Labs Inc. (“Merger Sub”) a wholly-owned subsidiary of Transgenomic. Pursuant to the ~~fourth quarter of 2015, we began including a portion of our Laboratory Services segment as discontinued operations, this has continued through March 31, 2017.~~

~~Our current Laboratory Services business consists of our laboratory in Omaha, Nebraska, which is focused on providing genetic analytical services related to Oncology~~Merger Agreement, Merger Sub merged with and pharmacogenomics research services supporting Phase II and Phase III clinical trials conducted by pharmaceutical and biotechnology companies. Our laboratory employs a variety of genomic testing service technologies, including our proprietary MX-ICP technology. Our laboratory in Omaha is certified underinto Precipio Diagnostics, with Precipio Diagnostics surviving the ~~Clinical Laboratory Improvement Amendments (“CLIA”)~~Merger as a ~~high complexity laboratory and is accredited by~~wholly-owned subsidiary of the ~~College of American Pathologists.~~

Our condensed consolidated balance sheets, statements of operations and statements of cash flows for all periods presented reflect our former Genetic Assays and Platforms activities and Patient Testing business as discontinued operationscombined company (See Note 3 - ~~“Discontinued Operations”~~Reverse Merger). In connection with the Merger, the Company changed its name from Transgenomic, Inc. to Precipio, Inc., relisted its common stock under Precipio, Inc. on the National Association of Securities Dealers Automated Quotations (“NASDAQ”), and effected a 1-for-30 reverse stock split of its common stock. Upon the consummation of the Merger, the historical financial statements of Precipio Diagnostics become the Company's historical financial statements. Accordingly, the historical financial statements of Precipio Diagnostics are included in the comparative prior periods. As a result of the Merger, historical preferred stock, common stock, restricted units, warrants and additional paid-in capital, including share and per share amounts, have been retroactively adjusted to reflect the equity structure of the combined company, including the effect of the Merger exchange ratio. Pursuant to the Merger Agreement, each outstanding unit of Precipio Diagnostics was exchanged for 10.2502 pre-reverse stock split shares of Company Common Stock (the “Exchange Ratio”). See Note 3 - Reverse Merger for additional discussion of the Merger.

Going Concern

The condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (“GAAP”) applicable for a going concern, which assume that wethe Company will realize ~~our~~its assets and discharge ~~our~~its liabilities in the ordinary course of business. ~~We have~~The Company has incurred substantial operating losses and ~~have~~has used cash in ~~our~~its operating activities for the past ~~few~~several years. As of ~~March 31,~~September 30, 2017, wethe Company had a net loss of $10.7 million and negative working capital of $20.6 million and we were also not in compliance with our loan agreement due to the fact that events of default existed, including our failure to make certain required monthly interest payments to the lenders.$12.6 million. The Company’s ability to continue as a going concern is dependent upon a combination of ~~completing~~achieving its ~~planned merger with Precipio Diagnostics, LLC (“Precipio”),~~business plan, including generating additional revenue, ~~improving cash collections, potentially selling underutilized assets and/or product lines related to discontinued operations~~ and ~~if needed,~~ raising ~~necessary~~additional financing to meet its debt obligations and ~~pay its~~paying liabilities arising from normal business operations when they come due. ~~Following the planned merger, Transgenomic will change~~

To meet its name to Precipio, Inc. (“New Precipio”). On February 17, 2017, Transgenomic received written notification from the staff of Nasdaq that, as a result of Transgenomic’s inability to maintain certain Nasdaq continued listing requirements, Nasdaq had determined to delist Transgenomic’s shares from Nasdaq. Accordingly, trading in Transgenomic’s shares was suspended,current and on February 22, 2017, Transgenomic’s shares began trading on the OTCQB exchange under the ticker “TBIO”. As discussed below upon completion of the merger, the New Precipio common stock will be required to meet the Nasdaq listing standards. As a result of the merger, New Precipio is expected to meet Nasdaq's initial listing requirements. In addition, at the time of the mergerfuture obligations the Company ~~intends~~has taken the following steps to ~~execute a reverse stock split. The outcome of these matters cannot be predicted with any certainty at this time~~capitalize the business and ~~raises substantial doubt that~~successfully achieve its business plan:

On October 31, 2017, the Company ~~will be able~~entered into a Debt Settlement Agreement (the “Settlement Agreement”) with certain of its accounts payable vendors (the “Creditors”) pursuant to ~~continue as~~which the Creditors agreed to a ~~going concern for~~reduction of approximately $5.0 million in currently due vendor liabilities. The Company and the ~~next twelve months from the date of issuance of these condensed financial statements. These condensed consolidated financial statements do not include any adjustments~~Creditors agreed to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. There is no assurance that the Company will complete the merger in a timely manner or at all. The merger agreement is subject to many closing conditions and termination rights. The Companyrestructure

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Three and Nine Months Ended ~~March 31,~~September 30, 2017 and 2016

~~also cannot be certain that additional financing, if needed, will be available on acceptable terms, or at all,~~these liabilities into approximately $2.5 million in secured, long-term vendor obligations with payments beginning in July 2018 and continuing over 48 months.

On November 7, 2017, the Company completed its ~~failure~~capital raise initiative issuing $2.8 million in units consisting of Series C Preferred stock and warrants to ~~raise capital when needed could limit its~~purchase common stock.

Notwithstanding the aforementioned circumstances, there remains substantial doubt about the Company’s ability to continue ~~its operations.~~

~~Merger Agreement~~

~~On October 12, 2016, Transgenomic, New Haven Labs Inc.,~~as a ~~wholly owned subsidiary of Transgenomic (“Merger Sub” and, together with Transgenomic,~~going concern. There can be no assurance that the “Transgenomic Parties”), and Precipio entered into an Agreement and Plan of Merger (as amended by the Merger Agreement Amendment (as defined below) the “Merger Agreement”) pursuant to which Precipio will become a wholly owned subsidiary of Transgenomic (the “Merger”), on the terms and subject to the conditions set forth in the Merger Agreement. On February 2, 2017, Transgenomic, Merger Sub and Precipio entered into a First Amendment to Agreement and Plan of Merger (the “Merger Agreement Amendment”), which provided for, among other things, the revision of the exchange ratio set forth in the Merger Agreement, the waiver and removal of certain closing conditions and the authorization of certain actions taken by each of Transgenomic and Precipio since the date the Merger Agreement. The parties expect the Merger to close in the second quarter of 2017.

~~Upon the effectiveness of the Merger (the “Effective Time”), (i) the outstanding common units of Precipio~~Company will be ~~converted into~~able to successfully achieve its initiatives summarized above in order to continue as a going concern. The accompanying financial statements have been prepared assuming the ~~right to receive approximately 160.6 million shares of common stock of New Precipio (“New Precipio common stock”), together with cash in lieu of fractional units, which~~Company will continue as a going concern and do not include any adjustments that might result ~~in Precipio common unit holders owning approximately 52% of~~should the issued and outstanding shares of New Precipio common stock on a fully diluted basis, taking into account the issuance of shares of convertible preferred stock of New Precipio (“New Precipio preferred stock”) in the Merger and the private placement as discussed below (the “fully diluted New Precipio common stock”) and (ii) the outstanding preferred units of Precipio will be converted into the right to receive approximately 24.1 million shares of New Precipio preferred stock with an aggregate face amount equal to $3.0 million (based upon the purchase price of the new preferred stock of New Precipio in the new preferred stock financing), which will result in the Precipio preferred unit holders owning approximately 8% of the fully diluted New Precipio common stock.

Upon completion of the merger, New Precipio will be required to meet the initial listing requirements to qualify its shares for listing and begin trading of its shares on Nasdaq. These initial listing requirements are more difficult to achieve than the continued listing requirements. Pursuant to the Merger Agreement, Transgenomic agreed to use its commercially reasonable efforts to cause the shares of Transgenomic common stock being issued in the merger to be approved for listing on Nasdaq at or prior to the effective time of the merger. Based on information currently available to Transgenomic, Transgenomic anticipates that its stock willCompany be unable to ~~meet the $4.00 (or, to the extent applicable, $3.00) minimum bid price initial listing requirement at the closing~~continue as a going concern as a result of the ~~merger unless it effects a reverse stock split. On October 31, 2016, the stockholders~~outcome of Transgenomic authorized the Transgenomic Board to effect a reverse stock split of the shares of Transgenomic common stock at a ratio of between one-for-ten to one-for-thirty, such ratio to be determined by our Board of Directors (the “Reverse Split Proposal”). The Reverse Split Proposal was described in detail in our definitive proxy statement filed with the Securities and Exchange Commission on September 22, 2016, as supplemented on October 13, 2016. In addition, often times a reverse stock split will not result in a trading price for the affected common stock that is proportional to the ratio of the split.

this uncertainty.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation.

The accompanying condensed consolidated financial statements are presented in conformity with GAAP. ~~Supplemental cash flows from discontinued operations are presented in Note 3 - “Discontinued Operations”.~~ We have evaluated events occurring subsequent to ~~March 31,~~September 30, 2017 for potential recognition or disclosure in the condensed consolidated financial statements and concluded that, other than what is disclosed in Note 13 - Subsequent Events, there were no other subsequent events that required recognition or disclosure.

The condensed consolidated balance sheet as of December 31, 2016 was derived from our audited balance sheet as of that date. There has been no change in the balance sheet from December 31, 2016. The accompanying condensed consolidated financial statements as of and for the three and nine months ended ~~March 31,~~September 30, 2017 and 2016 are unaudited and reflect all adjustments (consisting of only normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited ~~consolidated~~ financial statements and notes thereto of Precipio Diagnostics for the year ended December 31, 2016

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~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~Three Months Ended March 31, 2017 and 2016~~

contained in our ~~Annual Report~~current report on Form ~~10-K,~~8-K/A, filed with the Securities and Exchange Commission (the “SEC”) on ~~April 13,~~July 31, 2017. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2017.

Reclassifications.

Certain reclassifications were made to the 2016 financial statements to conform to current year financial statement presentation. These reclassifications had no effect on previously reported net earnings.

Principles of Consolidation.

The condensed consolidated financial statements include the accounts of ~~Transgenomic,~~Precipio, Inc. and our wholly owned subsidiary. All inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates.

The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. In addition, estimates and assumptions associated with the determination of the fair value of certain assets and related impairments require considerable judgment by management. Actual results could differ from the estimates and assumptions used in preparing these condensed consolidated financial statements.

Risks and Uncertainties.

Certain risks and uncertainties are inherent in our day-to-day operations and in the process of preparing our financial statements. The more significant of those risks are presented below and throughout the notes to the unaudited condensed consolidated financial statements.

The Company operates in the healthcare industry which is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud

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Three and Nine Months Ended September 30, 2017 and 2016

and abuse. Government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Management believes that the Company is in compliance with fraud and abuse regulations, as well as other applicable government laws and regulations. While no material regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as regulatory actions unknown or unasserted at this time.

Fair Value.

Unless otherwise specified, book value approximates fair value. The common stock warrant liability is recorded at fair value. See Note 811 - ~~“Fair Value”~~Fair Value for additional information.

Cash and Cash Equivalents and Other Current Assets.

Cash and cash equivalents include cash and investments with original maturities at the date of acquisition of three months or less. Other current assets as of ~~March 31,~~September 30, 2017 of ~~$0.2~~$0.1 million ~~include~~includes prepaid assets of less than $0.1 million and other receivables of less than $0.1 ~~million.~~million and consisted of primarily prepaid assets as of December 31, 2016.

Concentrations of ~~Cash.~~Risk.

From time to time, we may maintain a cash position with financial institutions in amounts that exceed ~~federally~~Federal Deposit Insurance Corporation insured limits. We have not experienced any losses on such accounts as of ~~March 31,~~September 30, 2017.

Service companies in the health care industry typically grant credit without collateral to patients. The majority of these patients are insured under third-party insurance agreements. The services provided by the Company are routinely billed utilizing the Current Procedural Terminology (CPT) code set designed to communicate uniform information about medical services and procedures among physicians, coders, patients, accreditation organizations, and payers for administrative, financial, and analytical purposes. CPT codes are currently identified by the Centers for Medicare and Medicaid Services and third-party payors. The Company utilizes CPT codes for Pathology and Laboratory Services contained within codes 80000-89398.

Property and Equipment.

Depreciation expense ~~in continuing operations~~ related to property and equipment was less than $0.1 million for ~~each of~~both the three ~~month periods~~and nine months ended ~~March 31,~~September 30, 2017 and 2016. Depreciation expense during each period includes depreciation related to equipment acquired under capital leases.

Goodwill and Intangible Assets.

~~Amortization expense~~As a result of the Merger, the Company recorded goodwill and intangible assets as part of its allocation of the purchase consideration. See Note 3 - Reverse Merger for ~~intangible~~the amounts recorded.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of the business acquired. See Note 3 - Reverse Merger for the amount recorded. Goodwill is tested for impairment annually. We perform this impairment analysis during the fourth quarter of each year or when a significant event occurs that may indicate that the assets might be impaired. In assessing goodwill for impairment, the Company has the option to assess qualitative factors to determine whether events or circumstances indicate that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, for which the consolidated Company is considered one reporting unit. If this is the case, then performing the quantitative goodwill impairment test is unnecessary. An entity can choose not to perform a qualitative assessment for any or all of its reporting units, and proceed directly to the use of the quantitative impairment test. In assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the relevant events and circumstances that may impact the fair value and the carrying amount of a reporting unit are assessed. The identification of relevant events and circumstances and how these may impact a reporting unit’s fair value or carrying amount involve significant judgments by management. These judgments include the consideration of macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, events which are specific to the company, and trends in the market price of our common

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Three and Nine Months Ended September 30, 2017 and 2016

stock. Each factor is assessed to determine whether it impacts the impairment test positively or negatively, and the magnitude of any such impact. During the three months ended September 30, 2017, the Company experienced a decline in its share price and a significant reduction in its market capitalization, as such the Company determined that an assessment of goodwill should be performed using the qualitative approach described above. Based on the qualitative assessment, the Company concluded that it was more likely than not that the fair value of the Company was less than ~~$0.1~~its carry value. While there were positive qualitative factors discovered during the qualitative analysis, the instability of the market price of the Company’s common stock and the decline in revenues were significant adverse factors that directed a full assessment. In estimating fair value, the Company utilized the market capitalization to estimate the fair value. The impairment test performed by the Company indicated that the estimated fair value of the Company was less than its carrying amount. As a result of the analysis performed, the Company recorded a goodwill impairment charge of $1.0 million during the three ~~month periods~~months ended ~~March 31, 2017~~September 30, 2017.

Intangibles

We review our amortizable long-lived assets for impairment annually or whenever events indicate that the carrying amount of the asset (group) may not be recoverable. An impairment loss may be needed if the sum of the future undiscounted cash flows is less than the carrying amount of the asset (group). The amount of the loss would be determined by comparing the fair value of the asset to the carrying amount of the asset (group). There were no impairment charges during the nine months ended September 30, 2017.

In-process research and ~~2016. Amortization expense~~development (“IPR&D”) represents the fair value assigned to research and development assets that were not fully developed at the date of the Merger. Until the IPR&D projects are completed, the assets are accounted for as indefinite-lived intangible assets ~~is expected~~and subject to ~~be $0.1 million for each~~impairment testing. For the nine months ended September 30, 2017, there was no impairment of ~~the years ending December 31, 2017, 2018 and less than $0.1 million for each of the years ending December 31, 2019, 2020 and 2021.~~IPR&D.

Stock-Based Compensation.

All stock-based awards to date have exercise prices equal to the market price of our common stock on the date of grant and have ten-year contractual terms. Unvested awards as of ~~March 31,~~September 30, 2017 had vesting periods of up to ~~three~~four years from the date of grant. None of the awards outstanding at ~~March 31,~~September 30, 2017 are subject to performance or market-based vesting conditions.

During the three months ended March 31, 2017 and 2016, we recorded compensation expense for all stock awards of zero and $0.1 million, respectively, within selling, general and administrative expense. As of March 31, 2017, the unrecognized compensation expense related to unvested stock awards was less than $0.1 million, which is expected to be recognized over a weighted-average period of one year.

~~Included in our stock awards outstanding as of March 31, 2017 were fully vested stock appreciation rights (“SARs”)to purchase 83,333 shares of our common stock. The SARs were issued solely to our executive officers and vested over three years from the date of grant.~~

Net Sales Recognition.

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~~Three Months Ended March 31, 2017 and 2016~~

Revenue is realized and earned when all of the following criteria are met:

Persuasive evidence of an arrangement exists;

Delivery has occurred or services have been rendered;

The seller’s price to the buyer is fixed or determinable; and

Collectability is reasonably assured.

In our New Haven, Connecticut laboratory, we primarily recognize revenue for services rendered upon completion of the testing process. Net patient service revenue is reported at the estimated net realizable amounts from patients, third-party payors and others for services rendered, including retroactive adjustment under reimbursement agreements with third-party payors. Revenue under third-party payor agreements is subject to audit and retroactive adjustment. Provisions for third-party payor settlements are provided in the period in which the related services are rendered and adjusted in the future periods, as final settlements are determined.

In our Omaha, Nebraska laboratory, we perform services on a project by project basis. When we receive payment in advance, we initially defer the revenue and recognize it when we deliver the service. These projects typically do not extend beyond one year.

At each of ~~March 31,~~September 30, 2017 and December 31, 2016, deferred net sales ~~associated with pharmacogenomics research projects~~ included in the balance sheet in deferred revenue were $0.2 million and $0.1 million, ~~and $0.2 million,~~ respectively.

Net sales from Patient Testing laboratories are reported as part of discontinued operations (See Note 3 - “Discontinued Operations”) and are recognized on an individual test basis and, since collectability is not reasonably assured, are recognized when cash is received. There are no deferred net sales associated with our Patient Testing services.

Taxes collected from customers and remitted to government agencies for specific net sales producing transactions are recorded net with no effect on the income statement.

Presentation of Insurance Claims and Related Insurance Recoveries.

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Three and Nine Months Ended September 30, 2017 and 2016

The Company accounts for its insurance claims and related insurance recoveries at their gross values as standards for health care entities do not allow the Company to net insurance recoveries against the related claim liabilities. There were no insurance claims or insurance recoveries recorded during the three and nine months ended September 30, 2017 and 2016.

Income Taxes.

Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities at each balance sheet date using tax rates expected to be in effect in the year the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent that it is more likely than not that they will not be realized.

Beneficial Conversion Features.

The intrinsic value of a beneficial conversion feature (“BCF”) inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the first conversion date using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the BCF is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion.

Deemed dividends are also recorded for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred shares. When the preferred shares are non-redeemable the BCF is fully amortized into additional paid-in capital and preferred discount. If the preferred shares are redeemable, the discount is amortized from the commitment date to the first conversion date.

Loss Per Share.

Basic loss per share is calculated based on the weighted-average number of common shares outstanding during each period. Diluted loss per share includes shares issuable upon exercise of outstanding stock options, warrants or conversion rights that have exercise or conversion prices below the market value of our common stock. Options, warrants and conversion rights pertaining to ~~4,425,218~~5,919,819 and ~~12,970,881~~2,765,904 shares of our common stock have been excluded from the computation of diluted loss per share at ~~March 31,~~September 30, 2017 and 2016, respectively, because the effect is anti-dilutive due to the net loss.

Recent Accounting Pronouncements.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with ~~Customers. This guidance requires~~Customers and has subsequently issued supplemental and/or clarifying ASUs (collectively “ASC 606”). ASC 606 outlines a five-step framework that intends to clarify the principles for recognizing revenue and eliminate industry-specific guidance. In addition, ASC 606 revises current disclosure requirements in an ~~entity~~effort to ~~recognize~~help financial statement users better understand the nature, amount, timing, and uncertainty of revenue to which it expects to be entitled for the transfer of promised goods or services to a customer. ASU No. 2014-09 will replace most existing revenue recognition guidance in generally accepted accounting principles in the U.S. when it becomes effective. In July 2015, the FASB decided to defer the effective date of this new accounting guidance by one year. As a result, ASU No. 2014-09that is recognized. ASC 606 will be effective for usour annual reporting period beginning on January 1, 2018, including interim periods within that year. ASC 606 may be applied either retrospectively to each prior reporting period presented or use the modified retrospective transition method with the cumulative effect of initial adoption recognized at the date of initial application. We expect to apply the new standard using the modified retrospective method upon its adoption date on January 1, 2018. Under the modified retrospective method, we will recognize the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information will not be restated and will continue to be reported under the accounting standards in effect for ~~all annual~~those periods. Implementation steps we are taking include reviewing our current accounting policies and ~~interim reporting periods beginning after~~practices to identify potential differences that would result from the application of this standard, determining key factors to recognize revenue as prescribed by the new standard that may be applicable to each of our business segments, analyzing our current portfolio of business contracts including our third-party payor contracts and evaluating our historical accounting policies and practices to identify potential differences in applying the new guidance. We anticipate that our evaluation will include the related qualitative disclosures regarding the potential impact of the effects of the accounting policies we expect to apply and a comparison to our current revenue recognition policies. We expect to complete this process prior to the filing of, and make disclosures in, our Annual Report on Form 10-K for the year ended December ~~15,~~31, 2017. Based on our evaluation so far, we believe there will be no significant changes required to our

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Three and Nine Months Ended September 30, 2017 and ~~early adoption would be permitted as~~2016

business processes, systems and controls to effectively report revenue recognition under the new standard. Adoption of the ~~original effective date. The~~ new standard ~~permits~~is not expected to materially change the ~~use~~timing or amount of either the retrospective or cumulative effect transition method. We do not expect to early adopt this guidance and we have not selected a transition method. We are currently evaluating the impact this guidance will have onrevenue recognized in our ~~financial condition, results of operations and cash flows.~~Consolidated Financial Statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard amends the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases and amends disclosure requirements associated with leasing arrangements. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. We are currently assessing the impact that the adoption of this ASU will have on our consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The new standard simplifies several aspects related to the accounting for share-based payment transactions, including the accounting for income taxes, statutory tax withholding requirements, forfeitures and classification on the statement of cash flows. This guidance is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2016. The Company adopted ASU No. 2016-09 as of January 1, 2017. The adoption of this guidance does not have a material effect on the Company’s financial position and results of operations.

In August 2016, FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU No. 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments in the statement of cash flows by adding or clarifying guidance on eight specific cash flow issues. ASU No. 2016-15 is effective for fiscal years

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~~Three Months Ended March 31, 2017 and 2016~~

beginning after December 15, 2017, and for interim periods within that fiscal year. We do not believe ASU No. 2016-15 will have a material effect on our financial position and results of operations.

In January 2017, FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU No. ~~2017-01adds~~2017-01 adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not believe ASU No. 2017-01 will have a material effect on its financial position and results of operations.

~~3. DISCONTINUED OPERATIONS~~In January 2017, FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which removes Step 2 from the goodwill impairment test. It is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment test performed with a measurement date after January 1, 2017. The Company has adopted this standard and, as discussed above, performed interim impairment testing of goodwill during the three months ended September 30, 2017 which resulted in the Company recording a goodwill impairment charge of $1.0 million.

In ~~March 2016, we halted testing services~~July 2017, FASB issued ASU No. 2017-11, Earning Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815), which was issued in ~~our Patient Testing laboratory in New Haven, Connecticut.~~two parts, Part I, Accounting for Certain Financial Instruments with Down Round Features and Part II, Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Part I of ASC No. 2017-11 addresses the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The amendments in Part II of ASU 2017-11 recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the codification, to a scope exception. Part II amendments do not have an accounting effect. The ASU 2017-11 is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The Company has early adopted this ~~action,~~standard as of ~~December 31, 2015, our Patient Testing business met~~January 1, 2017 with the ~~criteria to be reported as discontinued operations. The related assets, liabilities, results of operations and cash flows for~~only impact being that the ~~Patient Testing business~~warrants with down round provisions are classified ~~as assets held for sale, liabilities held for sale~~within equity. (See Note 6 - Convertible Bridge Notes and ~~discontinued operations for all periods presented.~~

~~Results of the discontinued operations consisted of the following:~~

Three months ended March 31,
(Dollars in thousands) 2017 2016
Net sales $ 68
$ 1,103
Cost of goods sold 15
1,183
Gross profit (loss) 53
(80 )
Selling, general and administrative expense (65 ) 1,025
Research and development expense —
68
Operating income (loss) from discontinued operations 118
(1,173 )
Loss on settlement of liability (45 ) —
Income (loss) from discontinued operations before income taxes 73
(1,173 )
Income tax expense —
—
Income (loss) from discontinued operations, net of taxes $ 73
$ (1,173 )
Note 10 - Stockholders' Equity).

At March 31, 2017 and December 31, 2016, the Company had assets of the discontinued operations of less than $0.1 million which were classified as assets held for sale in the condensed consolidated balance sheets.

~~4. DEBT~~3. REVERSE MERGER

1014

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Three and Nine Months Ended ~~March 31,~~September 30, 2017 and 2016

Dollars in Thousands
March 31, 2017 December 31, 2016
Revolving Line of Credit⁽¹⁾
$ 3,243
$ 3,243
Term Loan⁽²⁾
4,000
4,000
Convertible Promissory Notes ⁽³⁾
125
571
Total debt 7,368
7,814
Current portion of long-term debt (7,368 ) (7,814 )
Long-term debt, net of current maturities $ —
$ —

~~(1)~~

~~Revolving Line of Credit.Amounts advanced under the Revolving Line accrue interest at an annual rate equal to the greater of (a)~~ ~~6.25%~~ ~~or (b) the~~ ~~Wall Street Journal~~ ~~prime rate plus~~ 3%~~. The current interest rate is 6.75%. As discussed below under~~ ~~Additional Terms~~, the interest rate is subject to increase if there is a default under the Loan Agreement. Interest is payable on a monthly basis, with the balance payable at the maturity of the Revolving Line. Under the Loan Agreement, we pay the Lenders a commitment fee of ~~$20,000~~ ~~on each one-year anniversary of March 13, 2013, the Effective Date, during the term of the Revolving Line. In addition, a fee of~~ ~~0.5%~~ ~~per annum is payable quarterly on the unused portion of the Revolving Line. The Revolving Line matures on November 1, 2017.~~

~~(2)~~

~~Term Loan.~~We received $4.0 million under the Term Loan on the Effective Date. Pursuant to the terms of the Loan Agreement, as amended, the maturity date of the Loan Agreement was extended until November 1, 2017 and no principal payments on the Term Loan are due until such date. The current interest rate is ~~9.1%. As discussed below, the interest rate is subject to increase if there is a default under the Loan Agreement.~~

~~We will pay the Lenders an additional final payment of~~ ~~$120,000~~, at maturity or prepayment of the Term Loan, which has been recorded and is reflected in accrued expenses at March 31, 2017 and December 31, 2016. In addition, if we repay the Term Loan prior to maturity, we will pay the Lenders a prepayment penalty of 1% ~~of the total outstanding balance under the Term Loan.~~

~~Additional Terms.~~

The Loan Agreement contains affirmative and negative covenants. Under the Loan Agreement, we agreed not to (i) pledge or otherwise encumber our assets other than to the Lenders, (ii) enter into additional borrowings or guarantees, (iii) repurchase our capital stock, or (iv) enter into certain mergers or acquisitions without the Lenders’ consent. Additionally, the Loan Agreement contains a subjective acceleration clause at the discretion of the Lenders. As of March 31, 2017, we were not in compliance with the Loan Agreement, as amended, due to the fact that events of default existed, including our failure to make certain required monthly interest payments.

To secure the repayment of any amounts borrowed under the Revolving Line and the Term Loan, we granted the Lenders a security interest in all of our assets. The occurrence of an event of default under the Loan Agreement could result in the acceleration of our obligations under the Loan Agreement, would increase the applicable interest rate under the Revolving Line or Term Loan (or both) by 5% and would permit the Lenders to exercise remedies with respect to the collateral under the Loan Agreement. At March 31, 2017, our applicable interest rates have been increased by 5%.

~~(3)~~ ~~Convertible Promissory Notes.~~ ~~The Notes accrue interest at a rate of 6% per year and matured on December 31, 2016.~~

~~Revolving Line and Term Loan.~~

On ~~March 13, 2013~~June 29, 2017 (the ~~“Effective~~“Closing Date”), ~~we entered into a Loan and Security Agreement~~the Company completed the Merger with ~~affiliates of Third Security, LLC, a related party, (the “Lenders”) for (a) a revolving line of credit (the “Revolving Line”)~~Precipio Diagnostics, in accordance with borrowing availability of up to $4.0 million, subject to reduction based on our eligible accounts receivable, and (b) a term loan (the “Term Loan” and, together with the Revolving Line, the “Loan Agreement”) of $4.0 million. From the Effective Date through 2015, there were a number of amendments to the Loan Agreement.

On January 6, 2016, we entered into an eighth amendment to the Loan Agreement (the “Eighth Amendment”). The Eighth Amendment, among other things, (a) provided that the Lenders waived specified events of default under the terms of the ~~Loan Agreement, (b) reduced our future minimum revenue covenants under~~Merger Agreement. Upon the ~~Loan Agreement, (c) extended the maturity date~~consummation of the ~~Loan Agreement until November 1, 2017,~~Merger, the historical financial statements of Precipio Diagnostics become the Company's historical financial statements. Accordingly, the historical financial statements of Precipio Diagnostics are included in the comparative prior periods.

On the Closing Date, the outstanding common and ~~(d) provided~~preferred units of Precipio Diagnostics and certain debt of Precipio Diagnostics were converted into (i) 5,352,847 shares of Precipio common stock, together with cash in lieu of fractional units, and (ii) 802,920 shares of Precipio preferred stock with an aggregate face amount equal to $3 million.

In connection with the Merger, on the Closing Date, Precipio also issued promissory notes and shares of Precipio preferred and common stock in a number of transactions, whereby:

Holders of certain secured indebtedness of Transgenomic received in exchange for such indebtedness 802,925 shares of Precipio preferred stock in an amount equal to $3.0 million stated value, and 352,630 shares of Precipio common stock;

Holders of Transgenomic preferred stock converted it into 7,155 shares of Precipio common stock; and

Precipio issued 107,056 shares of Precipio preferred stock to certain investors in exchange for $400,000 in a private placement. Precipio also completed the ~~repayment~~sale of an ~~overadvance~~aggregate of ~~$750,000 previously provided by the Lenders to us~~$800,000 of promissory notes pursuant to a securities purchase agreement.

Purchase Consideration

The preliminary estimated purchase consideration based on the ~~Loan Agreement.~~value of the equity of Transgenomic, the accounting acquiree, is as follows:



(dollars in thousands)
Legacy Transgenomic common stock	$	6,088
Fair value of preferred stock converted to common stock		49
Fair value of debt converted to common stock		2,398
Fair value of debt converted to preferred stock		9,796
Fair value of existing bridge notes		1,275
Fair value of warrants		1,996
Purchase consideration	$	21,602

In estimating the preliminary purchase consideration above, Transgenomic used its closing stock price of $6.80 as of the Closing Date. Transgenomic had 895,334 common shares outstanding prior to the Merger. In connection with the Merger, Transgenomic preferred stock converted into 7,155 shares of Precipio common stock and certain of Transgenomic debt and accrued interest converted into 352,630 shares of Precipio common stock and 802,925 shares of Precipio preferred stock, face value $3.0 million with an 8% annual dividend. At the Closing Date, the preferred stock had a fair value of $12.20 per share.

Allocation of Purchase Consideration

The following table sets forth an allocation of the purchase consideration to the identifiable tangible and intangible assets of Transgenomic, the accounting acquiree, based on fair values as of the Closing Date with the excess recorded as goodwill:

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Three and Nine Months Ended ~~March 31,~~September 30, 2017 and 2016



(dollars in thousands)
Current and other assets	$	419
Property and equipment		29
Goodwill		13,832
Other intangible assets⁽¹⁾		21,100
Total assets		35,380
Current liabilities		13,604
Other liabilities		174
Total liabilities		13,778
Net assets acquired	$	21,602


(1)	Other intangible assets consist of:



(dollars in thousands)
Acquired technology	$	18,990
Customer relationships		250
Non-compete agreements		30
Trademark and trade name		40
Backlog		200
In-process research and development		1,590
Total intangibles	$	21,100

We determined the estimated fair value of the acquired technology but using the multi-period excess earnings method of the income approach. The estimated fair value of the remaining identifiable intangible assets acquired were determined primarily by using the income approach.

Unaudited pro forma information

The operating results of Transgenomic for the period after the Closing Date to September 30, 2017 have been included in the Company's condensed consolidated financial statements as of and for the three and nine months ended September 30, 2017.

The following unaudited pro forma information presents the Company's financial results as if the acquisition of Transgenomic had occurred on January 1, 2016:



Dollars in thousands, except per share amounts
	Nine months ended September 30,
	2017			2016
Net sales	$	1,742		$	2,605
Net loss available to common stockholders	(22,980		)	(15,838		)
Loss per common share	$	(3.40	)	$	(2.48	)

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Three and Nine Months Ended September 30, 2017 and 2016

4. INTANGIBLES

We had no intangible assets as of December 31, 2016. In conjunction with the Merger, we recorded intangible assets of $21.1 million. As of September 30, 2017 our intangible assets consisted of the following:



	Dollars in Thousands
	September 30, 2017
	Cost		Accumulated Amortization		Net Book Value
Technology	$	18,990	$	237	$	18,753
Customer relationships	250		21		229
Backlog	200		50		150
Covenants not to compete	30		8		22
Trademark	40		5		35
IPR&D	1,590		—		1,590
	$	21,100	$	321	$	20,779




	Estimated Useful Life
Technology	20 years
Customer relationships	3 years
Backlog	1 year
Covenants not to compete	1 year
Trademark	2 years

Until our in-process research and development projects are completed, the assets are accounted for as indefinite-lived intangible assets and subject to impairment testing. For the nine months ended September 30, 2017, there was no impairment of IPR&D.

Amortization expense for intangible assets was $0.3 million during the three and nine month periods ended September 30, 2017. Amortization expense for intangible assets is expected to be $0.6 million, $1.2 million, $1.0 million, $1.0 million and $0.9 million for each of the years ending December 31, 2017, 2018, 2019, 2020 and 2021, respectively.

5. LONG-TERM DEBT

Long-term debt consists of the following:

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Three and Nine Months Ended September 30, 2017 and 2016



	Dollars in Thousands
	September 30, 2017			December 31, 2016
Senior Notes	$	—		$	3,270
Senior Note debt issuance costs	—			(9		)
Junior Notes	—			584
Connecticut Innovations - line of credit	—			162
Department of Economic and Community Development (DECD)	—			243
DECD debt issuance costs	—			(30		)
Webster Bank	—			328
Webster Bank debt discounts and issuance costs	—			(26		)
Convertible promissory notes	42			—
Total long-term debt	42			4,522
Current portion of long-term debt	(42		)	(395		)
Long-term debt, net of current maturities	$	—		$	4,127

Senior and Junior Notes

During 2016, the Company raised $525,000 from members through the issuance of senior notes which accrue interest at a rate of 12% and are payable at the sooner of the closing of a qualified public offering, as outlined in the note agreement, or five years from date of issuance.

Also during 2016, the Company restructured equity through a redemption and exchange agreement by exchanging Member Equity comprised of Series A and Series B Convertible Preferred Units in the amount of $2,147,716 (members’ initial investment of $1,715,000, plus declared dividends on these preferred units of $432,716), and Convertible Bridge Notes of $1,120,000, plus accrued interest of $61,073 for new senior notes of $2,744,968 (“Senior Notes”) and new junior notes of $583,821 (“Junior Notes”). The Senior and Junior Notes accrue interest at a rate of 12% and 15%, respectively, and have maturity dates ranging from March 2021 to September 2021, or earlier based on certain qualifying events as outlined in the note agreements.

During the ~~first quarter~~nine months ended September 30, 2017, prior to the Merger, the Company raised $315,000 from members through the issuance of Senior Notes at a rate of 12% interest that are payable at the sooner of the closing of a qualified public offering, as outlined in the note agreement, or five years from date of issuance.

On the Closing Date of the Merger, the outstanding balance of $3,584,968 in Senior Notes and $583,821 in Junior Notes, plus accrued interest of $602,373, were converted into 802,920 shares of Precipio preferred stock and 1,414,700 shares of Precipio common stock. There were no Senior or Junior Notes outstanding as September 30, 2017.

As of December 31, 2016, the ~~overadvance that existed~~outstanding balance of Senior and Junior Notes was $3,269,968 and $583,821, respectively, with accrued interest included within the accrued expenses on the accompanying condensed consolidated balance sheet of $279,740 and $71,258, respectively.

Connecticut Innovations, Incorporated

The Company entered into a line of credit on April 1, 2012 with Connecticut Innovations, Incorporated (Connecticut Innovations), an entity affiliated with a director of the Company, for up to $500,000 with interest paid monthly at ~~December 31, 2015 was repaid~~8%, due on September 1, 2018. Principal and interest payments began February 1, 2013 and ranged from $7,436 to $12,206 until September 2016, when the Company entered into a forbearance agreement to 1) defer monthly principal payments until October 2017 and 2) make interest-only payments totaling $1,041 per month through October 2017. Pursuant to the ~~Lenders and $0.2 million~~forbearance agreement, the Company was ~~received~~also restricted from ~~certain~~any additional borrowings under the line of credit. The line was secured by substantially all of the ~~Lenders and another lender affiliate in~~Company’s assets.

In connection with the ~~equity offering made~~Merger, the Company paid in full its loan obligations with Connecticut Innovations. The outstanding balance was zero and $162,066 as of September 30, 2017 and December 31, 2016, respectively.

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Department of Economic and Community Development.

The Company entered into a 10-year term loan with the Department of Economic and Community Development (“DECD”) on ~~January 6, 2016.~~May 1, 2013 for $300,000, with interest paid monthly at 3%, due on April 23, 2023. The loan was secured by substantially all of the Company’s assets but was subordinate to the term loan with Webster Bank and the Connecticut Innovations line of credit. In connection with the Merger, the Company paid in full its loan obligations with DECD. The outstanding balance was zero and $243,287 as of September 30, 2017 and December 31, 2016, respectively. The outstanding principal and accrued interest balance paid in full in July 2017 was $225,714.

Webster Bank.

The Company entered into a 3.5-year term loan with Webster Bank on December 1, 2014 for $500,000, with interest paid monthly at the one month LIBOR rate (1.16% at June 30, 2017) plus 500 basis points, due on May 31, 2018. The line was secured by substantially all of the Company’s assets and had first priority over all other outstanding debt.

The term loan with Webster Bank was subject to financial covenants relating to maintaining adequate cash runway, as defined in the term loan agreement. As of December 31, 2016 the Company was not in compliance with these covenants and, as such, the Webster Bank debt has all been presented as current in the accompanying condensed consolidated financial statements.

On June 6, 2016, we entered into a ninth amendment to the Loan Agreement (the “Ninth Amendment”). The Ninth Amendment, among other things, (a) provided that the Lenders waived specified events of default under the terms of the Loan Agreement, (b) amended the prepayment terms of the Loan Agreement, (c) provided for the reduction of amounts available under the Revolving Line upon the prepayment or repayment of certain amounts by us, (d) removed the minimum liquidity ratio and minimum net revenue financial covenants applicable to us under the Loan Agreement, (e) amended the circumstances pursuant to which we may engage in certain sales or transfers of our business or property without the consent of the Lenders, and (f) capitalized certain amounts owed by us to the Lenders and added such overdue amounts to the outstanding principal amount of the Revolving Line.

~~On February 2,~~29, 2017, we entered into a termination and tenth amendment to the Loan Agreement (the “Tenth Amendment”). The Tenth Amendment, among other things, (i) provides that the Lenders will waive specified events of default under the terms of the Loan Agreement until the effective time of the Merger (or the termination of the Merger Agreement in accordance with its terms), (ii) provides for the conversion of all outstanding indebtedness owed to the Lenders under the Loan Agreement (the “Outstanding Indebtedness”) into shares of Transgenomic common stock and preferred stock (collectively, the “Conversion Shares”) effective as of the closing date of the Merger, the Company paid in full its loan obligations (including principal and ~~(iii)~~interest) with Webster Bank. The outstanding balance was zero and $328,000 as of September 30, 2017 and December 31, 2016, respectively.

During the ~~termination~~nine months ended September 30, 2017, the Company incurred a loss on extinguishment of debt in the approximate amount of $53,000, related to the extinguishment of the ~~Loan Documents (as defined in the Loan Agreement)~~Connecticut Innovations, DECD and the termination and release of all security interests and liens of the Lenders in the Collateral (as defined in the Loan Agreement) in each case immediately following the conversion of the Outstanding Indebtedness into Conversion Shares.

The effectiveness of certain provisions in the Tenth Amendment, including provisions relating to conversion of the Conversion Shares and termination of the Loan Documents, is conditioned on, among other things, the consummation of the Merger, and, in the event that the Merger is not consummated, these provisions in the Loan Agreement Amendment will terminate.

In connection with the Tenth Amendment, the Lenders have agreed to convert the outstanding principal and accrued interest under the Loan Agreement into (i) approximately 10.4 million shares of New Precipio common stock immediately prior to the effectiveness of the Merger at a price equal to $0.50 per share and (ii) 24.1 million shares of New Precipio preferred stock. As of March 31, 2017, the outstanding amount owed under the Loan Agreement was approximately $7.2 million of principal and $0.8 million of accrued interest. The issuance of the Conversion Shares is subject to the approval of the Transgenomic stockholders in accordance with NASDAQ Capital Market listing rules.Webster Bank loans.

Convertible Promissory Notes.

~~On December 31, 2014, we entered into~~The Company, as part of the merger, assumed an Unsecured Convertible Promissory Note ~~Purchase Agreement~~ (the ~~“Note Purchase Agreement”~~“Note”) with an accredited investor (the “Investor”)~~, pursuant to which we agreed to issue and sell to the Investor in a private placement an unsecured convertible promissory note (the “Initial Note”). We issued the Initial Note~~ in the aggregate principal amount of ~~$750,000 to the Investor on December 31, 2014. Pursuant to the terms of the Initial Note,~~$125,000 and interest ~~accrued~~accrues at a rate of 6% per ~~year and the Initial~~year. The Note ~~was set to mature on December 31, 2016. The Initial Note has been converted in full into 502,786 shares of our common stock, in accordance with the terms~~provided that two-thirds of the ~~Initial Note.~~

On January 15, 2015, we entered into the Note Purchase Agreement with seven accredited investors (the “Additional Investors”) and, on January 20, 2015, issued and sold to the Additional Investors, in a private placement, notes (the “Additional Notes”) in an aggregate principal amount of $925,000. We also issued, to our placement agent for the Notes, a convertible promissory note in an aggregate principal amount equal to 5% of the proceeds received by us, or $46,250 (the “Agent Note”). The Additional Notes and Agent Note have the same terms and conditions as the Initial Note. As of December 31, 2016, $400,000 of the aggregateoutstanding principal amount of the ~~Additional Notes and Agent~~ Note ~~and accrued interest thereon, had been converted into an aggregate~~was due upon the earlier to occur of ~~281,023 shares~~the close of ~~our common stock.~~the Merger or June 17, 2017 (such applicable date, the “Maturity Date”). The remaining one-third of the principal amount outstanding on the Note was to be paid on the six month anniversary of the Maturity Date.

On the Maturity Date, the then outstanding aggregate amount owed on the ~~Additional Notes and Agent~~ Note of ~~approximately $0.6 million, including~~$143,041 ($125,000 in principal amount and $18,041 of accrued ~~interest,~~interest) became due. Pursuant to the terms of the ~~Initial~~ Note, ~~our~~the Company’s failure to pay any principal or interest within 10 days of the date such payment is due will constitute an event of default (the “Prospective Event of Default”).

On ~~January 10,~~June 21, 2017, the ~~Additional Investors and our placement agent executed a waiver of the Prospective Event of Default, pursuant to which, they~~Investor agreed to waive the Prospective Event of Default ~~on the condition that the Company~~ and the Additional Investors enter into definitive documentation evidencing the terms for an extended maturity date of the Additional Notes and the Agent Note on or before January 16, 2017 (the “Waiver Deadline”).

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~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~Three Months Ended March 31, 2017 and 2016~~

On January 13, 2017, all but one Additional Investor exercised their conversion rights relating to their respective Additional Notes, including the Agent Note, and converted an aggregate principal amount of $0.4 million, and accrued interest of less than $0.1 million, into 416,135 shares of our common stock. The Waiver Deadline was extended with respect to the remaining Additional Investor who did not exercise conversion rights (the “Non-Converting Investor”) so that the parties could continue to discuss a resolution of the Prospective Event of Default relating to such Non-Converting Investor’s Additional Note with an outstanding principal amount due of $0.1 million.

~~On January 17, 2017, the Non-Converting Investor~~ agreed to further extend the Maturity Date of ~~its Additional~~the Note pursuant to ~~an amendment~~a side letter to the ~~Additional~~ Note (the ~~“Amendment”~~“Side Letter”). The ~~Amendment~~Side Letter provides that two-thirds of the outstanding principal amount of the ~~Additional~~ Note must be paid upon the earlier to occur of (1) the ~~close~~closing of a public offering by the ~~Company’s merger with Precipio Diagnostics, LLC~~Company of either common stock, convertible preferred stock or ~~June~~convertible preferred notes or (2) August 16, 2017 (such applicable date, the “Deferred Maturity Date”). On August 31, 2017, the Company made payment of $83,333, two-thirds of the then outstanding principal amount. The remaining one-third of the principal amount outstanding on the ~~Additional~~ Note must be paid on the six month anniversary of the Deferred Maturity Date (the “Extended Maturity Date”). All accrued and unpaid interest on the outstanding principal amount of the Note will be due and immediately payable on the Extended Maturity Date, unless the Note is converted in which case such interest will be payable in shares of the Company’s common stock as part of the conversion. As of September 30, 2017, the outstanding principal amount due was $41,666 and accrued interest was approximately $20,000 and is included within accrued expenses on the accompanying condensed consolidated balance sheet.

6. CONVERTIBLE BRIDGE NOTES.

Convertible Bridge Notes.

During the year ended December 31, 2016, the Company had outstanding $695,000 of unsecured convertible bridge notes. The notes accrued interest at a rate of 14% and were payable on the extended maturity date of December 31, 2016. During January 2017, the holders of the convertible bridge notes agreed to waive the maturity date of December 31, 2016 and change it to payable on demand and accrue interest until paid.

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Three and Nine Months Ended September 30, 2017 and 2016

The convertible bridge notes had conversion terms of (i) convertible into Series C Preferred Units of the Company (at a 30% discount) upon a Qualified Series C Financing (as defined in the note agreement), (ii) at the option of the holders of a majority of the then-outstanding principal amount of the notes, convertible into Series C Preferred Units of the Company (at a 30% discount) upon any other Series C Financing, or (iii) if no such Qualified Series C Financing occurs, or no such optional conversion takes place by the maturity date (as hereinafter defined), the convertible notes will be fully repaid by Company or the notes and accrued and unpaid interest shall convert into Preferred Series B Units (at a 30% discount) of the Preferred Series B conversion Price as defined in the operating agreement provided that notice is given to the Company at least one day prior to maturity. In the event a Deemed Liquidity Event (merger, sale, IPO, or transaction with exchange of 50% or more of voting power) the holders of the notes at their sole discretion can (a) require the Company to pay an amount equal to two times the principal and accrued and unpaid interest or (b) convert all unpaid principal and interest at a rate of 70% of the applicable security. These notes were subordinated to Connecticut Innovations, DECD and Webster Bank.

In connection with the Merger, on the Closing Date, convertible bridge notes of $695,000, plus $192,000 of accrued interest, were converted into 155,639 shares of Precipio common stock.

2017 New Bridge Notes I.

Prior to the Merger, the Company (then Transgenomic) completed the sale of an aggregate of $1.2 million of non-convertible promissory notes (the “2017 Bridge Notes”) in a bridge financing pursuant to a securities purchase agreement (the “Purchase Agreement”), for which $561,500 was then given to Precipio Diagnostics through the issuance of a promissory note and is eliminated in consolidation. The financing was intended to help facilitate the completion of the Merger. The 2017 Bridge Notes had an annual interest rate of 4% and a 90-day maturity. The 2017 Bridge Notes may be repaid by the Company at any time in cash upon payment of a 20% premium. In connection with the issuance of the 2017 Bridge Notes, the Company issued warrants (the “2017 Bridge Warrants”) to acquire 40,000 shares of the Company's common stock at an exercise price of $15.00 per share, subject to anti-dilution protection. The Purchase Agreement provides certain piggyback registration rights for the holders of the 2017 Bridge Warrants for a period of six months after the closing of the bridge financing. Aegis Capital Corp. (“Aegis”) acted as placement agent for the bridge financing and received a placement agent fee of $84,000 and warrants (the “Aegis Warrants”) to acquire 5,600 shares of the Company's common stock at an exercise price of $15.00 per share. The Aegis Warrants are identical to the 2017 Bridge Warrants except that the Aegis Warrants do not have anti-dilution protection.

At the time of the Merger, the 2017 Bridge Notes were extinguished and replaced with convertible promissory notes (the “2017 New Bridge Notes I”) with an original principal amount of $1.2 million in the aggregate pursuant to an Exchange Agreement (the “Exchange Agreement”) entered into on the Closing Date. The 2017 New Bridge Notes I have an annual interest rate of 8.0% and are due and payable upon the earlier to occur of (i) October 1, 2017 or (ii) the closing of a Qualified Offering (as defined in the 2017 New Bridge Notes I). The 2017 New Bridge Notes I are convertible into shares of our common stock at an initial conversion price of $3.736329 per share, subject to adjustment, and may be convertible into shares of our preferred stock at the holder’s option if the Company does not complete a Qualified Offering (as defined in the 2017 New Bridge Notes I) by October 1, 2017. The Company may redeem the 2017 New Bridge Notes I at any time in cash upon payment of a 20% premium, or $240,000. As the convertible promissory notes were convertible into the Company's common stock at a conversion rate lower than the fair market value of the common stock at the time of issuance, the Company recorded $989,000 as a beneficial conversion feature, which was recorded as a debt discount in the balance sheet. The discount will be amortized using the effective interest method through the first conversion date of the 2017 New Bridge Notes I. On August 28, 2017, these 2017 New Bridge Notes I were partially converted and the remaining were paid off, refer below for further discussion.

Pursuant to the Exchange Agreement, the 2017 Bridge Warrants were canceled and replaced with new warrants to acquire 45,600 shares of our common stock (the “2017 New Bridge Warrants”). The initial exercise price of the 2017 New Bridge Warrants is $7.50 (subject to adjustments). If the Company completes a Qualified Offering (as defined in the 2017 New Bridge warrants), the exercise price of the 2017 New Bridge Warrants will become the lower of (i) $7.50, or (ii) 110% of the per share offering price in the Qualified Offering, but in no event lower than $1.50 per share, which has been considered a down round provision. At issuance, the 2017 New Bridge Warrants had a fair value of $211,000 and were recorded as a debt discount to the related 2017 New Bridge Notes I, with the corresponding entry to additional paid in capital as the warrants were considered classified as equity in accordance with GAAP. As discussed in Note 2 of the accompanying unaudited condensed consolidated financial statements, the Company early adopted ASU 2017-11, which allowed the Company to treat the warrants as equity classified, despite the down round provision.

2017 New Bridge Note II.

In connection with the Merger, on the Closing Date and pursuant to a Securities Purchase Agreement (the “Bridge Purchase Agreement”), the Company completed the sale of an aggregate of $800,000 of a convertible promissory note (the “2017 New

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Three and Nine Months Ended September 30, 2017 and 2016

Bridge Note II”). The Company received net proceeds of $721,000 from the sale of the 2017 New Bridge Note II, which will be used for working capital purposes. The 2017 New Bridge Note II has an annual interest rate of 8.0% and is due and payable upon the earlier to occur of (i) October 1, 2017 or (ii) the closing of a Qualified Offering (as defined in the 2017 New Bridge Note II). The 2017 New Bridge Note II is convertible into shares of our common stock at an initial conversion price of $3.736329 per share, subject to adjustment, and may be convertible into shares of our preferred stock at the holder’s option if the Company does not complete a Qualified Offering (as defined in the 2017 New Bridge Note II) by October 1, 2017. The Company may redeem the 2017 New Bridge Note II at any time in cash upon payment of a 20% premium, or $160,000.

As the 2017 New Bridge Note II was convertible into the Company's common stock at a conversion rate lower than the fair market value of the common stock at the time of issuance, the Company recorded $656,000 as a beneficial conversion feature, which was recorded as a debt discount in the balance sheet. The discount will be amortized using the effective interest method through the first conversion date of the 2017 New Bridge Note II. On August 28, 2017, this 2017 New Bridge Note II was partially converted and the remaining was paid off, refer below for further discussion.

In connection with the bridge financing and the assumption of certain obligations by an entity controlled by Mark Rimer (a director of the Company), the Company issued to that entity warrants (the “Side Warrants”) to purchase an aggregate of 91,429 shares of the Company's common stock at an exercise price of $7.00 per share (subject to adjustment), with a fair value of $487,000 at the date of issuance. The Side Warrants have a term of 5 years and are exercisable as to 22,857 shares of the Company's common stock upon grant and as to 68,572 shares of the Company's common stock upon the entity’s performance of the assumed obligations. All performance obligations have been met and the Company has recorded a merger advisory expense of $73,000 and $487,000 related to the Side Warrants during the three and nine months ended September 30, 2017, respectively.

In addition, upon the Company consummating one or more rounds of equity financing following July 1, 2017, with aggregate gross proceeds of at least $7 million, the Company will use a portion of the proceeds from such financing to repay the principal amount of the 2017 New Bridge Notes, together with any premium and interest.

Conversion and Payment of the 2017 New Bridge Notes I and New Bridge Note II (collectively, the “New Bridge Notes”).

On August 28, 2017, the Company completed an underwritten public offering (the “August 2017 Offering”) of 6,000 units consisting of one share of the Company’s Series B Preferred Stock and one warrant to purchase up to 400 shares of the Company's common stock at a combined public offering price of $1,000 per unit for gross proceeds of $6.0 million (see Note 10 - Stockholders' Equity).

At the time of the closing of the August 2017 Offering, the aggregate amount due to the holders of the New Bridge Notes was $2,436,551 ($2,000,000 in principal, $400,000 for a 20% redemption premium and $36,551 in accrued interest). Upon the closing of the August 2017 Offering, the Company made a cash payment of $1,536,551 to extinguish certain notes and the remaining $900,000 of the Company’s New Bridge Notes were converted into an aggregate of 359,999 shares of the Company's common stock (the “Note Conversion Shares”) at a conversion price of $2.50 per share and 359,999 warrants to purchase the Company's common stock (the “Note Conversion Warrants”). The Company issued the Note Conversion Warrants to the holders of the New Bridge Notes as consideration for their election to convert their New Bridge Notes into shares of the Company's common stock. The Company treated the $900,000 debt conversion as an induced conversion and determined that the fair value of the consideration given in the conversion exceeded the fair value of the debt pursuant to its original conversion terms by approximately $1.0 million. This amount was recorded as an expense included in loss on extinguishment of debt and induced conversion of convertible bridge notes in our unaudited condensed consolidated statements of operations. The Company also recorded a loss on extinguishment of debt of approximately $0.4 million related to the extinguishment of the $1,536,551 portion paid in cash, which was also recorded as an expense within the loss on extinguishment of debt and induced conversion of convertible bridge notes line in our unaudited condensed consolidated statements of operations. See Note 10 Stockholders Equity (Deficit) for discussion of the Note Conversion Warrants.

Upon conversion and payment of the New Bridge Notes, all remaining debt discounts and debt issuance costs associated with the conversions were fully amortized to interest expense and debt discounts and debt issuance costs associated with the portion paid in cash were amortized to interest expense up through the payment date. During the three and nine months ended September 30, 2017, debt discounts and debt issuance costs amortized to interest expense were $1.8 million and $1.9 million, respectively. As of September 30, 2017, the outstanding convertible bridge notes balance was zero.

7. ACCRUED EXPENSES.

Accrued expenses consist of the following:

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Three and Nine Months Ended September 30, 2017 and 2016



	September 30, 2017		December 31, 2016
Accrued expenses	$	1,323	$	50
Accrued compensation	529		155
Accrued interest	20		495
	$	1,872	$	700

8. CONTINGENCIES

WeThe Company is involved in legal proceedings related to matters, which are ~~subject~~incidental to its business. The Company has also assumed a number of claims ~~of various amounts that arise out~~as a result of the ~~normal course~~Merger. See below for a discussion on these matters.

The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, government healthcare program participation requirement, reimbursement for patient services and Medicare and Medicaid fraud and abuse. Government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers.

Violations of these laws and regulations could result in expulsion from government healthcare programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Management believes that the Company is in compliance with fraud and abuse regulations, as well as other applicable government laws and regulations. While no material regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory actions unknown or unasserted at this time.

The outcome of legal proceedings and claims brought against us are subject to significant uncertainty. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against us in the same reporting period for amounts in excess of management’s expectations, our ~~business.~~financial statements for such reporting period could be materially adversely affected. In general, the resolution of a legal matter could prevent us from offering our services or products to others, could be material to our financial condition or cash flows, or both, or could otherwise adversely affect our operating results.

Claims assumed in the Merger

The Company assumed a number of claims as a result of the Merger. In addition to the claims described ~~in this Note,~~below, we are delinquent on the payment of outstanding accounts payable ~~amounting to approximately $0.6 million with~~for certain of our vendors and suppliers who have taken or have threatened to take legal action to collect such outstanding amounts.

On February 25, 2016, the Board of Regents of the University of Nebraska (“UNMC”) filed a lawsuit against us in the District Court of Douglas County, Nebraska, for breach of contract and seeking recovery of $0.7 million owed by us to UNMC. A $0.4 million liability ~~has been~~was recorded and is reflected in accrued expenses at ~~March 31, 2017 and~~ December 31, 2016. We and UNMC entered into a settlement agreement dated February 6, 2017, which included, among other things, a mutual general release of claims, and our agreement to pay $0.4 million to UNMC in installments over a period of time. AsOn September 8, 2017, we and UNMC entered into a First Amendment to the Settlement Agreement with quarterly payments in the amount of ~~March~~$25,000 due commencing on December 15, 2017 ~~the initial~~and ending on June 15, 2020 and a final payment of $100,000 due ~~to UNMC under the settlement agreement~~on or before September 15, 2020. A $0.4 million liability has been recorded and is ~~delinquent. We and UNMC are currently~~reflected in ~~discussions to extend the date of the initial payment due to UNMC.~~accrued expenses at September 30, 2017.

~~In addition, on~~

On April 13, 2016, Fox Chase Cancer Center (“Fox Chase”) filed a lawsuit against usTransgenomic in the Court of Common Pleas of Philadelphia County, First Judicial District of Pennsylvania Civil Trial Division (the “Court of Common Pleas”), alleging, among other things, breach of contract, tortious interference with present and prospective contractual relations, unjust enrichment, fraudulent conversion and conspiracy and seeking punitive damages in addition to damages and other relief. This lawsuit relates to a license agreement weTransgenomic entered into with Fox Chase in August 2000, as amended (the “License Agreement”), as well as the assignment of certain of ~~our~~Transgenomic's rights under the License Agreement to Integrated DNA Technologies, Inc. (“IDT”) pursuant to the Surveyor Kit Patent, Technology and Inventory Purchase Agreement weTransgenomic entered into with IDT effective as of July 1, 2014 (the “IDT Agreement”). Pursuant to the terms of the IDT Agreement, weTransgenomic agreed to indemnify IDT with respect to certain of the claims asserted in the Fox Chase proceeding. On July 8, 2016, the Court of Common Pleas sustained ~~our~~Transgenomic's preliminary objections to several of Fox Chase’s claims and dismissed the claims for tortious interference,

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fraudulent conversion, conspiracy, punitive damages and attorney’s fees. Accordingly, the case has been narrowed so that only certain contract claims and an unjust enrichment claim remained pending against Transgenomic.

During June 2017, prior to the Merger, Transgenomic entered into a settlement agreement with Fox Chase (the “Agreement”) to pay $175,000 in three installments, which will resolve all outstanding claims in the litigation brought in April 2016 by Fox Chase against Transgenomic in the Court of Common Pleas of Philadelphia County (the “Action”). The case will remain pending ~~against us. We believe that we~~with the Court until all settlement payments have ~~good~~been made to Fox Chase. On October 3, 2017, the final payment of $55,000 was paid to Fox Chase totaling $175,000. Once received Fox Chase was obligated to cause the Action to be formally dismissed with prejudice. The dismissal is still pending as of November 15, 2017. Also, on July 13, 2017 the Company entered into an agreement with its co-Defendant, IDT, regarding the Company’s indemnity obligations to IDT for legal fees and ~~substantial defenses~~expenses incurred in the Action pursuant to the ~~claims asserted by Fox Chase. We are unable~~terms of the IDT Agreement. The IDT Agreement provides for monthly payments of $27,800 from the Company to ~~determine whether any loss will occur or to estimate~~IDT, in the ~~range of such potential loss; therefore, no~~total amount of ~~loss~~$139,000, commencing on August 15, 2017 and concluding on December 15, 2017. A $0.2 million liability has been recorded and is reflected in accrued ~~by us as of the date of filing of this Quarterly Report on Form 10-Q. Furthermore, there is no guarantee that we will prevail in this suit or receive any damages or other relief if we do prevail.~~expenses at September 30, 2017.

On June 23, 2016, the Icahn School of Medicine at Mount Sinai (“Mount Sinai”) filed a lawsuit against us in the Supreme Court of the State of New York, County of New York, alleging, among other things, breach of contract and, alternatively, unjust enrichment and quantum merit, and seeking recovery of $0.7 million owed by us to Mount Sinai for services rendered. We and Mount Sinai entered into a settlement agreement dated October 27, 2016, which included, among other things, a mutual general release of claims, and our agreement to pay approximately $0.7 million to Mount Sinai in installments over a period of time. A $0.7 million liability has been recorded and is reflected in accrued expenses at ~~March 31, 2017 and December 31, 2016.~~September 30, 2017. Effective as of ~~February 1,~~October 31, 2017, we and Mount Sinai agreed to ~~amend the terms of our~~enter into a new settlement agreement to ~~extend~~restructure these liabilities into a secured, long-term debt obligation of $0.4 million accruing interest at 10% with monthly principal and interest payments of $12,700 beginning in July 2018 and continuing over 48 months and to issue warrants in the amount of 24,900 shares, that are exercisable for common stock, on a 1-for-1 basis, with an exercise price of $7.50 per share, exercisable on the date of issuance with a term of 5 years. The Company does not plan to apply to list the ~~initial payment due to Mount Sinai.~~Warrants on the NASDAQ Capital Market, any other national securities exchange or any other nationally recognized trading system.

On December 19, 2016, Todd Smith (“Smith”) filed a lawsuit against us in the District Court of Douglas County Nebraska, alleging breach of contract and seeking recovery of $2.2 million owed by us to Smith for costs and damages arising from a breach of our obligations pursuant to a lease agreement between the parties. On April 7, 2017, we entered into a settlement agreement with Smith related to the early termination of our lease for our Omaha, Nebraska facility. The agreement included, among other things, a mutual general release of claims, and our agreement to pay approximately $0.6 million to Smith in installments over a period of time. ~~A $0.6~~During the three and nine months ended September 30, 2017, the Company made payments totaling $0.4 million and a $0.2 million liability has been recorded and is reflected in accrued expenses at ~~March 31, 2017. The accrued~~

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~~Three Months Ended March 31, 2017 and 2016~~

~~liability includes $0.4 million recorded as a net loss on the settlement and is included in other expense in our condensed consolidated statements of operations for the three months ended March 31,~~September 30, 2017.

On February 21, 2017, XIFIN, Inc. (“XIFIN”) filed a lawsuit against us in the District Court for the Southern District of California alleging breach of written contract and seeking recovery of approximately $0.27 million owed by us to XIFIN for damages arising from a breach of our obligations pursuant to a Systems Services Agreement between us and XIFIN, dated as of February 22, 2013, as amended and restated on September 1, 2014. On April 5, 2017, the court clerk entered default against us. On May 5, 2017, XIFIN filed an application for entry of default judgment against us. ~~A $0.3~~During the three and nine months ended September 30, 2017, the Company made payments totaling $0.1 million and a $0.2 million liability has been recorded and is reflected in accrued expenses at ~~March 31, 2017 and December 31, 2016, respectively.~~September 30, 2017.

We and Science Park Development Corporation (“SPDC”) entered into that certain Lease dated as of December 31, 2011, as modified by the First Amendment to Lease dated as of June 18, 2013, as further modified by a letter agreement dated as of February 2, 2015, as modified by the Second Amendment to Lease dated as of June 26, 2015 (the “ SPDC Lease”). In November 2016, SPDC alleged that we defaulted on our obligations under the SPDC Lease. Specifically, SPDC alleges that we failed to pay approximately $0.4 million in rental payments due under the SPDC Lease and that we vacated a portion of the leased premises in violation of the terms of the SPDC Lease. We and SPDC entered into a settlement agreement dated March 6, 2017, which included, among other things, a mutual general release of claims, and our agreement to pay approximately $0.4 million to SPDC in installments over a period of time. This liability has been recorded and is reflected in accrued expenses at ~~March 31, 2017~~September 30, 2017. We and ~~December 31, 2016.~~Science Park are currently in negotiations to restructure the settlement agreement.

CPA Global provides us with certain patent management services. On February 6, 2017, CPA Global claimed that we owe approximately $0.2 million for certain patent maintenance services rendered. CPA Global has not filed claims against us in connection with this allegation. ADuring the three and nine months ended September 30, 2017, the Company made payments of less than $0.1 million and a liability of approximately $0.2 million has been recorded and is reflected in accrued expenses at ~~March 31,~~September 30, 2017.

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Three and Nine Months Ended September 30, 2017 and ~~December 31, 2016.~~2016

On March 9, 2016, counsel for Edge BioSystems, Inc. (“EdgeBio”) sent a demand letter on behalf of EdgeBio to us in connection with the terms of that certain Asset Purchase Agreement dated September 8, 2015 (the “EdgeBio Agreement”). EdgeBio alleges, among other things, that certain customers of EdgeBio erroneously remitted payments to us, that such payments should have been paid to EdgeBio and that we failed to remit these funds to EdgeBio in violation of the terms of the EdgeBio Agreement. On September 13, 2016, we received a demand for payment letter from EdgeBio’s counsel alleging that the balance due to EdgeBio is approximately $0.1 million. On September 19, 2017 a summary of action from the Judicial District of New Haven, CT for a judgement of $113,000 was issued. A liability of approximately $0.1 million has been recorded and is reflected in accrued expenses at ~~March 31,~~September 30, 2017 and ~~December 31, 2016.~~we and EdgeBio are currently in discussions regarding settlement.

On February 17, 2017, Jesse Campbell (“Campbell”) filed a lawsuit individually and on behalf of others similarly situated against us in the District Court for the District of Nebraska alleging we have a materially incomplete and misleading proxy relating to a potential merger and that the merger agreement’s deal protection provisions deter superior offers. As a result, he alleges that we have violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereafter. Although we intend to defend the lawsuit, there can be no assurance regarding the ultimate outcome of this case. Given the uncertainty of litigation, the legal standards that must be met for, among other things, class certification and success on the merits, we are unable to estimate the amount of loss, or range of possible loss, at this time that may result from this action. In the event that a settlement is reached related to these matters, the amount of such settlement may be material to our results of operations and financial condition and may have a material adverse impact on our liquidity.

6.9. INCOME TAXES

~~Annually, we file U.S. Federal, state and foreign~~The Company's transaction with Precipio Diagnostics, LLC constitutes a reverse acquisition under Treas. Reg.§˜1.1502-75(d)(3). Consequently, the Company's portion of the year, prior to the transaction will not be included in the current year’s US federal consolidated income tax ~~returns. All U.S. Federal and most state loss carryforwards remain subject to adjustment~~return, but instead filed in ~~the event of an income~~a separate short period tax ~~examination.~~return.

Income tax expense ~~from continuing operations was zero~~ for both the three months and nine months ended ~~March 31,~~September 30, 2017 ~~and 2016. We maintain~~was zero as a result of recording a full valuation allowance ~~on our~~against the deferred tax asset generated predominantly by net operating losses.

We had no material interest or penalties during fiscal 2017 or fiscal 2016, and we do not anticipate any such items during the next twelve months. Our policy is to record interest and penalties directly related to uncertain tax positions as income tax expense in the condensed consolidated statements of operations.

As a result of the merger, there was a change in ownership as defined in IRS § 382. Because of this change, use of a portion of the accumulated net operating losses and tax credit carryforwards will be eliminated and the remainder will be limited in future periods. Since the net deferred tax assets ~~having concluded that we are~~have a full valuation allowance recorded, any limitation generated from this calculation would not ~~more likely than not going to realize~~effect the ~~benefit of our deferred tax assets, including our net operating loss carryforwards.~~current financial statements.

7.10. STOCKHOLDERS’ ~~DEFICIT~~EQUITY (DEFICIT)

Common Stock.

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~~Three Months Ended March 31, 2017 and 2016~~

Pursuant to our Third Amended and Restated Certificate of Incorporation, as amended, we currently have 150,000,000

shares of common stock authorized for issuance.

In connection with the Merger, the Company effected a 1-for-30 reverse stock split of its common stock. This reverse stock split became effective on June 13, 2017 and, unless otherwise indicated, all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying unaudited condensed consolidated financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split. Additionally, as a result of the Merger, the Company has recapitalized its stock. All historical preferred stock, common stock, restricted units, warrants and additional paid-in capital, including share and per share amounts, have been retroactively adjusted to reflect the equity structure of the combined company, including the effect of the Merger exchange ratio. Pursuant to the Merger Agreement, each outstanding unit of Precipio Diagnostics was exchanged for 10.2502 pre-reverse stock split shares of the Company's common stock.

During 2017, restricted stock of zero and 59,563 shares were granted during the three and nine months ended September 30, 2017, none of which vested prior to the merger. Upon closing of the merger, all shares fully vested. During 2017, 64,593

On January 6, 2016, we entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors (the “2016 Investors”), pursuant to which, on January 8, 2016, we sold to the 2016 Investors, and the 2016 Investors purchased from us (the “January 2016 Offering”), an aggregate of approximately $2.2 million of units (the “Units”) consisting of (a) an aggregate of 2,365,243 shares (the “A-1 Preferred Shares”) of our Series A-1 Convertible Preferred Stock (the “A-1 Preferred”), and (b) warrants (the “2016 Warrants”) to purchase up to an aggregate of 1,773,929 shares of our common stock, with an initial value of $1.8 million. The gross amount of $2.2 million included $2.0 million of cash proceeds and $0.2 million of debt settled with the issuance of preferred stock and warrants. Each Unit was sold to the 2016 Investors at a purchase price of $0.93 per Unit. The A-1 Preferred Shares are convertible into shares of our common stock at an initial rate of 1-for-1, which conversion rate is subject to further adjustment as set forth in our Certificate of Designation of Series A-1 Convertible Preferred Stock, which was filed with the Secretary of State of the State of Delaware on January 8, 2016 (the “Series A-1 Certificate of Designation”). We determined there was a beneficial conversion feature (“BCF”) in connection with this issuance and valued the BCF at $0.4 million. The holders of the A-1 Preferred were able to convert at any time following the issuance. Accordingly, we recorded a dividend totaling $0.4 million during 2016 related to this beneficial conversion, which was recorded against additional paid in capital. Pursuant to the terms of the Series A-1 Certificate of Designation, the holders of the A-1 Preferred Shares will generally be entitled to that number of votes as is equal to the product obtained by multiplying: (i) the number of whole shares of our common stock into which the A-1 Preferred may be converted as of the record date of such vote or consent, by (ii) 0.93, rounded down to the nearest whole number. Therefore, every 1.075269 shares of A-1 Preferred will generally initially be entitled to one vote. In May 2016, 2,150,538 of the A-1 Preferred Shares were converted into 2,150,538 shares of our common stock. At March 31, 2017, there were 214,705 A-1 Preferred Shares outstanding.

The 2016 Warrants were immediately exercisable upon issuance, have a term of five years and have an exercise price of $1.21 per share of our common stock. Each 2016 Warrant includes both cash and “cashless exercise” features and an exchange feature whereby the holder of the 2016 Warrant may exchange (the “Exchange Right”) all or any portion of the 2016 Warrant for a number of shares of our common stock equal to the quotient obtained by dividing the “Exchange Amount” by the closing bid price of our common stock on the second trading day prior to the date the 2016 Warrant is exchanged (the “Exchange Price”). Under the 2016 Warrants, the “Exchange Amount” is based upon a Black Scholes option pricing model, and the aggregate Exchange Amount under all of the 2016 Warrants will be $1.4 million, subject to adjustment to the extent that the risk-free U.S. Treasury rate fluctuates between the date of issuance of the 2016 Warrants and the date the 2016 Warrants are exchanged. Each 2016 Warrant provides that the number of shares that may be issued upon exercise of the Exchange Right is limited to the number of shares that may be purchased pursuant to the terms of the 2016 Warrant, unless we have previously obtained stockholder approval or approval from The Nasdaq Stock Market LLC to issue any additional shares of our common stock (the “Additional Shares”) pursuant to the Exchange Right (the “Required Approvals”). For any Exchange Right exercised more than 90 days following the issuance of the 2016 Warrants, if we have not obtained either of the Required Approvals, we will be required to pay the 2016 Warrant holder an amount in cash for any Additional Shares that we cannot issue without the Required Approvals based on the Exchange Amount.

The 2016 Warrants further provide that, to the extent the closing bid price of our common stock on the second trading day prior to the date the 2016 Warrant is exchanged is less than $0.50, the Exchange Price will be deemed to be equal to $0.50, and, in addition to issuing shares of our common stock based on this Exchange Price, we will be required to pay to the 2016 Warrant holder an amount in cash equal to the product obtained by multiplying (a) $0.50 minus the closing bid price of our common stock on the second trading day prior to the date the 2016 Warrant is exchanged, by (b) the aggregate number of shares of our common stock issued to the 2016 Warrant holder by the Company in such exchange at an Exchange Price equal to $0.50. Therefore, if the Required Approvals are obtained, based on the Exchange Amount of $1,436,882 (which, as noted above, is subject to adjustment to the extent that the risk-free U.S. Treasury rate fluctuates between the date of the issuance of the 2016 Warrants and the date the 2016 Warrants are exchanged), the maximum number of shares of our common stock issuable pursuant to the Exchange Right in the 2016 Warrants will be 2,873,765. In addition, if, for example, assuming an Exchange Amount of $1,436,882, the closing bid price of our common stock on the second trading day prior to the date the 2016 Warrants are exchanged is $0.25, we would be required to pay to the 2016 Warrant holders cash in an aggregate amount of $718,441 in addition to issuing the 2016 Warrant holders 2,873,765 shares. During the year ended December 31, 2016, 1,006,419 of the 2016 Warrants were exchanged for 1,613,353 shares of our common stock and cash due of $0.5 million. As of March 31, 2017 and December 31, 2016, the $0.5 million due to a 2016 Investor is included in other current liabilities on our condensed consolidated balance sheet.

In accordance with the terms of the SPA, we amended that certain Series A Warrant to purchase up to an aggregate of 1,161,972 shares of our common stock previously issued by us to an affiliate of one of the 2016 Investors on July 7, 2015 (the “Original Warrant”), as previously reported by us on our Amendment No. 1 to Current Report on Form 8-K/A, filed with the SEC on July

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Three and Nine Months Ended ~~March 31,~~September 30, 2017 and 2016

~~7, 2015 (as so amended, the “Amended Warrant”). The Amended Warrant amends the Original Warrant~~shares were released to ~~provide that the Amended Warrant is subject~~common stock. We recorded stock compensation expense of approximately $28,000 related to the ~~same terms and conditions as~~restricted stock that vested during the ~~2016 Warrants and, therefore, includes both cash and “cashless exercise” features and an Exchange Right whereby~~nine months ended September 30, 2017.

On the number of shares issuable pursuant to the Exchange Right is equal to the “Amended Warrant Exchange Amount”, which is based on a Black Scholes option pricing model, and will be $941,197, subject to adjustment to the extent that the risk-free U.S. treasury rate fluctuates between the date of issuance of the Amended Warrant and the date the Amended Warrant is exchanged. The Amended Warrant is exercisable for up to 1,161,972Closing Date, Precipio Diagnostics received 7,356,170 shares of ~~our~~Precipio common stock infrom the ~~event we have obtained either~~conversion of ~~the Required Approvals with respect to the Amended Warrant. In the event the Amended Warrant holder exercises the Amended Warrant more than 90 days following the issuance~~preferred stock, senior and junior debt, bridge notes and warrants. Also, certain advisors of ~~the Amended Warrant, if we have not obtained either of the Required Approvals, we will be required to pay the Amended Warrant holder an amount in cash for the~~Precipio Diagnostics received 321,821 shares of ~~our~~Precipio common stock ~~that we cannot issue under the Amended Warrant pursuant~~related to ~~such exercise without the Required Approvals based on the Amended Warrant Exchange Amount.~~

The Amended Warrant also provides that, to the extent the closing bid price of our common stock on the second trading day prior to the date the Amended Warrant is exchanged is less than $0.50, the Exchange Price will be deemed to be equal to $0.50, and, in addition to issuing shares of our common stock based on this Exchange Price (assuming receipt of the Required Approvals), we will be required to pay to the Amended Warrant holder an amount in cash equal to the product obtained by multiplying (a) $0.50 minus the closing bid price of our common stock on the second trading day prior to the date the Amended Warrant is exchanged, by (b) the aggregate number of shares of our common stock issued to the Amended Warrant holder by us in such exchange at an Exchange Price equal to $0.50. Therefore, if the Required Approvals are obtained, based on the Amended Warrant Exchange Amount of $941,197 (which, as noted above, is subject to adjustment to the extent that the risk-free U.S. Treasury rate fluctuates between the issuance of the Amended Warrant and the date the Amended Warrant is exchanged), the maximum number of shares of our common stock issuable pursuant to the Exchange Right in the Amended Warrant will be 1,882,395. In addition, if, for example, assuming an Amended Warrant Exchange Amount of $941,197, the closing bid price of our common stock on the second trading day prior to the date the Amended Warrant is exchanged is $0.25, we would be required to pay to the Amended Warrant holder cash in an aggregate amount of $470,599 in addition to issuing the Amended Warrant holder 1,882,395 shares.

In connection with entering into the SPA, we also entered into a Registration Rights Agreement, dated January 8, 2016, with the 2016 Investors. Pursuant to the terms of the Registration Rights Agreement, we were required to file with the SEC a registration statement to register for resale the shares of our common stock issuable upon conversion of the A-1 Preferred Shares and the shares of our common stock issuable upon exercise of the 2016 Warrants and the Amended Warrant by January 25, 2016. We filed the required registration statement with the SEC on January 25, 2016.

~~Craig-Hallum (the “Placement Agent”) served as the sole placement agent for the January 2016 Offering. In consideration for~~ services rendered as the Placement Agent in the January 2016 Offering, we (1) paid to the Placement Agent cash commissions equal to approximately $140,000, or 7.0% of the gross proceeds received in the January 2016 Offering, excluding any proceeds received from Third Security, LLC or any of its affiliates; (2) issued to the Placement Agent, for a price of $50, a five-year warrant to purchase up to 107,527 shares of our common stock at an exercise price of $1.21 per share (the “Agent Warrant”), which is subject to the same terms as the 2016 Warrants except that the Agent Warrant was not exercisable until July 8, 2016 and does not contain the Exchange Right; and (3) reimbursed the Placement Agent for reasonable out-of-pocket expenses, including fees paid to the Placement Agent’s legal counsel, incurredperformed in connection with the ~~January 2016~~Merger. The fair value of these advisory shares was $2.2 million at the date of the Merger and is included as a merger advisory fee expense in the accompanying financial statements.

As part of the Merger, Precipio Diagnostics also received 200,081 shares of Precipio common stock that have not been issued yet. 135,000 of these shares are being held for future issuance to advisors pending completion of certain performance obligations. If these performance obligations are not met, the shares will remain with Precipio Diagnostics as part of the unissued pool. For any shares that remain unissued, it is the intent of the Company to allocate these to Precipio Diagnostics shareholders on a pro rata basis.

Also, upon completion of the Merger, Transgenomic legacy stockholders had 1,255,119 shares of Precipio common stock outstanding.

Upon the closing of the August 2017 Offering, ~~which reimbursable expenses did not exceed $50,000.~~

~~The January 2016 Offering~~the Company issued 359,999 shares of its common stock upon conversion of $900,000 of its New Bridge Notes (See Note 6 - Convertible Bridge Notes) and ~~the payment~~1,735,419 shares of ~~all accrued and unpaid dividends on the~~its common stock upon conversion of its Series A Senior stock (see below - Series A Senior Preferred Stock).

Also, during the three months ended September 30, 2017, the Company issued 943,600 shares of its common stock in connection with conversions of its Series B Preferred Stock (see below - Series B Preferred Stock).

Series A and Series B Preferred ~~Stock~~Stock.

Prior to the Merger and under Precipio Diagnostics, the Company had outstanding preferred units of 367,299 for Series A and 412,806 for Series B as of December 31, 2016. These units have been recapitalized and are included in preferred stock. On the ~~form of~~Closing Date, the outstanding preferred units for Series A and Series B, along with the related accumulated dividends, were converted into common shares of ~~our common stock at a rate of $1.00 per share of our common stock discussed under “-Conversion of Preferred Stock” below required~~ the repricing and issuance of additional common stock warrants to the holders of warrants issued in the February 2012 common stock and warrant sale (the “2012 Private Placement”). The exercise price of these warrants decreased to $4.39 per share and the number of shares issuable upon exercise of the warrants increased from 2,188,177 to 3,239,827.Company.

On May 31, 2016, we issued to a vendor an aggregate of 78,000 shares of our common stock and, on June 14, 2016, we issued to a second vendor an aggregate of 64,153 shares of our common stock. Such shares of common stock were issued to the vendors in lieu of an aggregate cash amount of approximately $89,000 owed by us to such vendors for services previously performed by such vendors. We issued the shares to the vendors in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The offering of the shares to the vendors did not involve a public offering, and no general solicitation or advertisement was made in connection with the offering of the shares to the vendors.

~~Table of Contents~~

~~TRANSGENOMIC, INC. AND SUBSIDIARY~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~Three Months Ended March 31, 2017 and 2016~~

On June 7, 2016, we entered into an At the Market Offering Agreement (the “ATM Agreement”) with Craig-Hallum, as sales agent, pursuant to which we may offer and sell, from time to time, through Craig-Hallum, up to $3,500,000 of shares (the “Shares”) of our common stock. Any Shares offered and sold in the offering will be issued pursuant to our effective shelf registration statement on Form S-3 (File No. 333-201907) and the related prospectus previously declared effective by the SEC on February 13, 2015, as supplemented by a prospectus supplement, dated June 7, 2016, that we filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”). The number of shares eligible for sale under the ATM Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3.

Under the terms of the ATM Agreement, we will pay Craig-Hallum a placement fee of 3.25% of the gross sales price of the Shares, unless Craig-Hallum acts as principal, in which case we may sell Shares to Craig-Hallum as principal at a price to be agreed upon by us and Craig-Hallum. We will also reimburse Craig-Hallum for certain expenses incurred in connection with the ATM Agreement, and agreed to provide indemnification and contribution to Craig-Hallum with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.

The ATM Agreement was terminated during the fourth quarter of 2016 and at the time of termination we had sold 1,177,849 shares. The average sales price per common share was $0.42 and the aggregate net proceeds from the sales totaled $0.5 million. We did not sell any shares under the ATM Agreement during the three month periods ended March 31, 2017 and 2016.

The sale of shares under the ATM Agreement required the repricing and issuance of additional common stock warrants to the holders of warrants issued in the 2012 Private Placement. The exercise price of these warrants decreased to $4.23 per share and the number of shares issuable upon exercise of the warrants increased from 3,262,088 to 3,362,276. The 3,362,276 warrants issued in the 2012 Private Placement expired in February 2017.

~~Common Stock Warrants.~~

During the three months ended March 31, 2017, we did not issue any warrants, no warrants were exercised and 3,362,276 warrants expired. During the three months ended March 31, 2016, we issued warrants to purchase 2,933,106 shares of common stock and no warrants were exercised. The warrants issued in the three months ended March 31, 2016 included 1,051,650 warrants issued due to repricing requirements of the Private Placement and 1,881,456 warrants issued in connection with the January 2016 Offering. Warrants to purchase an aggregate of 3,334,011 shares of common stock were outstanding at March 31, 2017.

Warrant Holder Issue Year Expiration
Underlying
Shares

Exercise
Price
Various Institutional Holders⁽¹⁾
2013 January 2018 441,655 $9.00
Affiliates of Third Security, LLC⁽¹⁾
2013 January 2018 250,000 $9.00
Various Institutional Holders⁽²⁾
2014 April 2020 374,618 $4.00
Various Institutional Holders⁽³⁾
2015 February 2020 714,780 $2.24
Various Institutional Holders⁽⁴⁾
2015 December 2020 122,433 $1.66
Various Institutional Holders⁽⁵⁾
2015 January 2021 1,161,972 $1.21
Affiliates of Third Security, LLC⁽⁶⁾
2016 January 2021 161,026 $1.21
Various Institutional Holders⁽⁶⁾
2016 January 2021 107,527 $1.21
3,334,011


~~(1)~~	~~These warrants were issued in connection with an offering which was completed in January 2013.~~


~~(2)~~	~~These warrants were issued in connection with a private placement which was completed in October 2014.~~


~~(3)~~	~~These warrants were issued in connection with an offering which was completed in February 2015.~~


~~(4)~~	~~These warrants were issued in connection with an offering which was completed in July 2015.~~


~~(5)~~	~~These warrants were originally issued in connection with the offering in July 2015, and were amended in connection with the January 2016 Offering, which was completed in January 2016.~~

~~Table of Contents~~

~~TRANSGENOMIC, INC. AND SUBSIDIARY~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~Three Months Ended March 31, 2017 and 2016~~


~~(6)~~	~~These warrants were issued in connection with the January 2016 Offering, which was completed in January 2016.~~

Preferred ~~Stock Series A.~~Stock.

The Company’s Board of Directors is authorized to issue up to 15,000,000 shares of preferred stock in one or more series, from time to time, with such designations, powers, preferences and rights and such qualifications, limitations and restrictions as may be provided in a resolution or resolutions adopted by the Board of Directors. The authority of the Board of Directors includes, but is not limited to, the determination or fixing of the following with respect to shares of such class or any series thereof: (i) the number of shares; (ii) the dividend rate, whether dividends shall be cumulative and, if so, from which date; (iii) whether shares are to be redeemable and, if so, the terms and amount of any sinking fund providing for the purchase or redemption of such shares; (iv) whether shares shall be convertible and, if so, the terms and provisions thereof; (v) what restrictions are to apply, if any, on the issue or reissue of any additional preferred stock; and (vi) whether shares have voting rights. The preferred stock may be issued with a preference over the common stock as to the payment of dividends. We have no current plans to issue any additional preferred stock. Classes of stock such as the preferred stock may be used, in certain circumstances, to create voting impediments on extraordinary corporate transactions or to frustrate persons seeking to effect a merger or otherwise to gain control of the Company. For the foregoing reasons, any additional preferred stock issued by the Company could have an adverse effect on the rights of the holders of the common stock.

~~On December 29, 2010, we entered into a transaction with the Third Security Investors, pursuant to the terms of a~~ Series A ~~Convertible~~Senior Preferred Stock Purchase Agreement (the “Series A Purchase Agreement”), in which we: (i) sold an aggregate of 2,586,205 shares of Series A Preferred Stock at a price of $2.32 per share; and (ii) issued Series A Warrants to purchase up to an aggregate of 1,293,102 shares of Series A Preferred Stock having an exercise price of $2.32 per share (the sale of Series A Preferred Stock and issuance of the Series A Warrants hereafter referred to together as the “Financing”). The Series A Warrants may be exercised at any time from December 29, 2010 until December 28, 2015 and contain a “cashless exercise” feature. The gross proceeds from the Series A financing were $6.0 million. The $0.2 million of costs incurred to complete the Series A financing were recorded as a reduction in the value of the Series A Preferred Stock. We used the net proceeds from the financing to acquire the FAMILION family of genetic tests from PGxHealth, a subsidiary of Clinical Data, Inc. Until the November 2011 modifications, the Series A Preferred Stock met the definition of mandatorily redeemable stock as it was preferred capital stock that was redeemable at the option of the holder through December 2015 and was reported outside of equity. The Series A Preferred Stock was to be accreted to its redemption value of $6.0 million. Until the November 2011 modifications, the Series A Warrants did not qualify to be treated as equity and, accordingly, were recorded as a liability. A preferred stock anti-dilution feature is embedded within the Series A Preferred Stock that met the definition of a derivative.

In connection with the ~~Series A financing, we~~Merger, the Company filed a Certificate of Designation ~~of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”)~~ with the Secretary of State of the State of Delaware on June 29, 2017, designating ~~3,879,307~~4,100,000 shares of ~~our preferred stock~~the Company’s Preferred Stock, par value $0.01 per share, as Series A Senior Convertible Preferred ~~Stock. As of December 31, 2013, the~~ Stock ("Series A ~~Preferred Stock, including~~Senior") and establishing the ~~Series A Preferred Stock issuable upon exercise~~rights, preferences and privileges of the Series A Warrants, was convertible into shares of our common stock at a rate of 4-for-1, which conversion rate is subject to further adjustment as set forth in the Series A Certificate of Designation. Giving effect to the reverse split of our stock in January 2014, the conversion rate was adjusted to 1-for-3. Certain rights of the holders of the Series A Preferred Stock are senior to the rights of the holders of our commonnew preferred stock. The Series A Preferred Stock has a liquidation preference equal to its original price per share, plus any accrued and unpaid dividends thereon. The holders of the Series A Preferred Stock are entitled to receive quarterly dividends, which accrue at the rate of 10% of the original price per share per annum, whether or not declared, and which shall compound annually and shall be cumulative. In any calendar quarter in which we have positive distributable cash flow as defined in the Series A Purchase Agreement, we are required to pay from funds legally available a cash dividend in the amount equal to the lesser of 50% of such distributable cash flow or the aggregate amount of dividends accrued on the Series A Preferred Stock.

Generally, the holders of the Series A ~~Preferred Stock~~Senior stock are entitled to vote ~~together~~as a single voting group with the holders of the Company's common stock, ~~as a single group, on an as-converted basis. However,~~and the Series A Certificate of Designation provides that we shall not perform some activities, subject to certain exceptions, without the affirmative vote of a majority of the holders of the outstanding shares of Series A Preferred Stock. The holders of the Series A ~~Preferred Stock, along with~~Senior stock are generally entitled to that number of votes as is equal to the ~~holders~~number of whole shares of the ~~Series B Preferred Stock, also are entitled to elect or appoint, as a single group, two directors of the Company.~~

~~In connection with~~Company's common stock into which the Series A ~~financing, we also entered into a registration rights agreement with the Third Security Investors (the “Registration Rights Agreement”). Pursuant to the terms~~Senior stock may be converted as of the ~~Registration Rights Agreement, the Company has granted certain demand, “piggyback” and S-3 registration rights covering the resale~~record date of ~~the shares of common stock underlying the~~such vote or consent.

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~~TRANSGENOMIC,~~PRECIPIO, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Three and Nine Months Ended ~~March 31,~~September 30, 2017 and 2016

So long as the shares of Series A ~~Preferred Stock issued pursuant~~Senior stock are outstanding certain actions will require the separate approval of at least two-thirds of the Series A Senior stock, including: changes to the terms (requires three-fourths approval) of the Series A Senior stock, changes to the number of authorized shares of Series A Senior stock, issuing a series of preferred stock that is senior to the Series A ~~Purchase Agreement~~Senior stock, changing the size of the board of directors, certain changes to the capital stock of the Company, bankruptcy proceedings and ~~issuable upon exercise~~granting security interests in the Company’s assets.

The Series A Senior stock will be convertible into the Company's common stock at any time at the then applicable conversion price. The initial conversion price for the Series A Senior stock issued in connection with the Merger and the other transactions described herein is $3.736329, but will be subject to anti-dilution protections including adjustments for stock splits, stock dividends, other distributions, recapitalizations and the like. Additionally, each holder of the Series A ~~Warrants~~Senior stock will have a right to convert such holder's Series A Senior stock into securities issued in any future private offering of the Company's securities at a 15% discount to the proposed price in such private offering.

The Series A Senior stock will be entitled to an annual 8% cumulative payment in lieu of interest or dividends, payable in-kind for the first two years and ~~all~~in cash or in-kind thereafter, at the option of the Company. The Series A Senior stock also will be entitled to share in any dividends paid on the Company's common stock.

As discussed in Note 3 - Reverse Merger, in connection with the Merger, the Company issued 1) to holders of certain Transgenomic secured indebtedness, 802,925 shares of ~~common~~Series A Senior stock ~~issuable upon any dividend or other distribution with respect thereto.~~in an amount equal to $3 million, 2) to holders of certain Precipio Diagnostic indebtedness, 802,920 shares of Series A Senior stock in an amount equal to $3 million and 3) to certain investors, 107,056 shares of Series A Senior stock in exchange for $400,000 in a private placement.

~~In November 2011, we entered into~~We determined that there was a ~~transaction~~beneficial conversion feature in connection with the Third Security Investors, pursuant to an Agreement Regarding Preferred Stock (the “Amendment Agreement”), in which the Third Security Investors agreed to (i) waive their rights to enforce the anti-dilution and redemption featuresissuances of the Series A ~~Preferred Stock~~Senior stock since the conversion price of $3.736329 was at a discount to the fair market value of the Company's common stock at issuance date. The Series A Senior stock is non-redeemable and ~~(ii)~~as a result, the Company recognized the full beneficial conversion feature in the amount of $5.2 million as a deemed dividend at the ~~next annual stockholders’ meeting, vote~~time of issuance.

Upon the closing of the August 2017 Offering, all of the Company’s outstanding Series A Senior stock converted into an aggregate of 1,712,901 shares of the Company's common stock, at the existing conversion rate of one share of Common Stock for one share of Series A Senior stock (the “Conversion”). The Company also issued an aggregate of 22,518 shares of Series A Senior stock to ~~amend~~these holders, which shares represented the Series A Preferred Payment (as defined in the Company’s Certificate of Designation of Series A Senior Convertible Preferred Stock) accrued through the date of Conversion and immediately converted into an aggregate of 22,518 shares of the Company's common stock in connection with the Conversion. The Company issued warrants (the “Series A Conversion Warrants”) to ~~remove~~purchase an aggregate of 856,446 shares of Common Stock to these former holders of Series A Senior stock as consideration for the ~~anti-dilution and redemption features~~conversion of their shares of Series A Senior stock into shares of Common Stock. The Company treated this as an induced conversion of the Series A ~~Preferred Stock. In exchange,~~Senior stock.

At the ~~Company issued shares of common stock to the Third Security Investors having an aggregate market value of $0.3 million.~~

~~As a result~~date of the ~~Amendment Agreement,~~Conversion, the ~~values~~fair value of the Series A ~~Preferred Stock and Series A~~Conversion Warrants ~~including~~was approximately $1.4 million. The Company determined that the $1.4 million represented the excess fair value of all consideration transferred to the Series A ~~Preferred Stock conversion feature and~~Senior holders as compared to the fair value of the Series A ~~Warrant liability, were reclassified into stockholders’ equity~~Senior stock pursuant to its original conversion terms. The $1.4 million was recorded as a deemed dividend at the time of the ~~date~~Conversion.

The Series A Preferred Payment of 22,518 shares of Series A Senior stock had a fair value of approximately $84,000 at the ~~Amendment Agreement.~~time of issuance and was recorded as a deemed dividend on preferred shares.

At September 30, 2017, the Company had zero shares of Series A Senior outstanding.

Series B Preferred ~~Stock Series B.~~Stock.

On ~~March 5, 2014, we entered into a Series B Convertible Preferred Stock Purchase Agreement (the “Series B Purchase Agreement”) with affiliates~~August 28, 2017, the Company completed the August 2017 Offering of ~~Third Security, LLC (the “2014 Third Security Investors”), pursuant to which we, in a private placement, sold and issued an aggregate~~6,000 units consisting of ~~1,443,297 shares~~one share of ~~our~~the Company’s Series B Preferred Stock, par value $0.01 per share ~~(the “Series~~(“Series B Preferred Stock”), ~~at a price per share of $4.85 for an aggregate purchase price of approximately $7.0 million. Each share of Series B Preferred Stock issued pursuant to the Series B Purchase Agreement was initially~~which is convertible into ~~shares of our common stock at a rate of 1-for-1, which conversion rate was subject to further adjustment as set forth in the Certificate of Designation of Series B Convertible Preferred Stock.~~

In connection with the Series B financing, we also entered into a Registration Rights Agreement, dated March 5, 2014, with the 2014 Third Security Investors, pursuant to which we granted certain demand, “piggy-back” and S-3 registrations rights covering the resale of the400 shares of common stock, ~~underlying the Series B Preferred Stock issued pursuant to the Series B Purchase Agreement and all shares of common stock issuable upon any dividend or other distribution with respect thereto.~~

The Series B financing required the repricing and issuance of additional common stock warrants to the holders of warrants issued in the Private Placement. The exercise price of the warrants decreased from $12.96 per share to $11.73 per share and the number of shares issuable upon exercise of the warrants increased from 1,097,600 to 1,212,665.

~~Conversion of Preferred Stock - Series A and Series B.~~

On January 6, 2016, the Company entered into a Conversion Agreement (the “Conversion Agreement”) with the holders (the “Preferred Holders”) of all of the Company’s outstanding shares of Series A Convertible Preferred Stock, par value $0.01 per share, at a conversion price of $2.50 per share, and one warrant to purchase up to 400 shares of common stock (the ~~“Series A Preferred Stock”~~“August 2017 Offering Warrants”)~~, and Series B Preferred Stock,~~ at a combined public offering price of $1,000 per unit. The August 2017 Offering included the sale of 280,000 August 2017 Offering Warrants pursuant to ~~which, among other things,~~ the Preferred Holders: (a) elected to convert all of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock into shares of our common stock, in each case in accordance with the terms thereof, and (b) agreed that all accrued and unpaid dividends on the Series A Preferred Stock and Series B Preferred Stock would be paidover-allotment option exercised by ~~the Company in shares of our common stock at a rate of $1.00~~Aegis Capital Corp. (“Aegis”) for $0.01 per share ~~of our common stock (collectively, the “Conversion”).~~

or $2,800. The outstanding shares of Series A Preferred Stock were convertible into shares of our common stock at a rate of 1-for-3, and the outstanding shares of Series B Preferred Stock were convertible into shares of our common stock at a rate of 1-for-1. PriorOffering was completed pursuant to the entry into the Conversion Agreement, there were 2,586,205 shares of Series A Preferred Stock outstanding, which were converted into 862,057 shares of our common stock, and 1,443,297 shares of Series B Preferred Stock outstanding, which were converted into 1,443,297 shares of our common stock, for an aggregate of 2,305,354 shares of our common stock issued upon conversion of the Series A Preferred Stock and Series B Preferred Stock (the “Conversion Shares”). At the time of the entry into the Conversion Agreement, there were $3.7 million in accrued and unpaid dividends on the outstanding shares of Series A Preferred Stock, which were converted, in accordance with the Conversion Agreement, into 3,681,590 shares of our common stock, and $0.8 million in accrued and unpaid dividends on the outstanding shares of Series B Preferred Stock, which were converted, in accordance with the terms of an underwriting agreement dated as of August 22, 2017 (the “Underwriting Agreement”) between the ~~Conversion Agreement, into 793,235 shares of our common stock, for an aggregate of 4,474,825 shares of our common stock issued pursuant to the accrued~~Company and unpaid dividends on the Series A Preferred Stock and Series B Preferred Stock. Therefore, in connection with the full conversion of the Series A Preferred Stock and Series B Preferred Stock, plus the conversion of all accrued and unpaid dividends thereon, we issued an aggregate of 6,780,179 shares of our common stock to the Preferred Holders on January 6, 2016.Aegis. The net proceeds

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~~TRANSGENOMIC,~~PRECIPIO, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Three and Nine Months Ended September 30, 2017 and 2016

received by the Company from the sale of the units was approximately $5.0 million, after deducting underwriting discounts and estimated offering expenses, which have been recorded as stock issuance costs within additional paid in capital.

For purposes of recording this transaction, the gross proceeds of $6.0 million from the August 2017 Offering were allocated to the Series B Preferred Stock and the August 2017 Offering Warrants based on their relative fair values at the date of issuance. The portion allocated to the Series B Preferred stock was $3.1 million with the remaining $2.9 million allocated to the August 2017 Offering Warrants. As a result of the allocation of the proceeds, we determined that there was a beneficial conversion feature in connection with the issuance of the Series B Preferred Stock since the calculated effective conversion price was at a discount to the fair market value of the Company's common stock at issuance date. The Company recognized the full beneficial conversion feature in the amount of $2.3 million as a deemed dividend at time of issuance.

The conversion price of the Series B Preferred Stock contains a down round feature. As discussed in Note 2 of the accompanying unaudited condensed consolidated financial statements, the Company early adopted ASU 2017-11, which allowed the Company to treat the preferred stock as equity classified, despite the down round provision. The Company will recognize the effect of the down round feature when it is triggered. At that time, the effect would be treated as a deemed dividend and as a reduction of income available to common shareholders in our basic earnings per share calculation.

During the three and nine months ended September 30, 2017, 2,359 shares of Series B Preferred Stock were converted into 943,600 shares of our common stock.

At September 30, 2017, the Company had 3,641 shares of Series B Preferred Stock outstanding.

Common Stock Warrants.

Prior to the Merger, in connection with the line of credit with Connecticut Innovations, the Company issued warrants to purchase 8,542 Series A Preferred shares of the Company, which were classified as an equity warrant, at an exercise price of $2.93 per unit, subject to adjustments as defined in the warrant agreement. The warrants were valued at $6,000 at the date of the grant utilizing the Black-Sholes model (volatility 40%, expected life 7 years, and risk free rate .36%). The value of the warrants was treated as a debt discount. At the Merger date, the warrants were exercised and then converted into shares of Precipio common stock.

In connection with the Webster Bank agreement, the Company issued 7 years warrants to purchase 20,000 Series B Preferred shares of the Company. At the Merger date, Webster Bank declined to exercise their warrants and, per the terms of the warrant agreement, the warrants were retired.

In March ~~31,~~2016, the Company entered into a redemption and exchange agreement with certain member's relating to their 275,237 Preferred A Units and 208,087 Preferred B Units. Under the terms of the agreement, the unit holders would exchange their units in the Company for the issuance of debt. The aggregate purchase price per the agreement was the member's initial investment of $750,000 for Preferred A Units and $965,000 for Preferred B Units, along with a preferred return of 8%, recorded as a dividend in the amount of $432,716. In addition to the debt issued as consideration for the members' preferred units, the Company also issued common warrant units, which allows the holders to collectively purchase common units of the Company, representing approximately 60% of the Company at the time of exercise. At the time of issuance, this represented approximately 1,958,204 common units. The common warrant units had a $0.00 exercise price with a ten year expiration date. The common warrant units were classified as equity awards and the fair value upon issuance was calculated utilizing a discounted cash flow analysis to value the Company's equity and an option pricing method to allocate the value of the equity. The fair value of the warrants was determined directly utilizing the option pricing method as the exercise price was $0.00. The aggregate value of the common warrant units was $1,421,738, which was considered a deemed dividend. At the time of the Merger, these warrants were converted into 1,958,204 shares of Precipio common stock.

Warrants Assumed in Merger

At the time of the Merger, Transgenomic had a number of outstanding warrants related to various financing transactions that occurred between 2013-2016. Details related to year issued, expiration date, amount of underlying common shares and exercise price are included in the table below.

2017 New Bridge Warrants

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PRECIPIO, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Three and Nine Months Ended September 30, 2017 and 2016

During the nine months ended September 30, 2017, prior to the Merger, Transgenomic completed the sale of the 2017 Bridge Notes in the amount of $1.2 million and the issuance of the 2017 Bridge Warrants to acquire 40,000 shares of the Company's common stock at an exercise price of $15.00 per share, subject to anti-dilution protection. Aegis acted as placement agent for the bridge financing and received Aegis Warrants to acquire 5,600 shares of Transgenomic common stock at an exercise price of $15.00 per share. The Aegis Warrants are identical to the 2017 Bridge Warrants except that the Aegis Warrants do not have anti-dilution protection. (See Note 5 - Convertible Bridge Notes).

In connection with the Merger, the holders of the 2017 Bridge Notes, the 2017 Bridge Warrants and the Aegis Warrants agreed to exchange the 2017 Bridge Notes, the 2017 Bridge Warrants and the Aegis Warrants for 2017 New Bridge Notes and the 2017 New Bridge Warrants to acquire 45,600 shares of our common stock. (See Note 6 - Convertible Bridge Notes). The initial exercise price of the 2017 New Bridge Warrants was $7.50 (subject to adjustments). These warrants had a provision that if the Company completed a Qualified Offering (as defined in the 2017 New Bridge Warrants), the exercise price of the 2017 New Bridge Warrants would become the lower of (i) $7.50 or (ii) 110% of the per share offering price in the Qualified Offering, but in no event lower than $1.50 per share. As a result of the Series B Preferred Stock issued in the August 2017 Offering, the exercise price of the 2017 New Bridge Warrants was adjusted to$2.75 per share.

At issuance, the 2017 New Bridge Warrants had a fair value of $211,000 and were recorded as a debt discount to the related 2017 New Bridge Notes I, with the corresponding entry to additional paid in capital as the warrants were considered classified as equity in accordance with GAAP. At the time the exercise price was adjusted, due to the down round provision, the Company calculated the fair value of the down round provision on the warrants to be approximately $12,000 and recorded this as deemed dividend.

Side Warrants

In connection with the bridge financing and the assumption of certain obligations by an entity controlled by Mark Rimer (a director of the Company), the Company issued to that entity Side Warrants to purchase an aggregate of 91,429 shares of the Company's common stock at an exercise price of $7.00 per share (subject to adjustment), with a fair value of $487,000 at the date of issuance. The Side Warrants have a term of 5 years and are exercisable as to 22,857 shares of the Company's common stock upon grant and as to 68,572 shares of the Company's common stock upon the entity’s performance of the assumed obligations. All performance obligations have been met and the Company has recorded merger advisory expense of $73,000 and $487,000 related to the Side Warrants during the three and nine months ended September 30, 2017, respectively.

August 2017 Offering Warrants

In connection with the August 2017 Offering, the Company issued 2,680,000 warrants at an exercise price of $3.00, which contains a down round provision. The August 2017 Offering Warrants were exercisable immediately and expire 5 years from date of issuance. The terms of the August 2017 Offering Warrants prohibit a holder from exercising its August 2017 Offering Warrants if doing so would result in such holder (together with its affiliates) beneficially owning more than 4.99% of the Company’s outstanding shares of common stock after giving effect to such exercise, provided that, at the election of a holder and notice to the Company, such beneficial ownership limitation may be increased to 9.99% of the Company’s outstanding shares of common stock after giving effect to such exercise.

Representative Warrants

In accordance with the underwriting agreement for the August 2017 Offering, the underwriter purchased 60,000 warrants, with an exercise price of $3.125, for an aggregate price of $100. The Representative Warrants are exercisable beginning one year after the date of the prospectus for the August 2017 Offering and expiring on a date which is no more than five years from the date of the prospectus for the August 2017 Offering. The fair value of the warrants at date of issuance of approximately $113,000 was treated as a stock issuance cost and recorded as a reduction to additional paid in capital.

Series A Conversion Warrants

The Company issued Series A Conversion Warrants to purchase an aggregate of 856,446 shares of the Company's common stock at an exercise price of $10.00 per share, which have a term of 5 years. At the time of issuance, the Series A Conversion Warrants had a fair value of $1.4 million and, as discussed in the Series A Senior Preferred Stock section above, these were issued and recorded as deemed dividends.

Note Conversion Warrants

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PRECIPIO, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Three and Nine Months Ended September 30, 2017 and 2016

Upon the closing of the August 2017 Offering, $900,000 of the Company’s New Bridge Notes were converted into an aggregate of 359,999 shares of the Company's common stock and 359,999 Note Conversion Warrants. The Note Conversion Warrants have an exercise price of $3.00 per share and a five year term. The exercise price contains a down round provision. The conversion of the Company's New Bridge Notes was treated as an induced conversion and at the date of the conversion the Company recorded an expense of approximately $1.0 million which is included in loss on extinguishment of debt and induced conversion of convertible bridge notes in our unaudited condensed consolidated statements of operations (See Note 6 - Convertible Bridge Notes).

The following represents a summary of the warrants outstanding as of September 30, 2017:



	Issue Year	Expiration	Underlying Shares	Exercise Price
Warrants Assumed in Merger
(1)	2013	January 2018	23,055	$270.00
(2)	2014	April 2020	12,487	$120.00
(3)	2015	February 2020	23,826	$67.20
(4)	2015	December 2020	4,081	$49.80
(5)	2015	January 2021	38,733	$36.30
(6)	2016	January 2021	29,168	$36.30

Warrants
(7)	2017	June 2022	45,600	$2.75
(8)	2017	June 2022	91,429	$7.00
(9)	2017	August 2022	2,680,000	$3.00
(10)	2017	August 2022	60,000	$3.125
(11)	2017	August 2022	856,446	$10.00
(12)	2017	August 2022	359,999	$3.00
			4,224,824


(1)	These warrants were issued in connection with an offering which was completed in January 2013.


(2)	These warrants were issued in connection with a private placement which was completed in October 2014.


(3)	These warrants were issued in connection with an offering which was completed in February 2015.


(4)	These warrants were issued in connection with an offering which was completed in July 2015.


(5)	These warrants were originally issued in connection with an offering in July 2015, and were amended in connection with an offering which was completed in January 2016.


(6)	These warrants were issued in connection with an offering which was completed in January 2016.


(7)	These warrants were issued in connection with the Merger and are the 2017 New Bridge Warrants discussed above.


(8)	These warrants were issued in connection with the Merger and are the Side Warrants discussed above.


(9)	These warrants were issued in connection with the August 2017 Offering and are the August 2017 Offering Warrants discussed above.


(10)	These warrants were issued in connection with the August 2017 Offering and are the Representative Warrants discussed above.


(11)	These warrants were issued in connection with the conversion of our Series A Senior stock, at the time of the closing of the August 2017 Offering, and are the Series A Conversion Warrants discussed above.


(12)	These warrants were issued in connection with the conversion of convertible bridge notes, at the time of the closing of the August 2017 Offering, and are the Note Conversion Warrants discussed above.

Table of Contents

PRECIPIO, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Three and Nine Months Ended September 30, 2017 and 2016

~~Following the conversion of the shares of Series A Preferred Stock and Series B Preferred Stock into common stock, no shares of Series A Preferred Stock or Series B Preferred Stock remain outstanding.~~

~~Preferred Stock Dividends.~~

We had no undeclared dividends for the three months ended March 31, 2017. For the three months ended March 31, 2016, we had undeclared dividends. In accordance with the FASB’s Accounting Standards Codification Topic 260-10-45-11, “~~Earnings per Share”, these dividends were added to the net loss per share calculation.~~

8.11. FAIR VALUE

FASB guidance on fair value measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements for our financial assets and liabilities, as well as for other assets and liabilities that are carried at fair value on a recurring basis in our condensed consolidated financial statements.

FASB guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows:

Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2—Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets; and

Level 3—Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability.

~~Debt.~~

~~Our long term debt book value approximates fair market value due to the variable interest rate it bears.~~

Common Stock Warrant Liabilities.

Certain of our issued and outstanding warrants to purchase shares of common stock do not qualify to be treated as equity and, accordingly, are recorded as a liability.

~~2012~~2016 Warrant Liability

The ~~2012~~Company assumed the 2016 Warrant Liability in the Merger and it represents the fair value of the 3.4 million warrants issued in February 2012 (as adjusted pursuant to the terms of the 2012 Warrants). We are required to record these instruments at fair value at each reporting date and changes are recorded as a non-cash adjustment to earnings. The gains or losses included in earnings are reported in other income (expense) in our condensed consolidated Statement of Operations. Management does not believe that this liability will be settled by a use of cash. The 2012 Warrants expired in February 2017 and, as such, the 2012 Warrant Liability no longer exists at March 31, 2017.

The 2012 Warrant Liability is considered a Level 3 financial instrument and is valued using a Monte Carlo simulation model. This method is well suited to valuing options with non-standard features, such as anti-dilution protection. A Monte Carlo simulation model uses repeated random sampling to simulate significant uncertainty in inputs. Assumptions and inputs used in the valuation of the common stock warrants are broken down into four sections: Static Business Inputs; Static Technical Inputs; Simulated Business Inputs; and Simulated Technical Inputs.

~~During the three months ended~~ ~~March 31, 2017~~ ~~and 2016, the changes in the fair value of the liability measured using significant unobservable inputs (Level 3) were comprised of the following:~~

~~Table of Contents~~

~~TRANSGENOMIC, INC. AND SUBSIDIARY~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~Three Months Ended March 31, 2017 and 2016~~

Dollars in Thousands
For the Three Months Ended
March 31, 2017 March 31, 2016
Beginning balance at January 1 $ —
$ 350
Total (gains) or losses:

Recognized in earnings —
(330 )
Balance at March 31 $ —
$ 20

~~2016 Warrant Liability~~

~~The 2016 Warrant Liability represents the fair value of the 1.8 million~~Transgenomic warrants issued in January 2016, of which, ~~0.8 million~~25,584 warrants remain outstanding as of ~~March 31,~~September 30, 2017. We are required to record these instruments at fair value at each reporting date and changes are recorded as a non-cash adjustment to earnings. The gains or losses included in earnings are reported in other income (expense) in our condensed consolidated Statement of Operations.

The 2016 Warrant Liability is considered a Level 3 financial instrument and is valued using a binomial lattice simulation model. This method is well suited to valuing options with non-standard features. Assumptions and inputs used in the valuation of the common stock warrants ~~include;~~include: our equity value, which was estimated using our stock price of ~~$0.56~~$2.16 as of ~~March 31,~~September 30, 2017; volatility of ~~115%~~137%; and a risk-free interest rate of ~~1.66%~~1.20%.

During the three and nine months ended ~~March 31,~~September 30, 2017, ~~and 2016,~~ the changes in the fair value of the liability measured using significant unobservable inputs (Level 3) were comprised of the following:

Dollars in Thousands
For the Three Months Ended
March 31, 2017 March 31, 2016
Beginning balance at January 1 $ 582
$ —

Additions —
1,437

Total (gains) or losses:
Recognized in earnings 33
9

Balance at March 31 $ 615
$ 1,446

~~9. STOCK OPTIONS~~

~~Stock Options.~~

~~The following table summarizes stock option activity under our 2006 Equity Incentive Plan (the "Plan") during the~~ ~~three~~ ~~months ended~~ ~~March 31, 2017~~:

Number of
Options

Weighted-Average
Exercise Price
Outstanding at January 1, 2017 738,026
$ 3.59
Granted —
—
Forfeited (62,739 ) 2.12
Outstanding at March 31, 2017 675,287
$ 3.73
Exercisable at March 31, 2017 547,957
$ 4.25



Dollars in Thousands
	For the Three Months Ended
	September 30, 2017
Beginning balance at July 1	$	618
Additions - liability assumed in the Merger	—
Total (gains) or losses:
Recognized in earnings	—
Balance at September 30	$	618

2130

Table of Contents

~~TRANSGENOMIC,~~PRECIPIO, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Three and Nine Months Ended ~~March 31,~~September 30, 2017 and 2016



Dollars in Thousands
	For the Nine Months Ended
	September 30, 2017
Beginning balance at January 1	$	—
Additions - liability assumed in the Merger	615
Total (gains) or losses:
Recognized in earnings	3
Balance at September 30	$	618

12. STOCK OPTIONS

Stock Options.

~~During~~The Company's 2006 Equity Incentive Plan (the "2006 Plan") was terminated as to future awards on July 12, 2016. The Company's 2017 Stock Option and Incentive Plan (the "2017 Plan") was adopted by the Company's stockholders on June 5, 2017 and will expire on June 5, 2027. The following table summarizes stock option activity under our plans during the ~~three~~nine months ended ~~March 31,~~September 30, 2017~~, we did not grant any options to purchase shares of our common stock. Options to purchase an aggregate of~~ ~~14,000~~ ~~shares of our common stock were granted during the~~ ~~three~~ ~~months ended~~ ~~March 31, 2016~~.:



	Number of Options		Weighted-Average Exercise Price
Outstanding at January 1, 2017	24,600		$	107.83
Granted	225,332		1.87
Forfeited	(13,044	)	103.13
Outstanding at September 30, 2017	236,888		$	7.30
Exercisable at September 30, 2017	10,284		$	121.97

As of ~~March 31,~~September 30, 2017, there were ~~661,914~~236,590 options that were vested or expected to vest with an aggregate intrinsic value of ~~zero~~approximately one hundred thousand with a remaining weighted average contractual life of ~~7.2~~9.9 years. The weighted-average grant date fair values, based on the Black-Scholes option model, of options granted during the nine months ended September 30, 2017 was $1.63.

During the three and nine months ended both September 30, 2017 and 2016, we recorded compensation expense for all stock awards of less than $0.1 million within operating expense. As of September 30, 2017, the unrecognized compensation expense related to unvested stock awards was $0.4 million, which is expected to be recognized over a weighted-average period of 3.8 years.

Stock Appreciation Rights (“SARs”)

As of ~~March 31,~~September 30, 2017, ~~83,333 outstanding and exercisable~~zero SARs shares were ~~vested or expected to vest. All outstanding~~outstanding. During the nine months ended September 30, 2017, the SARs liability decreased approximately $1,000 and at September 30, 2017, no liability was recorded in accrued expenses since there were issued solely to our chief executive officer. The weighted-average exercise price of these SARs was $4.32 per share and the aggregate intrinsic value was zero with a remaining weighted average contractual life of 6.5 years.no shares outstanding.

~~10.~~13. SUBSEQUENT EVENTS

Debt Settlement Agreements

On ~~April 13,~~October 31, 2017, ~~Transgenomic completed~~ the ~~sale~~Company entered into a Debt Settlement Agreement (the “Settlement Agreement”) with certain of ~~an aggregate of $1.15 million of promissory notes~~its accounts payable vendors (the ~~“Bridge Notes”~~“Creditors”) ~~in a bridge financing~~ pursuant to which the Creditors agreed to a ~~securities purchase agreement (the “Purchase Agreement”). Transgenomic may receive additional investments~~reduction of upapproximately $5.0 million in currently due vendor liabilities. The Company and the Creditors agreed to ~~$100,000~~restructure these liabilities into approximately $2.5 million in ~~connection~~secured, long-term vendor obligations with the bridge financing. The financing is intended to help facilitate the completion of Transgenomic’s merger with Precipio, which is expected to close during the second quarter of 2017. Transgenomic received net proceeds of $1,031,000 from the sale of the Bridge Notes.

~~The Bridge Notes have an annual interest rate of 4%~~payments beginning in July 2018 and ~~a 90-day maturity. Transgenomic may repay the Bridge Notes at any time in cash upon payment of a 20% premium.~~continuing over 48 months. In connection with the ~~issuance~~settlement, the Company agreed to issue to certain of the ~~Bridge Notes, Transgenomic issued~~Creditors warrants (the ~~“Bridge~~“Creditor Warrants”) to ~~acquire 1.15 million~~purchase approximately 86,000 shares of ~~Transgenomic~~the Company’s common stock at an exercise price of ~~$0.50~~$7.50 per share.

Table of Contents

PRECIPIO, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Three and Nine Months Ended September 30, 2017 and 2016

The Company also entered into a Security Agreement (the “Security Agreement”), dated October 31, 2017, with a collateral agent for the Creditors, pursuant to which the Company granted to the collateral agent, for the benefit of the Creditors, a security interest in certain property of the Company to secure its obligations under the Settlement Agreement.

The Creditor Warrants have a per share ~~subject to anti-dilution protection. The Purchase~~exercise price of $7.50, are exercisable on the date of issuance and will expire five years from the date of issuance.

Issuance of preferred stock and warrants

On November 2, 2017, the Company entered into a Placement Agency Agreement ~~provides certain piggyback registration rights~~(the “Placement Agreement”) with Aegis Capital Corp. for the ~~holders~~sale on a reasonable best efforts basis of 2,748 units, each consisting of one share of the ~~Bridge Warrants for~~Company’s Series C Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), convertible into a ~~period~~number of ~~six months after the closing~~shares of the ~~bridge financing.~~Company’s common stock equal to $1,000 divided by $1.40 and warrants to purchase up to 1,962,857 shares of common stock with an exercise price of $1.63 per share (the “Warrants”) at a combined offering price of $1,000 per unit, in a registered direct offering (the “Series C Preferred Offering”). The Series C Preferred Stock includes a beneficial ownership blocker but has no dividend rights (except to the extent dividends are also paid on the common stock). The securities comprising the units are immediately separable and were issued separately.

~~As part of~~The gross proceeds to the ~~bridge financing, Transgenomic agreed to loan 50% of the net proceeds~~Company from the sale of the ~~Bridge Notes to Precipio pursuant to a promissory note (the “Precipio Note”) with an original principal amount of up to $561,500 upon substantially~~Series C Preferred Stock and Warrants, before deducting the ~~same terms and conditions as the Bridge Notes. The payment of the Precipio Note is subordinated to the payment by Precipio of its secured $500,000 bank debt pursuant to a subordination agreement.~~

~~Aegis Capital Corp. acted as placement agent for the bridge financing and received a~~ placement agent fee and other estimated offering expenses payable by the Company and assuming no exercise of ~~$84,000~~the Warrants, were $2,748,000. The Company expects to use the net proceeds of the offering for general corporate purposes, including, but not limited to, growth of the Company’s sales force and business development team, progression of the Company’s product development and working capital. The offering closed on November 9, 2017.

The Series C Preferred Offering required the Company to adjust downward the exercise and conversion prices of various warrants ~~(the “Aegis Warrants”) to acquire 168,000 shares~~and Series B Preferred Stock that were outstanding at the time of ~~Transgenomic common stock at an exercise price~~the closing of ~~$0.50 per share. The Aegis Warrants are identical~~the Series C Preferred Offering due to the ~~Bridge Warrants except that~~down round provisions contained in certain of the ~~Aegis Warrants do not have anti-dilution protection.~~Company's warrants and Series B Preferred Stock.


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Information

This Quarterly Report on Form 10-Q, including this Management’s Discussion and Analysis, contains forward-looking statements. These statements are based on management’s current views, assumptions or beliefs of future events and financial performance and are subject to uncertainty and changes in circumstances. Readers of this report should understand that these statements are not guarantees of performance or results. Many factors could affect our actual financial results and cause them to vary materially from the expectations contained in the forward-looking statements. These factors include, among other things: our expected revenue, income (loss), receivables, operating expenses, supplier pricing, availability and prices of raw materials, insurance reimbursements, product pricing, sources of funding operations and acquisitions, our ability to raise funds, sufficiency of available liquidity, future interest costs, future economic circumstances, business strategy, industry conditions, our ability to execute our operating plans, the success of our cost savings initiatives, competitive environment and related market conditions, expected financial and other benefits from our organizational restructuring activities, actions of governments and regulatory factors affecting our business, retaining key employees and other risks as described in our reports filed with the Securities and Exchange Commission. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” or the negative versions of these terms and other similar expressions.

You are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements we make are not guarantees of future performance and are subject to various assumptions, risks and other factors that could cause

actual results to differ materially from those suggested by these forward-looking statements. Actual results may differ materially from those suggested by the forward-looking statements that we make for a number of reasons, including those described in Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, which we filed with the Securities and Exchange Commission on April 13, 2017.10-Q.

We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The following discussion should be read together with our financial statements and related notes contained in this Quarterly Report on Form 10-Q and with the audited financial statements ~~related~~and notes ~~and Management’s Discussion and Analysis included in our Annual Report on Form 10-K~~thereto of Precipio Diagnostics for the ~~fiscal~~ year ended December 31, 2016~~, which we~~ contained in our current report on Form 8-K/A, filed with the Securities and Exchange Commission (the

“SEC”) on ~~April 13,~~July 31, 2017. Results for the three and nine months ended ~~March 31,~~September 30, 2017 are not necessarily indicative of results that may be attained in the future.

Merger

On June 29, 2017, or the Closing Date, the Company (then known as Transgenomic, Inc., or Transgenomic), completed a reverse merger, or the Merger, with Precipio Diagnostics, LLC, a privately held Delaware limited liability company, or Precipio Diagnostics, in accordance with the terms of the Agreement and Plan of Merger, or the Merger Agreement, dated October 12, 2016, as amended on February 2, 2017 and June 29, 2017, by and among Transgenomic, Precipio Diagnostics and New Haven Labs Inc., or Merger Sub, a wholly-owned subsidiary of Transgenomic. Pursuant to the Merger Agreement, Merger Sub merged with and into Precipio Diagnostics, with Precipio Diagnostics surviving the Merger as a wholly-owned subsidiary of the merged company. In connection with the Merger, the Company changed its name from Transgenomic, Inc. to Precipio, Inc. and effected a 1-for-30 reverse stock split of its common stock. Upon the consummation of the Merger, the historical financial statements of Precipio Diagnostics become the Company's historical financial statements. Accordingly, the historical financial statements of Precipio Diagnostics are included in the comparative prior periods.

Overview

~~Transgenomic,~~Precipio, Inc., and Subsidiary, (“we”, “us”, “our”, the “Company” or ~~“Transgenomic”~~“Precipio”) is a ~~biotechnology~~cancer diagnostics company ~~advancing personalized medicine for~~providing diagnostic products and services to the ~~detection~~oncology market. We have built and ~~treatment~~continue to develop a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. We operate a cancer diagnostic laboratory located in New Haven, Connecticut and have partnered with the Yale School of Medicine to capture the expertise, experience and technologies developed within academia so that we can provide a better standard of cancer diagnostics and ~~integrated diseases through~~solve the growing problem of cancer misdiagnosis. We also operate a research and development facility in Omaha, Nebraska which will focus on further development of ICE-COLD-PCR, or ICP, the patented technology which was exclusively licensed by us from Dana-Farber Cancer Institute, Inc., or Dana-Farber, at Harvard University. The research and development center will focus on the development of this technology, which we believe will enable us to commercialize other technologies developed by our ~~proprietary molecular technologies~~current and ~~clinical~~future academic partners. Our platform connects patients, physicians and ~~research services. A key goal is to bring our Multiplexed ICE COLD-PCR (“MX-ICP”) product to~~diagnostic experts residing within academic institutions. Launched in 2017, the ~~clinical market through strategic partnerships and licensing agreements, enabling~~platform facilitates the ~~use of blood and other bodily fluids for more effective and patient-friendly diagnosis, monitoring and treatment of cancer.~~following relationships:

ICP was developed at Harvard and is licensed exclusively by us from Dana-Farber. The technology ~~proprietary to Transgenomic. It is a reagent that improves~~enables the ability to detect genetic mutations by 100 - 400 fold over existing technologies. This technology has been validated internally on all currently available sequencing platforms, including Sanger, Next Gen Sequencing and Digital PCR. By enhancing the level of detection of genetic mutations in liquid biopsies, such as blood samples. The field of liquid biopsies is a rapidly growing market, aimed at solving the challenge of obtaining genetic information on disease progression and ~~suppressing~~changes from sources other than a tumor biopsy.

Surgical access: various tumor sites are not always accessible (e.g. brain tumors), in which cases no biopsy is available for diagnosis.

Risk: patient health may not permit undergoing an invasive surgery; therefore a biopsy cannot be obtained at all.

Time: the process of scheduling and coordinating a surgical procedure often takes time, delaying the start of patient treatment.

Second, there are several tumor-related limitations that provide a challenge to obtaining such genetic information from a tumor:

ICP is an enrichment technology that enables the laboratory to focus its analysis on the tumor DNA ~~several benefits are provided. It~~by enriching, and thereby “multiplying” the presence of, tumor DNA, while maintaining the normal DNA at its same level. Once the enrichment process has been completed, the laboratory genetic testing equipment is ~~generally understood~~able to identify genetic abnormalities presented in the ctDNA, and an analysis can be conducted at a higher level of sensitivity, to enable the detection of such genetic abnormalities. The technology is encapsulated into a chemical that ~~most current technologies are unable to consistently identify mutations that occur~~is provided in ~~less than approximately 5%~~the form of a ~~sample. However, many mutations found at much lower levels, even as low as 0.01%, are known~~kit and sold to ~~be clinically relevant and can have significant consequences~~other laboratories who wish to ~~a patient: both in terms of how they will respond~~conduct these tests in-house. The chemical within the kit is added to ~~a given drug or treatment and how a given tumor is likely to change over time. More importantly, in our view, is~~ the ~~ability to significantly improve~~specimen preparation process, enriching the level of detection while using blood, saliva and even urine as a source for DNA, rather than depending on painful, expensive and potentially dangerous tumor biopsies. We believe that this is an important advancement in patient care with respect to cancer detection, treatment and monitoring and can result in significant cost savingssample for the ~~healthcare system by replacing invasive procedures with~~tumor DNA so that the simple collection of blood or other bodily fluids. By broadening the types of samples that can be used for testing and allowing all sequencing platforms to provide improved identification of low level mutations, MX-ICP has the potential to make testing more readily available and more patient friendly, enableanalysis will detect those genetic ~~monitoring of disease progression, effectively guide treatment protocols, and reduce the overall cost of diagnosis and monitoring while significantly improving patient outcomes.~~

Our laboratory in Omaha, Nebraska is focused on providing genetic analytical services related to oncology and pharmacogenomics research services supporting Phase II and Phase III clinical trials conducted by pharmaceutical and biotechnology companies. Our laboratory employs a variety of genomic testing service technologies, including our proprietary MX-ICP technology. ICE COLD-PCR is a proprietary ultra-high sensitivity platform technology with breakthrough potential to enable wide adoption of personalized, precision medicine in cancer and other diseases. It can be run in any laboratory that contains standard PCR systems. MX-ICP enables detection of multiple known and unknown mutations from virtually any sample type, including tissue biopsies, blood, urine, saliva, cell-free DNA (“cfDNA”) and circulating tumor cells (“CTCs”) at levels greater than 1,000-fold higher than standard DNA sequencing techniques. It is easy to implement and use within existing workflows. Our laboratory in Omaha is certified under the Clinical Laboratory Improvement Amendments (“CLIA”) as a high complexity laboratory and is accredited by the College of American Pathologists.abnormalities.

The following discussion should be read together with our financial statements and related notes contained in this Quarterly Report. Results for the three and nine months ended ~~March 31,~~September 30, 2017 are not necessarily indicative of results that may be attained in the future.

~~First~~Third Quarter 2017 Overview and Recent Highlights

~~Below is~~During the third quarter of 2017, laboratory operations for Clinical Laboratory Improvement Amendments regulated commercial diagnostic testing were relocated and consolidated from the Omaha, Nebraska facility to New Haven, Connecticut. The initiative has enabled the Company to leverage its laboratory assets to accelerate commercialization of research and development products. The Company continued to work to integrate the finance organizations providing financial, billing, AP and accounting functions.

From a ~~summary~~corporate governance perspective, we enhanced our board of directors by electing three experienced industry individuals. In addition, we also formulated our scientific advisory board, to create a strong scientific backbone to support the management team, and ensure that we continue product development. We continue to build on our long standing relationships with Yale Medicine, Harvard, and Dana Farber. Collaboration with academia and biopharma remains an integral component of our ~~most recent business activities:~~strategy to access advanced genetic technology and diagnostic testing in the cancer marketplace for future growth.

During the three months ending September 30, 2017, we focused on expanding our product offering and market awareness for ICP-PCR. These efforts will continue through 2017 and beyond. In addition, significant resource was directed on communicating the broad technical synergies and product development capabilities created through the Merger. We signed our first multi-national distribution agreement with Clearbridge Health, a Singaporean-based healthcare company that will be providing Precipio’s services in numerous countries throughout Asia.

~~Leading Clinical Laboratory Services Provider LifeLabs Selects ICE COLD-PCR (ICP) as Its Mutation Enrichment Platform - In January~~We have continued efforts to restructure our pre-merger debt obligations to manage expenses and cash flow obligations. On October 31, 2017, we ~~announced~~entered into a ~~licensing agreement~~Debt Settlement Agreement, or the Settlement Agreement, with ~~leading Canadian laboratory services provider LifeLabs,~~certain of our accounts payable vendors, or the Creditors, pursuant to which ~~has selected~~the Creditors agreed to a reduction of approximately $5.0 million in currently due

vendor liabilities. We and the Creditors agreed to restructure these liabilities into approximately $2.5 million in secured, long-term vendor obligations with payments beginning in July 2018 and continuing over 48 months. In connection with the settlement, we agreed to issue to certain of the Creditors warrants to purchase approximately 86,000 shares of our ~~ICP technology as its mutation enrichment platform~~common stock at an exercise price of $7.50 per share.

We also entered into a Security Agreement, dated October 31, 2017, with a collateral agent for ~~cancer testing. LifeLabs intends~~the Creditors, pursuant to ~~use ICP with tissue samples and is receiving a three-year non-exclusive license~~which we granted to the ~~ICP technology~~collateral agent, for the benefit of the Creditors, a security interest in ~~Canada. The three-year renewable agreement also allows LifeLabs~~certain of our property to ~~benefit from technology improvements and additional product launches during its term.~~secure our obligations under the Settlement Agreement.

Uncertainties

We have historically operated at a loss and have not consistently generated sufficient cash from operating activities to cover our operating and other cash expenses. We have been able to historically finance our operating losses through borrowings or from the issuance of additional equity. At ~~March 31,~~September 30, 2017, we had cash and cash equivalents of ~~less than $0.1~~approximately $0.4 million. Our ability to continue as a going concern is dependent upon a combination of ~~completing our planned merger with Precipio,~~ generating additional revenue ~~improving cash collections, potentially selling underutilized assets and/or product lines related to discontinued operations~~ and ~~if needed,~~ raising necessary financing to meet our obligations and pay our liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to continue as a going concern.

Results of ~~Continuing~~ Operations for ~~The~~the Three Months Ended ~~March 31,~~September 30, 2017 and 2016

Net Sales. Net sales were as follows:

Dollars in Thousands
Three Months Ended
March 31, Change
2017 2016 $ %
Total Net Sales $ 658
$ 236
$ 422
179 %



	Dollars in Thousands
	Three Months Ended
	September 30,				Change
	2017		2016		$			%
Total Net Sales	$	270	$	365	$	(95	)	(26	)%

Net sales ~~increased~~decreased by ~~$0.4~~$0.1 million, or ~~179%~~26%, during the three months ended ~~March 31,~~September 30, 2017 as compared to the same period in 2016. The ~~increase in total net sales for the current year period reflects higher sales of our contract laboratory services~~decrease is entirely due to the decrease in cases processed during the three months ended September 30, 2017 as compared to the same period in 2016. We processed 207 cases during the three months ended September 30, 2017 as compared to 269 cases during the same period in 2016, or a ~~new contract that did not exist~~23% decrease in cases. The decrease in volume is the ~~prior year period.~~result of turnover of key sales personnel.

Cost of ~~Goods Sold.~~Diagnostic Services. Cost of ~~goods sold~~diagnostic services includes material and supply costs for the ~~products that we sell~~patient tests performed and other direct costs (primarily personnel costs ~~rent, supplies~~ and ~~depreciation)~~rent) associated with the operations of our ~~laboratories.~~laboratory. Cost of diagnostic services increased by $0.1 million, or 46%, for the three months ended September 30, 2017 as compared to the same period in 2016. The increase is due to increased professional fees involved with the processing of patient tests in the three months ended September 30, 2017.

Gross Profit. Gross profit and gross margins were as follows:

Dollars in Thousands
Three Months Ended
March 31, Margin %
2017 2016 2017 2016
Gross Profit (Loss) $ 199
$ (269 ) 30 % (114 )%



	Dollars in Thousands
	Three Months Ended
	September 30,					Margin %
	2017			2016		2017		2016
Gross (Loss) Profit	$	(77	)	$	134	(29	)%	35	%

Gross ~~profit~~loss was ~~$0.2 million, or~~ ~~30%~~a negative (29)% of total net sales, during the ~~first~~third quarter of 2017, compared to ~~negative $0.3 million, or~~ ~~(114)%~~35% of total net sales during the same quarter ofin 2016. The ~~increased~~ gross profit decreased by $0.2 million during the three months ended ~~March 31,~~September 30, 2017 as compared to the same period ofin 2016 is due to ~~increased~~the decreased revenues ~~along with a slight decrease in cost of goods sold which resulted from lower personnel costs.~~discussed above and associated fixed costs to operate our laboratories.

~~Selling, General and Administrative~~Operating Expenses. ~~Selling, general and administrative~~Operating expenses primarily consist of personnel costs, ~~marketing,~~professional fees, travel costs, ~~professional fees,~~ facility costs and ~~bad debt provisions.~~depreciation. Our ~~selling, general and administrative costs decreased~~operating expenses increased by ~~$0.1~~$3.1 million to $~~1.6~~$3.6 million ~~during the three month period ended~~ ~~March 31, 2017~~ ~~as compared to the same period in~~ ~~2016~~. This decrease was due to lower personnel costs, lower professional fees and lower stock compensation costs in the first quarter of 2017 as compared to the first quarter of 2016. These decreases were partially offset by increased costs related to our pending merger and an increase of approximately $0.4 million related to charges incurred as part of a settlement agreement for the early termination of our facility lease for our Omaha, Nebraska facility.

~~Research and Development Expenses.~~ Research and development expenses primarily include personnel costs, intellectual property fees, patent costs, outside services, laboratory supplies and facility costs and are expensed in the period in which they are incurred. For the three months ended ~~March 31, 2017, research and development expenses totaled~~ ~~$0.1 million~~ ~~as compared to $0.3 million for the three months ended March 31, 2016. The decrease was a result of lower personnel costs and lower laboratory~~

~~supply costs~~ during the three months ended ~~March 31,~~September 30, 2017 as compared to the same period in 2016. ~~Research~~The increase in operating expenses reflects the increase in professional fees attributed to legal expenses related to the Merger and ~~development~~increased compensation and other costs associated with restructuring the organization resulting from the Merger. Additional increases in our general and administrative expenses ~~totaled~~ resulted from increased amortization~~20%~~

related to acquired intangibles from the Merger and ~~114% of net sales~~expenses related to operating as a public company. The increase during the three months ended ~~March 31,~~September 30, 2017 ~~and~~ ~~2016, respectively.~~ also included a $1.0 million impairment of goodwill charge resulting from interim impairment testing of goodwill during the current quarter. The interim impairment testing was triggered by the significant reduction in our market capitalization during the three months ended September 30, 2017.

Other Income (Expense). Other expense for the three months ended ~~March 31,~~September 30, 2017 and 2016 includes interest expense of approximately ~~$0.2 million~~ ~~for interest related to our debt. We also recorded expense of less than $0.1~~$1.9 million and ~~income~~$0.2 million, respectively. The increase in interest expense is due to $1.8 million of ~~$0.3 million~~debt discounts and debt issuance costs that were amortized to interest expense during the third quarter of 2017 as a result of the payment and conversion of all of our convertible bridge notes during the quarter.

Also included in other expense for the three months ended ~~March 31,~~September 30, 2017 was $0.1 million of advisory fees related to the Merger.

Lastly, other expense included $1.3 million in losses on extinguishment of debt and induced conversion of convertible bridge notes related to the conversion and payment of our convertible bridge notes during the current quarter.

During the three months ended September 30, 2017, other income included $0.6 million in gains on settlements of certain vendor liabilities.

Results of Operations for the Nine Months Ended September 30, 2017 and 2016 ~~respectively,~~

Net Sales. Net sales were as follows:



	Dollars in Thousands
	Nine Months Ended
	September 30,				Change
	2017		2016		$			%
Total Net Sales	$	778	$	1,407	$	(629	)	(45	)%

Net sales decreased by $0.6 million, or 45%, for the ~~revaluation~~nine months ended September 30, 2017 as compared to the same period in 2016. The decrease is entirely due to the decrease in cases processed during the nine months ended September 30, 2017 as compared to the same period in 2016. We processed 636 cases during the nine months ended September 30, 2017 as compared to 996 cases during the same period in 2016, or a 36% decrease in cases. The decrease in volume is the result of ~~common stock warrants, which~~turnover of key sales personnel.

Cost of Diagnostic Services. Cost of diagnostic services includes material and supply costs for the patient tests performed and other direct costs (primarily personnel costs and rent) associated with the operations of our laboratory. Cost of diagnostic services increased by $0.1 million for the nine months ended September 30, 2017 as compared to the same period in 2016. The increase is due to increased expenses to restructure and relocate the laboratory operations as a result of the Merger in 2017 and increased professional fees involved with the processing of patient tests during the nine months ended September 30, 2017.

Gross Profit. Gross profit and gross margins were as follows:



	Dollars in Thousands
	Nine Months Ended
	September 30,					Margin %
	2017			2016		2017		2016
Gross (Loss) Profit	$	(35	)	$	697	(5	)%	49	%

Gross profit was a negative (5)% of total net sales, for the nine months ended September 30, 2017, compared to 49% of total net sales for the same period in 2016. The gross profit decreased by $0.7 million during the nine months ended September 30, 2017 as compared to the same period in 2016 and was due to the ~~change~~decreased revenues discussed above.

Operating Expenses. Operating expenses primarily consist of personnel costs, professional fees, travel costs, facility costs and depreciation. Our operating expenses increased by $3.4 million to $5.0 million for the nine months ended September 30, 2017 as compared to the same period in ~~fair value of~~2016. The increase in operating expenses reflects the ~~common stock warrant liability. The income~~increase in professional fees attributed to legal expenses related to the Merger and ~~expense~~increased compensation and other costs associated with the ~~change~~increased headcount and additional facility resulting from the Merger. Additional increases in ~~fair value~~our general and administrative expenses resulted from increased amortization related to acquired intangibles from the Merger and expenses related to operating as a public company. The increase during the nine months ended September 30, 2017 also included a $1.0 million impairment of ~~the warrants is a non-cash item.~~goodwill charge

~~Discontinued Operations~~

resulting from interim impairment testing of goodwill during the third quarter. The interim impairment testing was triggered by the significant reduction in our market capitalization during the three months ended September 30, 2017.

Other Income (Expense). Other expense for ~~The Three Months Ended March 31~~the nine months ended September 30, 2017 and 2016 includes interest expense of approximately $2.3 million and $0.4 million, respectively. The increase in interest expense in the current year is due to $1.9 million of debt discounts and debt issuance costs that were amortized to interest expense during 2017 related to our convertible bridge notes which were paid or converted to common stock during the third quarter.

~~In March 2016, we halted testing services~~Also included in our Patient Testing laboratory in New Haven, Connecticut. As a result of this action, as of December 31, 2015, our Patient Testing business met the criteria to be reported as discontinued operations. The related assets, liabilities, results of operations and cash flowsother expense for the ~~Patient Testing business are classified as assets held for sale, liabilities held for sale~~nine months ended September 30, 2017 was $2.7 million of advisory fees related to the Merger.

Lastly, other expense included $1.4 million in losses on extinguishment of debt and ~~discontinued operations for all periods presented.~~induced conversion of convertible bridge notes primarily related to the conversion and payment of our convertible bridge notes during the current quarter.

~~Revenues and net loss~~During the nine months ended September 30, 2017, other income included $0.6 million in gains on settlements of ~~the discontinued operations consisted of the following:~~

Three months ended March 31,
(Dollars in thousands) 2016 2016
Net sales $ 68
$ 1,103
Net income (loss) from discontinued operations, before tax $ 73
$ (1,173 )
Income tax expense —
—
Income (loss) from discontinued operations, net of tax $ 73
$ (1,173 )
certain vendor liabilities.

Liquidity and Capital Resources

To meet our current and future obligations we have taken the following steps to capitalize the business and successfully achieve our business plan:

On October 31, 2017, we entered into a Debt Settlement Agreement, or the Settlement Agreement, with certain of our accounts payable vendors, or the Creditors, pursuant to which the Creditors agreed to a reduction of approximately $5.0 million in currently due vendor liabilities. We and the Creditors agreed to restructure these liabilities into approximately $2.5 million in secured, long-term vendor obligations with payments beginning in July 2018 and continuing over 48 months.

On November 7, 2017, we completed our capital raise initiative issuing $2.8 million in units consisting of Series C Preferred shares and warrants to purchase shares of our common stock.

Our working capital positions at ~~March 31,~~September 30, 2017 and December 31, 2016 were as follows:


	Dollars in Thousands									Dollars in Thousands
	March 31, 2017			December 31, 2016			Change			September 30, 2017			December 31, 2016			Change
Current assets (including cash and cash equivalents of $59 and $110, respectively)	$	567		$	495		$	72
Current assets (including cash and cash equivalents of $381 and $51, respectively)										$	1,112		$	552		$	560
Current liabilities	21,129			19,824			1,305			13,735			3,012			10,723
Working capital	$	(20,562	)	$	(19,329	)	$	(1,233	)	$	(12,623	)	$	(2,460	)	$	(10,163	)

We completed the Merger on June 29, 2017 and in connection with the Merger we raised approximately $1.2 million in gross proceeds and during the third quarter we completed an underwritten public offering with net proceeds of approximately $5.0 million. These proceeds were used to fund our operating expenses and for payments on our debt and other liabilities. At ~~March 31,~~September 30, 2017, we had cash on hand of ~~less than $0.1~~$0.4 million. ~~Our ability~~To execute our strategic plan, on November 9, 2017 we raised additional funds from the sale of our Series C Preferred Stock and warrants to ~~continue as~~purchase our common stock. Net proceeds from this offering were approximately $2.4 million. Also, on October 31, 2017, we entered into the Settlement Agreement with the Creditors pursuant to which the Creditors agreed to a ~~going concern is dependent upon a combination~~reduction of ~~completing our planned merger~~approximately $5.0 million in currently due vendor liabilities. We and the Creditors agreed to restructure these liabilities into approximately $2.5 million in secured, long-term vendor obligations with ~~Precipio, generating additional revenue, improving cash collections, potentially selling underutilized assets and/or product lines related to discontinued operations~~payments beginning in July 2018 and if needed, raising necessary financing to meet our obligations and pay our liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time and raisescontinuing over 48 months.

Notwithstanding the aforementioned circumstances, there remains substantial doubt ~~that we will be able~~about our ability to continue as a going concern. There iscan be no assurance that we will ~~complete the merger~~be able to successfully achieve our initiatives summarized above in a timely manner or at all. The merger agreement is subject to many closing conditions and termination rights. We also cannot be certain that additional financing, if needed, will be available on acceptable terms, or at all, and our failure to raise capital when needed could limit our abilityorder to continue ~~our operations.~~as a going concern. The accompanying financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments that might result should we be unable to continue as a going concern as a result of the outcome of this uncertainty.

Analysis of Cash Flows - ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2017 and 2016

Net Change in Cash and Cash Equivalents. Cash and cash equivalents ~~decreased~~increased by ~~less than $0.1~~$0.3 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2017, compared to ana decrease of $0.2 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2016. These amounts include cash provided by discontinued operations of $0.1 million and cash used in discontinued operations of $0.6 million, for the three months ended March 31, 2017 and 2016, respectively.

~~Cash Flows From Continuing Operations~~

Cash Flows Used in Operating Activities. The cash flows used in operating activities of ~~$0.1~~$4.5 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2017 included a net loss of ~~$1.8~~$10.7 million, ~~and~~ a decrease in accrued expenses and other liabilities of ~~$0.6~~$1.1 million and an increase in accounts receivable of $0.1 million. These were partially offset by an increase in accounts payable of ~~$2.0~~$0.5 million and non-cash adjustments of ~~$0.4~~$5.9 million. The cash flows used in operating activities in the first ~~three~~nine months of 2016 included the net loss of ~~$2.1~~$1.3 million and ~~a decrease~~an increase in ~~accrued expenses and other liabilities~~accounts receivable of ~~$0.5~~$0.3 million. These were partially offset by an increase in accounts ~~receivable~~payable, accrued expenses and other liabilities of ~~$1.2~~$0.5 million and non-cash adjustments of $0.5 million.

Cash Flows ~~Used in~~Provided by Investing Activities. Cash flows ~~used in~~provided by investing activities were $0.1 million and zero for ~~continuing operations were zero~~the nine months ended September 30, 2017 and ~~less than~~2016, respectively. The $0.1 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2017 ~~and 2016, respectively.~~was cash acquired as part of the merger transaction.

Cash Flows Provided by Financing Activities. ~~There were no cash~~Cash flows provided by financing activities totaled $4.7 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2017, ~~other than~~which included proceeds of $0.3 million from the issuance of senior notes, $1.4 million from the issuance of convertible notes and $5.4 million from the issuance of preferred stock. These proceeds were partially offset by payments on our long-term debt of $0.8 million, payments on our convertible bridge notes of $1.5 million, and payments of capital lease ~~payments~~obligations and deferred financing costs of ~~less than~~ $0.1 million. Cash flows provided by financing activities during the ~~three~~nine months ended ~~March 31,~~September 30, 2016 ~~totaled $1.7 million which~~ included ~~net~~ proceeds of ~~approximately $1.8~~$0.6 million from ~~our Unit~~the issuance of convertible notes and ~~$0.5 million from borrowing on our debt. These proceeds were~~other debt partially offset by $0.1 million of payments on our debt, ~~of approximately $0.6 million~~capital lease obligations and for deferred financing costs.

Off-Balance Sheet Arrangements

At each of ~~March 31,~~September 30, 2017 and December 31, 2016, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations and Commitments

~~There~~

We have ~~been no material changes~~entered into certain operating leases and purchase commitments as part of our normal course of business. See the accompanying unaudited condensed consolidated financial statements and Note 8 - “Contingencies” in the Notes to unaudited condensed consolidated financial statements for additional information regarding our contractual obligations ~~outside the normal course of business as compared to those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities~~ and ~~Exchange Commission on April 13, 2017 except for the following.~~

•Our debt decreased by $0.4 million resulting from the conversion of convertible promissory notes into shares of our common stock in January 2017. See Note 4 - Debt to our accompanying condensed consolidated financial statements.

•Our operating lease obligations decreased from approximately $1.3 million to approximately $0.6 million as the result of a settlement agreement we entered into on April 7, 2017 related to the early termination of our lease for our Omaha, Nebraska facility.commitments

Critical Accounting Policies and Estimates

Accounting policies used in the preparation of our ~~consolidated~~ financial statements may involve the use of management judgments and estimates. Certain of our accounting policies are considered critical as they are both important to the portrayal of our financial statements and require significant or complex judgments on the part of management. Our judgments and estimates are based on experience and assumptions that we believe are reasonable under the circumstances. Further, we evaluate our judgments and estimates from time to time as circumstances change. Actual financial results based on judgments or estimates may vary under different assumptions or circumstances. ~~Our~~For additional information regarding our critical accounting policies ~~are discussed~~and estimates, see the accompanying unaudited condensed consolidated financial statements and Note 2 - “Summary of Significant Accounting Policies” in the Notes to unaudited condensed consolidated Financial Statements and Note 1 of the audited financial statements and notes thereto of Precipio Diagnostics for the year ended December 31, 2016 contained in our ~~Annual Report~~current report on Form ~~10-K for the fiscal year ended~~ ~~December 31, 2016~~,8-K/A, filed with the Securities and Exchange Commission (the “SEC”) on ~~April 13,~~July 31, 2017.

Recently Issued Accounting Pronouncements

~~Please refer to our Annual Report on Form 10-K for~~

See the ~~fiscal year ended~~ ~~December 31, 2016, filed with the Securities~~accompanying unaudited condensed consolidated financial statements and ~~Exchange Commission on April 13, 2017. There have been no changes to those accounting pronouncements listed except as noted in~~ Note 2 - “Summary of Significant Accounting ~~Policies-Recent Accounting Pronouncements”~~Policies” in the Notes to ~~Unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.~~unaudited condensed financial statements for additional information regarding recently issued accounting pronouncements.

Impact of Inflation

We do not believe that price inflation or deflation had a material adverse effect on our financial condition or results of operations during the periods presented.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item.


Item 4.	Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

~~Management performed,~~

Our management, with the participation of our Chief Executive Officer and ~~Interim~~ Chief Financial Officer, ~~an evaluation of~~evaluated the effectiveness of our disclosure controls and procedures as ~~defined in Rules 13a-15(e)~~of September 30, 2017. Our management recognizes that neither our disclosure controls and ~~15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).~~procedures nor our internal controls over financial reporting will prevent all fraud and material error. Our disclosure controls and procedures are designed to ~~ensure~~provide reasonable assurance of achieving our objectives. Further, the design of a control system must reflect the fact that ~~information required~~there are resource constraints, and the benefits of controls must be considered relative to ~~be disclosed~~their costs. Because of the inherent limitations in ~~the reports we file or submit under the Exchange Act is recorded, processed, summarized~~all control systems, no evaluation of controls can provide absolute assurance that all control issues and ~~reported~~instances of fraud, if any, within the Company have been detected. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, ~~periods specified~~control may become inadequate because of changes in conditions, or the ~~Securities~~degree of compliance with the policies or procedures may deteriorate. Based on the evaluation of our disclosure controls and ~~Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including~~procedures as of September 30, 2017, our Chief Executive Officer and ~~Interim~~ Chief Financial Officer ~~to allow timely decisions regarding required disclosures.~~ concluded that our disclosure controls and procedures are not effective at a reasonable assurance level.

A material weakness is a significant deficiency, or combination of deficiencies, in internal control over financial reporting that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Based on the evaluation, our Chief Executive Officer and ~~Interim~~our Chief Financial Officer concluded that, as of September 30, 2017, the following deficiencies, that were noted in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, continue to be material weaknesses:

The Company’s inability to account for the complex technical accounting treatment of complex debt and equity instruments.

The Company’s controls as related to revenue recognition resulting from the fact the Company does not have contracts with certain payors and does not have proper controls over the estimates for doubtful accounts and contractual allowances.

Accounting for technical accounting and valuation of complex debt and equity instruments~~March 31, 2017~~:

A material weakness exists pertaining to a lack of expertise in the technical accounting and valuation of complex debt and equity instruments that are required to be reported in accordance with accounting principles generally accepted in the United States of America and the valuation of fair values. To address the material weaknesses the Company continues to seek assistance with various third parties with expertise in such instruments and matters of fair value, in order to ensure that the Company's financial statements were prepared in accordance with U.S. GAAP on a timely basis.

Controls related to revenue recognition~~, our disclosure~~:

A material weakness exists due to the fact the Company does not have contracts with certain payors and does not have proper controls over the estimates for doubtful accounts and ~~procedures were effective~~contractual allowances. The Company’s net patient service revenue is reported at the estimated net realizable amounts from patients, third-party payors and others for services rendered. Revenue estimates are also subject to retroactive adjustments under reimbursement agreements. Healthcare reimbursement laws and regulations governing Medicare and Medicaid programs that represent a portion of the Company’s net patient service revenues

are extremely complex and subject to interpretation. As a result, there is at least a reasonable ~~assurance level.~~possibility that recorded estimates could change by a material amount in the near future. To address the material weakness the Company has added an additional review and reconciliation step to the revenue recognition process to ensure that all reported revenue recognizes appropriate third party contractual allowances and allowance for doubtful accounts. In addition, the additional review process will include current collection trends of payments and their impact on realizable revenues.

While implementation of the remediation actions are in process, it will take time for such actions to be fully integrated and confirmed to be effective and sustainable. Until such time, the material weaknesses described above will continue to exist.

Changes in Internal Control over Financial Reporting

We have evaluated the changes in our internal control over financial reporting that occurred during the three months ended ~~March 31,~~September 30, 2017 and concluded that there have not been any changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

~~We are subject to a number of claims of various amounts that arise out of~~

See the normal course of our business. In addition to the claims described in this Item 1, we are delinquent on the payment of outstanding accounts payable amounting to approximately $0.6 million with certain of our vendorsaccompanying unaudited condensed consolidated financial statements and ~~suppliers who have taken or have threatened to take legal action to collect such outstanding amounts.~~

~~On February 25, 2016, the Board of Regents of the University of Nebraska (“UNMC”) filed a lawsuit against us~~Note 8 - “Contingencies” in the ~~District Court of Douglas County, Nebraska, for breach of contract and seeking recovery of $0.7 million owed by us~~Notes to UNMC. A $0.4 million liability has been recorded and is reflected in accrued expenses at March 31, 2017 and December 31, 2016. We and UNMC entered into a settlement agreement dated February 6, 2017, which included, among other things, a mutual general release of claims, and our agreement to pay $0.4 million to UNMC in installments over a period of time. As of March 15, 2017, the initial payment due to UNMC under the settlement agreement is delinquent. We and UNMC are currently in discussions to extend the date of Transgenomic’s initial payment due to UNMC.

In addition, on April 13, 2016, Fox Chase Cancer Center (“Fox Chase”) filed a lawsuit against us in the Court of Common Pleas of Philadelphia County, First Judicial District of Pennsylvania Civil Trial Division (the “Court of Common Pleas”), alleging, among other things, breach of contract, tortious interference with present and prospective contractual relations, unjust enrichment, fraudulent conversion and conspiracy and seeking punitive damages in addition to damages and other relief. This lawsuit relates to a license agreement we entered into with Fox Chase in August 2000, as amended (the “License Agreement”), as well as the assignment of certain of our rights under the License Agreement to Integrated DNA Technologies, Inc. (“IDT”) pursuant to the Surveyor Kit Patent, Technology and Inventory Purchase Agreement we entered into with IDT effective as of July 1, 2014 (the “IDT Agreement”). Pursuant to the terms of the IDT Agreement, we agreed to indemnify IDT with respect to certain of the claims asserted in the Fox Chase proceeding. On July 8, 2016, the Court of Common Pleas sustained our preliminary objections to several of Fox Chase’s claims and dismissed the claims for tortious interference, fraudulent conversion, conspiracy, punitive damages and attorney’s fees. Accordingly, the case has been narrowed so that only certain contract claims and an unjust enrichment claim remain pending against us. We believe that we have good and substantial defenses to the claims asserted by Fox Chase. We are unable to determine whether any loss will occur or to estimate the range of such potential loss; therefore, no amount of loss has been accrued by us as of the date of filing of this Quarterly Report on Form 10-Q. Furthermore, there is no guarantee that we will prevail in this suit or receive any damages or other relief if we do prevail.

On December 19, 2016, Todd Smith (“Smith”) filed a lawsuit against us in the District Court of Douglas County Nebraska, alleging breach of contract and seeking recovery of $2.2 million owed by us to Smith for costs and damages arising from a breach of our obligations pursuant to a lease agreement between the parties. On April 7, 2017, we entered into a settlement agreement with Smith related to the early termination of our lease for our Omaha, Nebraska facility. The agreement included, among other things, a mutual general release of claims, and our agreement to pay approximately $0.6 million to Smith in installments over a period of time. A $0.6 million liability has been recorded and is reflected in accrued expenses at March 31, 2017. The accrued liability includes $0.4 million recorded as a net loss on the settlement and is included in other expense in ourunaudited condensed consolidated ~~statements of operations for the three months ended March 31, 2017.~~

On February 21, 2017, XIFIN, Inc. (“XIFIN”) filed a lawsuit against us in the District Court for the Southern District of California alleging breach of written contract and seeking recovery of approximately $0.27 million owed by us to XIFIN for damages arising from a breach of our obligations pursuant to a Systems Services Agreement between us and XIFIN, dated as of February 22, 2013, as amended and restated on September 1, 2014. On April 5, 2017, the court clerk entered default against us. On May 5, 2017, XIFIN filed an application for entry of default judgment against us. A $0.3 million and $0.2 million liability has been recorded and is reflected in accrued expenses at March 31, 2017 and December 31, 2016, respectively.

February 2, 2015, as modified by the Second Amendment to Lease dated as of June 26, 2015 (the “ SPDC Lease”). In November 2016, SPDC alleged that we defaulted on our obligations under the SPDC Lease. Specifically, SPDC alleges that we failed to pay approximately $0.4 million in rental payments due under the SPDC Lease and that we vacated a portion of the leased premises in violation of the terms of the SPDC Lease. We and SPDC entered into a settlement agreement dated March 6, 2017, which included, among other things, a mutual general release of claims, and our agreement to pay approximately $0.4 million to SPDC in installments over a period of time. This liability has been recorded and is reflected in accrued expenses at March 31, 2017 and December 31, 2016.

CPA Global provides us with certain patent management services. On February 6, 2017, CPA Global claimed that we owe approximately $0.2 million for certain patent maintenance services rendered. CPA Global has not filed claims against us in connection with this allegation. A liability of approximately $0.2 million has been recorded and is reflected in accrued expenses at December 31, 2016.

On March 9, 2016, counsel for Edge BioSystems, Inc. (“EdgeBio”) sent a demand letter on behalf of EdgeBio to us in connection with the terms of that certain Asset Purchase Agreement dated September 8, 2015 (the “EdgeBio Agreement”). EdgeBio alleges, among other things, that certain customers of EdgeBio erroneously remitted payments to us, that such payments should have been paid to EdgeBio and that we failed to remit these funds to EdgeBio in violation of the terms of the EdgeBio Agreement. On September 13, 2016, we received a demand for payment letter from EdgeBio’s counsel alleging that the balance due to EdgeBio is approximately $0.1 million. A liability of approximately $0.1 million has been recorded and is reflected in accrued expenses at December 31, 2016.

The outcome of legal proceedings and claims brought against us are subject to significant uncertainty. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against us in the same reporting period for amounts in excess of management’s expectations, our financial statements for ~~such reporting period could be materially adversely affected. In general, the resolution of a~~additional information regarding legal matter could prevent us from offering our services or products to others, could be material to our financial condition or cash flows, or both, or could otherwise adversely affect our operating results.proceedings.


Item 1A.	Risk Factors

~~As disclosed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, there~~There are a number of risks and uncertainties that may have a material effect on the operating results of our business and our financial condition. ~~There are no additional material~~The following information updates, ~~or changes to our risk~~and should be read in conjunction with, the factors ~~since the filing of~~discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2016, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K, as updated in our Quarterly Report for the quarter ended June 30, 2017 and this Quarterly Report, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.

We have incurred losses since our inception and expect to incur losses for the foreseeable future. We cannot be certain that we will achieve or sustain profitability.

We have incurred losses since our inception and expect to incur losses in the future. As of September 30, 2017 and December 31, 2016, we have an accumulated total deficit of approximately $21.5 million and $10.8 million, respectively. For the nine months ended September 30, 2017 and the fiscal year ended December 31, 2016, we had a net loss and comprehensive loss attributable to common stockholders of approximately $19.8 million and $4.1 million, respectively. To date, we have experienced negative cash flow from development of our diagnostic technology, as well as from the costs associated with establishing a laboratory and building a sales force to market our products and services. We expect to incur substantial net losses for the foreseeable future to further develop and commercialize our diagnostic technology. We also expect that our selling, general and administrative expenses will continue to increase due to the additional costs associated with market development activities and expanding our staff to sell and support our products. Our ability to achieve or, if achieved, sustain profitability is based on numerous factors, many of which are beyond our control, including the market acceptance of our products, competitive product development and our market penetration and margins. We may never be able to generate sufficient revenue to achieve or, if achieved, sustain profitability.

Because of the numerous risks and uncertainties associated with further development and commercialization of our diagnostic technology and any future tests, we are unable to predict the extent of any future losses or when we will become profitable, if ever. We may never become profitable and you may never receive a return on an investment in our securities. An investor in our securities must carefully consider the substantial challenges, risks and uncertainties inherent in the development and commercialization of tests in the medical diagnostic industry. We may never successfully commercialize our diagnostic technology or any future tests, and our business may fail.

We will need to raise substantial additional capital to commercialize our diagnostic technology, and our failure to obtain funding when needed may force us to delay, reduce or eliminate our product development programs or collaboration efforts or force us to restrict or cease operations.

As of September 30, 2017, our cash balance was $0.4 million and our working capital was approximately negative $12.6 million. Due to our recurring losses from operations and the expectation that we will continue to incur losses in the future, we will be required to raise additional capital to complete the development and commercialization of our current product candidates and to pay off our obligations. To date, to fund our operations and develop and commercialize our products, we have relied primarily on equity and debt financings. When we seek additional capital, we may seek to sell additional equity and/or debt securities or to obtain a credit facility, which we may not be able to do on favorable terms, or at all. Our ability to obtain additional financing will be subject to a number of factors, including market conditions, our operating performance and investor sentiment. If we are unable to raise additional capital when required or on acceptable terms, we may have to significantly delay, scale back or discontinue the development and/or commercialization of one or more of our product candidates, restrict or cease our operations or obtain funds by entering into agreements on unattractive terms.

We will need to obtain stockholder approval of the shares issued and issuable in our November 2017 registered direct offering before we can raise additional capital.

Our Series C Certificate of Designation prohibits us from issuing any shares of common stock or securities convertible or exercisable into common stock at a price per share below the then effective conversion price of our Series C Preferred Stock, subject to certain

exceptions, or entering into any agreement or making any public announcement with respect to such a dilutive issuance, until we have filed a proxy statement under Section 14(a) of the Exchange Act or information statement pursuant to Section 14(c) of the Exchange Act with the SEC and obtained approval of our November 2017 registered direct offering from our stockholders, or the Stockholder Approval, including approval of issuances in excess of the maximum number of shares issuable under the rules and regulations of the Nasdaq Capital Market. In addition, pursuant to the placement agency agreement for our November 2017 registered direct offering, or the November Offering, we have agreed, until the later of (i) 90 days after the closing date of the November Offering, and (ii) the date on which Stockholder Approval has been obtained, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or securities convertible or exercisable into common stock, subject to certain exceptions; provided that the foregoing restriction under the placement agency agreement will lapse at such time as each holder of Series C Preferred Stock owns less than 20% of the number of shares of Series C Preferred Stock originally purchased in the November Offering and less than 20% of the warrants (based on the number of shares underlying the warrants) originally purchased in the November Offering. If we are not able to obtain Stockholder Approval or a waiver of the foregoing restriction under the placement agency agreement, we will not be able to raise additional capital and we may have to significantly delay, scale back or discontinue the development and/or commercialization of one or more of our product candidates or restrict or cease our operations.

We have identified material weaknesses in our internal control over financial reporting that could, if not remediated, result in material misstatements in our financial statements.

Based on our evaluation of internal control over financial reporting, we have identified the following deficiencies that we believe to be material weaknesses: (i) our lack of expertise necessary to validate the proper accounting and valuation for the complex technical accounting treatment of complex debt and equity instruments and (ii) our controls as related to revenue recognition resulting from the fact we do not have contracts with certain payors and do not have proper controls over the estimates for doubtful accounts and contractual allowances.

We have initiated remedial measures, but if our remedial measures are insufficient to address the material weaknesses, or if the material weaknesses are not remediated within the time period we currently anticipate, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements, and we could be required to restate our financial results. In addition, if we are unable to successfully remediate these material weaknesses and if we are unable to produce accurate and timely financial statements, our stock price may be materially adversely affected and we may be unable to maintain compliance with applicable stock exchange listing requirements. Effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~None.~~None other than the sales previously disclosed in our Current reports on Form 8-K filed on April 17, 2017, June 27, 2017 and June 20, 2017.


Item 6.	Exhibits


(a)	Exhibits



~~2.1~~1.1			~~First Amendment to~~ Underwriting Agreement, ~~and Plan of Merger,~~ dated ~~as of February 3,~~August 22, 2017, by and among the ~~Registrant, New Haven Labs Inc. and Precipio Diagnostics, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on February 2, 2017).~~

~~10.1~~			Waiver Letter Agreement by and among the Registrant, Potomac Capital Partners, L.P., MAZ Partners LP, David Wambeke and Craig-Hallum Capital Group LLC, dated as of January 10, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 17, 2017).

~~10.2~~			First Amendment to Unsecured Convertible Promissory Note by and among the Registrant and MAZ Partners LP, dated as of January 17, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 20, 2017).

~~10.3~~			Termination and Tenth Amendment to Loan and Security Agreement, dated as of February 3, 2017, by and among Third Security Senior Staff 2008 LLC, as administrative agent and a lender, the other lenders party theretoCompany and the ~~Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 2, 2017).~~

~~10.4~~			Promissory Note, dated February 2, 2017, between the Registrant and Precipio Diagnostics, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 3, 2017).

~~10.5~~			~~Securities Purchase Agreement, dated as of April 13, 2017, by and between the Registrant and the investors set forth on Schedule A attached~~underwriters party thereto (incorporated by reference to Exhibit ~~10.1 to~~1.1 of the ~~Registrant’s Current Report on~~Company’s Form 8-K filed on ~~April 17,~~August 23, 2017).

~~10.6~~3.1			~~Form~~ Certificate of ~~Promissory Note, issued by the Registrant to certain investors, dated as of April 13, 2017~~Designation for Series B Preferred Stock (incorporated by reference to Exhibit ~~10.2 to~~3.1 of the ~~Registrant’s Current Report on~~Company’s Form 8-K filed on ~~April 17,~~August 31, 2017).

~~10.7~~4.1			Form of Offering Warrant ~~to Purchase Common Stock, issued by the Registrant to certain investors, dated as of April 13, 2017~~ (incorporated by reference to Exhibit ~~10.3 to~~4.1 of the ~~Registrant’s Current Report on~~Company’s Form 8-K filed on ~~April 17,~~August 23, 2017).

~~10.8~~4.2			~~Precipio Diagnostics, LLC Subordinated Promissory Note, issued by Precipio to the Registrant, dated as~~ Form of ~~April 13, 2017~~Underwriter Warrant (incorporated by reference to Exhibit ~~10.4 to~~4.2 of the ~~Registrant’s Current Report on~~Company’s Form 8-K filed on ~~April 17,~~August 23, 2017).

~~10.9~~4.3			~~Subordination Agreement, dated as~~ Form of ~~April 13, 2017, by and between the Registrant and Webster Bank, National Association~~Conversion Warrant (incorporated by reference to Exhibit ~~10.5 to~~4.3 of the ~~Registrant’s Current Report on~~Company’s Form 8-K filed on ~~April 17,~~August 23, 2017).

31.1			Certification of ~~Paul Kinnon, President,~~Ilan Danieli, Chief Executive Officer, ~~and Interim~~pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

31.2			Certification of Carl Iberger, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

32.1			Certification of ~~Paul Kinnon, President,~~Ilan Danieli, Chief Executive Officer, ~~and Interim~~pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

32.2			Certification of Carl Iberger, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

101.INS			XBRL Instance Document

101.SCH			XBRL Taxonomy Extension Schema Document

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			XBRL Taxonomy Extension Label Linkbase Document

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

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 thereunto duly authorized.




		~~TRANSGENOMIC,~~PRECIPIO, INC.

Date:	~~May 18,~~November 20, 2017	By:	/S/ ~~PAUL KINNON~~ILAN DANIELI
			~~Paul Kinnon~~Ilan Danieli ~~President,~~ Chief Executive Officer ~~and Interim~~ (Principal Executive Officer)


Date:	November 20, 2017	By:	/S/ CARL IBERGER
			Carl Iberger Chief Financial Officer (Principal ~~Executive Officer and Principal~~ Financial Officer)

3144



	Three months ended March 31,
(Dollars in thousands)	2017			2016
Net sales	$	68		$	1,103
Cost of goods sold	15			1,183
Gross profit (loss)	53			(80		)
Selling, general and administrative expense	(65		)	1,025
Research and development expense	—			68
Operating income (loss) from discontinued operations	118			(1,173		)
Loss on settlement of liability	(45		)	—
Income (loss) from discontinued operations before income taxes	73			(1,173		)
Income tax expense	—			—
Income (loss) from discontinued operations, net of taxes	$	73		$	(1,173	)



	Dollars in Thousands
	March 31, 2017			December 31, 2016
Revolving Line of Credit⁽¹⁾	$	3,243		$	3,243
Term Loan⁽²⁾	4,000			4,000
Convertible Promissory Notes ⁽³⁾	125			571
Total debt	7,368			7,814
Current portion of long-term debt	(7,368		)	(7,814		)
Long-term debt, net of current maturities	$	—		$	—



Warrant Holder	Issue Year	Expiration	Underlying Shares	Exercise Price
Various Institutional Holders⁽¹⁾	2013	January 2018	441,655	$9.00
Affiliates of Third Security, LLC⁽¹⁾	2013	January 2018	250,000	$9.00
Various Institutional Holders⁽²⁾	2014	April 2020	374,618	$4.00
Various Institutional Holders⁽³⁾	2015	February 2020	714,780	$2.24
Various Institutional Holders⁽⁴⁾	2015	December 2020	122,433	$1.66
Various Institutional Holders⁽⁵⁾	2015	January 2021	1,161,972	$1.21
Affiliates of Third Security, LLC⁽⁶⁾	2016	January 2021	161,026	$1.21
Various Institutional Holders⁽⁶⁾	2016	January 2021	107,527	$1.21
			3,334,011