SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Precipio, Inc. [ PRPO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/29/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 12/14/2018 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
8% Convertible Promissory Note | $0.29 | 11/29/2018 | A(1) | $54,945.05 | 11/29/2018 | (1) | Common Stock | 189,466 | $54,945.05 | 189,466 | D | ||||
Warrant | $0.36 | 11/29/2018 | A(1) | 189,466 | 05/29/2019 | 05/29/2024 | Common Stock | 189,466 | (1) | 189,466 | D |
Explanation of Responses: |
1. On November 28, 2018, and pursuant to a private offering of derivative securities of Precipio, Inc. (the "Company"), the Company entered into a securities purchase agreement (the "Agreement") with Mr. Cohen, pursuant to which the Company sold an 8% convertible promissory note (the "Note") and warrants (the "Warrants") to purchase shares of common stock, par value $0.01, of the Company ("Shares") to Mr. Cohen for an aggregate purchase price of $54,945.05. The Note is immediately exercisable at an exercise price of $0.29 per Share and expires on the earlier of November 28, 2019 and the closing of a certain contemplated offering of the Company's securities. The Warrants have an exercise price of $0.36 per Share and the number of Shares underlying the Warrants is equal to the amount of Shares which the Note is convertible into. |
Remarks: |
This Form 4 amendment is being filed to correct the original Form 4 filed on December 14, 2018 and the first amendment to the Form 4 filed on April 18, 2019. Table II of the original Form 4 incorrectly stated the price of the Note and the Warrants in column 8 and the expiration date of the Warrant in column 6. |
/s/ David Cohen | 04/19/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |