SEC Form 4 · accession 0000899243-17-022141

Precipio, Inc. · PRPO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mark Rimer

Director · 10% Owner

Period of report

Aug 28, 2017

Accepted (ET)

Sep 15, 2017 · 4:30 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001043961

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F3	Aug 28, 2017	C	177,128	$0.00	A	601,398	I	By Chenies Investor LLC
Common Stock^F4	Aug 28, 2017	C	59,858	$0.00	A	340,913	I	By Chenies Management LLC
Common Stock^F5,F3	Sep 8, 2017	C	85,476	$0.00	A	686,874	I	By Chenies Investor LLC
Common Stock^F8	Sep 8, 2017	C	124,496	$0.00	A	124,496	I	By: Kuzven Precipio Investor LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Senior Convertible Preferred Stock^F9,F3,F1	—	Aug 28, 2017	J	2,299	A	—	—	Common Stock	2,299	177,128	I
Series A Senior Convertible Preferred Stock^F10,F4,F2	—	Aug 28, 2017	J	776	A	—	—	Common Stock	776	59,858	I
Series A Senior Convertible Preferred Stock^F3,F1	—	Aug 28, 2017	C	177,128	D	—	—	Common Stock	177,128	0	I
Series A Senior Convertible Preferred Stock^F4,F2	—	Aug 28, 2017	C	59,858	D	—	—	Common Stock	59,858	0	I
Warrant to Purchase Common Stock^F1,F3	$10.00	Aug 28, 2017	A	87,414	A	Sep 1, 2017	Sep 1, 2022	Common Stock	87,414	87,414	I
Warrant to Purchase Common Stock^F2,F4	$10.00	Aug 28, 2017	A	29,541	A	Sep 1, 2017	Sep 1, 2022	Common Stock	29,541	29,541	I
8% Convertible Promissory Note^F6,F7,F8	$3.7363	Sep 6, 2017	J	83,301	A	—	—	Common Stock or Series A Senior Convertible Preferred Stock	—	83,301	I
8% Convertible Promissory Note^F6,F7,F8	$3.7363	Sep 8, 2017	C	83,301	D	—	—	Common Stock or Series A Senior Convertible Preferred Stock	—	0	I
Offering Warrant to Purchase Common Stock^F6,F7,F8	$10.00	Sep 8, 2017	A	124,496	A	Aug 28, 2017	Aug 28, 2022	Common Stock	124,496	124,496	I
8% Convertible Promissory Note^F5,F3	$3.7363	Sep 8, 2017	C	20,073	D	—	—	Common Stock or Series A Senior Convertible Preferred Stock	20,073	0	I
Offering Warrant to Purchase Common Stock^F3	$10.00	Sep 8, 2017	A	85,476	A	Aug 28, 2017	Aug 28, 2022	Common Stock	85,476	85,476	I

Explanation of responses

F1On issuance, each share of Series A Senior Convertible Preferred Stock was convertible into one share of Common Stock of the Issuer at any time and had no expiration date. Pursuant to an Agreement for Conversion of Preferred Stock between Chenies Investor LLC and the Issuer, dated August 28, 2017, Chenies Investor LLC converted 177,128 shares of Series A Convertible Preferred Stock into i) 177,128 shares of Issuer Common Stock and ii) 87,414 Warrants to buy 87,414 shares of Issuer Common Stock.
F10On August 28, 2017, the Issuer issued a Series A Preferred Payment (as defined in the Company's Certificate of Designation of Series A Senior Convertible Preferred Stock) accrued through August 28, 2017. As a result, Chenies Management LLC received 776 shares of Issuer Series A Convertible Preferred Stock and a cash payment of $3.62 in lieu of a fractional share of Issuer Series A Convertible Preferred Stock.
F2On issuance, each share of Series A Senior Convertible Preferred Stock was convertible into one share of Common Stock of the Issuer at any time and had no expiration date. Pursuant to an Agreement for Conversion of Preferred Stock between Chenies Management LLC and the Issuer, dated August 28, 2017, Chenies Management LLC converted 59,858 shares of Series A Convertible Preferred Stock into i) 59,858 shares of Issuer Common Stock and ii) 29,541 Warrants to buy 29,541 shares of Issuer Common Stock.
F3The Reporting Person is a managing member of Chenies Investor LLC.
F4The Reporting Person is a managing member of Chenies Management LLC.
F5The 8% Convertible Promissory Note (the "Chenies Note") was issued to Chenies Investor LLC on June 29, 2017 in the principal amount of $75,000 and was payable upon the earlier to occur of (i) October 1, 2017 or (ii) the closing of a Qualified Offering (as defined in the Chenies Note). Pursuant to a Conversion Agreement between Chenies Investor LLC and the Issuer dated September 8, 2017, the Chenies Note together with accrued interest and the Redemption Amount (as defined in the Chenies Note) was converted into i) 85,476 shares of Issuer Common Stock at a conversion price of $2.50 per share and ii) an Offering Warrant exercisable for 85,476 shares of Issuer Common Stock.
F6An 8% Convertible Promissory Note (the "Dominion Note") was issued to Dominion Capital LLC on June 29, 2017 in the principal amount of $800,000 and was payable upon the earlier to occur of (i) October 1, 2017 or (ii) the closing of a Qualified Offering (as defined in the Dominion Note). Dominion Capital LLC exercised a put option (the "Dominion Put") on September 6, 2017 to sell $311,241 of principal of the Dominion Note to Kuzven Precipio Investor LLC (the "Kuzven Note"). The balance of the Dominion Note, together with accrued interest and the Redemption Amount (as defined in the Dominion Note), was repaid by the Issuer to Dominion Capital LLC (the "Issuer's Repayment").
F7(Continued from Footnote 6) Kuzven Precipio Investor LLC had a call option on the Dominion Note (the "Kuzven Option") which expired upon the exercise of the Dominion Put and the Issuer's Repayment. Kuzven Precipio Investor LLC received no value for the expiration of the Kuzven Option. Pursuant to a Conversion Agreement between Kuzven Precipio Investor LLC and the Issuer dated September 8, 2017, the Kuzven Note was converted into i) 124,496 shares of Issuer Common Stock at a conversion price of $2.50 per share and ii) an Offering Warrant exercisable for 124,496 shares of Issuer Common Stock.
F8The Reporting Person is a managing member of Kuzven Precipio Investor LLC.
F9On August 28, 2017, the Issuer issued a Series A Preferred Payment (as defined in the Company's Certificate of Designation of Series A Senior Convertible Preferred Stock) accrued through August 28, 2017. As a result, Chenies Investor LLC received 2,299 shares of Issuer Series A Convertible Preferred Stock and a cash payment of $0.45 in lieu of a fractional share of Issuer Series A Convertible Preferred Stock.