SEC Form 4/A · accession 0000899243-17-023670
Precipio, Inc. · PRPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Mark Rimer
Director · 10% Owner
Period of report
Sep 8, 2017
Accepted (ET)
Oct 5, 2017 · 4:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001043961
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Offering Warrant to Purchase Common StockF2,F3,F4,F1 | $3.00 | Sep 8, 2017 | A | 124,496 | A | Aug 28, 2017 | Aug 28, 2022 | Common Stock | 124,496 | 124,496 | I |
| Offering Warrant to Purchase Common StockF6,F1 | $3.00 | Sep 8, 2017 | A | 85,476 | A | Aug 28, 2017 | Aug 28, 2022 | Common Stock | 85,476 | 85,476 | I |
Explanation of responses
- F1Item 2 of Table II on the Form 4 filed by the Reporting Person on September 15, 2017 incorrectly stated the per share exercise price of the Offering Warrant to Purchase Common Stock as $10.00. The correct per share exercise price is $3.00.
- F2An 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").
- F3(Continued from Footnote 2) 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.
- F4The Reporting Person is a managing member of Kuzven Precipio Investor 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.
- F6The Reporting Person is a managing member of Chenies Investor LLC.