SEC Form 4 · accession 0001144204-17-035508
Precipio, Inc. · PRPO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Rimer
Director · 10% Owner
Period of report
Jun 29, 2017
Accepted (ET)
Jul 3, 2017 · 6:31 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 StockF1 | Jun 29, 2017 | A | 424,270 | $0.00 | A | 424,270 | I | By Chenies Investor LLC |
| Common StockF2 | Jun 29, 2017 | A | 281,055 | $0.00 | A | 281,055 | I | By Chenies Management LLC |
| Common StockF3 | Jun 29, 2017 | A | 4,179 | $0.00 | A | 4,179 | I | By Precipio Employee Holdings, 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 StockF1,F4 | — | Jun 29, 2017 | A | 174,829 | A | — | — | Common Stock | 174,829 | 174,829 | I |
| Series A Senior Convertible Preferred StockF2,F4 | — | Jun 29, 2017 | A | 59,082 | A | — | — | Common Stock | 59,082 | 59,082 | I |
| Warrant to Purchase Common StockF5,F6 | $7.00 | Jun 29, 2017 | A | 91,420 | A | Jun 29, 2017 | Jun 29, 2022 | Common Stock | 91,420 | 91,420 | I |
| Call Option (right to buy)F7 | $3.7363 | Jun 29, 2017 | A | 214,113 | A | — | — | Common Stock or Series A Senior Convertible Preferred Stock | 214,113 | 214,113 | I |
| 8% Convertible Promissory NoteF8,F1 | $3.7363 | Jun 29, 2017 | A | 20,073 | A | — | — | Common Stock or Series A Senior Convertible Preferred Stock | 20,073 | 20,073 | I |
| Warrant to Purchase Common StockF1,F9 | $7.50 | Jun 29, 2017 | A | 2,500 | A | Jun 29, 2017 | Jun 29, 2022 | Common Stock | 2,500 | 2,500 | I |
| Call Option (right to buy)F6,F10 | $1.00 | Jun 29, 2017 | A | 263,332 | A | Jun 29, 2017 | Dec 31, 2017 | Common Stock | 263,332 | 263,332 | I |
Explanation of responses
- F1The Reporting Person is a managing member of Chenies Investor LLC.
- F10Kuzven Precipio Investor LLC has the right to buy 263,332 shares of the Issuer's Common Stock for an aggregate purchase price of $1.00.
- F2The Reporting Person is a managing member of Chenies Management LLC.
- F3The Reporting Person holds units of Precipio Employee Holdings, LLC.
- F4Each share of Series A Senior Convertible Preferred Stock is convertible into one share of Common Stock of the Issuer at any time and has no expiration date.
- F5The Warrant to Purchase Common Stock is exercisable as to 22,857 shares of Common Stock of the Issuer upon grant and as to 68,572 shares of Common Stock of the Issuer upon Kuzven Precipio Investor LLC's performance of certain obligations as set forth in the Warrant to Purchase Common Stock.
- F6The Reporting Person is a managing member of Kuzven Precipio Investor LLC.
- F7The 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 is 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) (such date, the "Maturity Date"). At any time after the Maturity Date, the Dominion Note together with any accrued interest is convertible into shares of Common Stock of the Issuer. If the Issuer does not complete a Qualified Financing by October 1, 2017, the holder may convert the outstanding principal and interest of the Dominion Note into shares of the Issuer's Series A Senior Convertible Preferred Stock. Upon the closing of a Qualified Financing, the outstanding principal and interest of the Dominion Note will automatically be converted into shares of the Issuer's Series A Senior Convertible Preferred Stock. Kuzven Precipio Investor LLC has a call option on the Dominion Note.
- F8The 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 is 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) (such date, the "Maturity Date"). At any time after the Maturity Date, the Chenies Note together with any accrued interest is convertible into shares of Common Stock of the Issuer. If the Issuer does not complete a Qualified Financing by October 1, 2017, the holder may convert the outstanding principal and interest of the Chenies Note into shares of the Issuer's Series A Senior Convertible Preferred Stock. Upon the closing of a Qualified Financing, the outstanding principal and interest of the Chenies Note will automatically be converted into shares of the Issuer's Series A Senior Convertible Preferred Stock.
- F9If the Issuer completes a Qualified Financing (as defined in the Warrant to Purchase Common Stock), the exercise price will become the lower of (i) $7.50 or (ii) 110% of the per share offering price in such Qualified Financing, but in no event lower than $1.50 per share.