0000899243-17-022141.txt : 20170915 0000899243-17-022141.hdr.sgml : 20170915 20170915163027 ACCESSION NUMBER: 0000899243-17-022141 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170828 FILED AS OF DATE: 20170915 DATE AS OF CHANGE: 20170915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rimer Mark CENTRAL INDEX KEY: 0001709016 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36439 FILM NUMBER: 171088259 MAIL ADDRESS: STREET 1: C/O PRECIPIO, INC. STREET 2: 4 SCIENCE PARK CITY: NEW HAVEN STATE: CT ZIP: 06511 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Precipio, Inc. CENTRAL INDEX KEY: 0001043961 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 911789357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12325 EMMET ST CITY: OMAHA STATE: NE ZIP: 68164 BUSINESS PHONE: 4027385480 MAIL ADDRESS: STREET 1: 12325 EMMET STREET CITY: OMAHA STATE: NE ZIP: 68164 FORMER COMPANY: FORMER CONFORMED NAME: TRANSGENOMIC INC DATE OF NAME CHANGE: 20000119 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-08-28 0 0001043961 Precipio, Inc. PRPO 0001709016 Rimer Mark C/O PRECIPIO, INC. 4 SCIENCE PARK NEW HAVEN CT 06511 1 0 1 0 Common Stock 2017-08-28 4 C 0 177128 0.00 A 601398 I By Chenies Investor LLC Common Stock 2017-08-28 4 C 0 59858 0.00 A 340913 I By Chenies Management LLC Common Stock 2017-09-08 4 C 0 85476 0.00 A 686874 I By Chenies Investor LLC Common Stock 2017-09-08 4 C 0 124496 0.00 A 124496 I By: Kuzven Precipio Investor LLC Series A Senior Convertible Preferred Stock 2017-08-28 4 J 0 2299 0.00 A Common Stock 2299 177128 I By Chenies Investor LLC Series A Senior Convertible Preferred Stock 2017-08-28 4 J 0 776 0.00 A Common Stock 776 59858 I By Chenies Management LLC Series A Senior Convertible Preferred Stock 2017-08-28 4 C 0 177128 3.7363 D Common Stock 177128 0 I By Chenies Investor LLC Series A Senior Convertible Preferred Stock 2017-08-28 4 C 0 59858 3.7363 D Common Stock 59858 0 I By Chenies Management LLC Warrant to Purchase Common Stock 10.00 2017-08-28 4 A 0 87414 0.00 A 2017-09-01 2022-09-01 Common Stock 87414 87414 I By Chenies Investor LLC Warrant to Purchase Common Stock 10.00 2017-08-28 4 A 0 29541 0.00 A 2017-09-01 2022-09-01 Common Stock 29541 29541 I By: Chenies Management LLC 8% Convertible Promissory Note 3.7363 2017-09-06 4 J 0 83301 311241.00 A Common Stock or Series A Senior Convertible Preferred Stock 83301 I By: Kuzven Precipio Investor LLC 8% Convertible Promissory Note 3.7363 2017-09-08 4 C 0 83301 311241.00 D Common Stock or Series A Senior Convertible Preferred Stock 0 I By: Kuzven Precipio Investor LLC Offering Warrant to Purchase Common Stock 10.00 2017-09-08 4 A 0 124496 0.00 A 2017-08-28 2022-08-28 Common Stock 124496 124496 I By: Kuzven Precipio Investor LLC 8% Convertible Promissory Note 3.7363 2017-09-08 4 C 0 20073 75000.00 D Common Stock or Series A Senior Convertible Preferred Stock 20073 0 I By Chenies Investor LLC Offering Warrant to Purchase Common Stock 10.00 2017-09-08 4 A 0 85476 0.00 A 2017-08-28 2022-08-28 Common Stock 85476 85476 I By Chenies Investor LLC On 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. On 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. The Reporting Person is a managing member of Chenies Investor LLC. The Reporting Person is a managing member of Chenies Management LLC. The 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. An 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"). (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. The Reporting Person is a managing member of Kuzven Precipio Investor LLC. On 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. On 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. /s/ Mark Rimer 2017-09-15