8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 24, 2020

PRECIPIO, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State of Incorporation) 001-36439
(Commission File Number) 91-1789357
(I.R.S. Employer Identification No.)

4 Science Park, New Haven, CT 06511

(Address of principal executive offices) (Zip Code)

(203) 787-7888

(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report date)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	PRPO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement

On April 23, 2020, Precipio, Inc. (the “Company”) entered into a promissory note (the “Promissory Note”) evidencing an unsecured $787,200 loan under the Paycheck Protection Program (the “PPP Loan”). The Paycheck Protection Program (or “PPP”) was established under the recently congressionally-approved Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration. The PPP Loan to the Company is being made through Webster Bank N.A.

The term of the PPP Loan is two years. The interest rate on the PPP Loan is 1.00%, which shall be deferred for the first six months of the term of the loan. Under the terms of the CARES Act, PPP Loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payroll costs and mortgage interest, rent or utility costs and the maintenance of employee and compensation levels. The Company intends to use all or a significant majority of the PPP Loan amount for qualifying expenses but no assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part.

The Promissory Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the Promissory Note. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, and/or filing suit and obtaining judgment against the Company.

The foregoing descriptions of the Promissory Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Promissory Note attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure under Item 1.01 above, which is hereby incorporated in this Item 2.03 by reference.

Item 8.01. Other Events.

The CARES Act authorizes the distribution of relief fund grants from the Department of Health and Human Services (“HHS”) to healthcare providers to support their healthcare-related expenses or lost revenue attributable to COVID-19. The Company received a relief fund grant of $80,290.24, which the Company does not have to be repay, provided that we comply with the terms and conditions of the grant.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

10.1 Promissory Note

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PRECIPIO, INC.
By:	/s/ Ilan Danieli
Name:	Ilan Danieli
Title:	Chief Executive Officer

Date: April 24, 2020

EX-10.1

Exhibit 10.1

 

SBAU.S Small Business AdministrationU.S. Small Business AdministrationNOTESBA Loan #SBA Loan Name:Date:Loan Amount:Interest Rate:Operating Company: Lender: Webster Bank, National Association1.PROMISETOPAY:InReturnfortheLoan,BorrowerpromisestopaytotheorderofLendertheamountofDollars,interestontheunpaidPrincipalBalance,andallotheramountsrequiredbythisNote.2.DEFINITIONS:(totheextentapplicabletothesubjecttransaction):"Collateral"meansanypropertytakenassecurityforpaymentofthisNoteoranyguaranteeofthisNote."Guarantor"meanseachpersonorentitythatsignsaguaranteeofpaymentofthisNote."Loan"meanstheloanevidencedbythisNote."LoanDocuments"meansthedocumentsrelatedtothisloansignedbyBorrower,anyGuarantor,oranyonewhopledgescollateral."SBA"meanstheSmallBusinessAdministration,anAgencyoftheUnitedStatesofAmerica.Page 1SBAPPP1SBA Form 147 (06/03/02) Version 4.1Paycheck Protection Program.1.0% fixed interest rateBorrower Nameand Address:475085135428938872024/23/20787,200.00$PRECIPIO INC.4 SCIENCE PARK, NEW HAVEN, CT 06511PRECIPIO INC.Seven Hundred Eighty-Seven Thousand, Two Hundred and No/100COPY VIEW

 

3.PAYMENTTERMS:BorrowermustmakeallpaymentsattheplaceLenderdesignates.ThepaymenttermsforthisNoteare:(3) (a) Payments and Interest RateBorrower(s) understand it will have a six (6) month repayment deferral period, ("Deferral Period") which starts on and ends on . Upon expiration of the Deferral Period, Borrowerunderstands and agrees to pay (18) equal monthly installments of $ . Starting on .Borrowerpaymentsarefirstappliedtointerestandthenprincipalowed.IfBorrowerstillowes any amount under this Note after making its final payment on , Borrower will pay all ofthose amounts in full on that date, subject to the forgiveness provision set forth in section (f). The Interest Rate on this Note shall be calculated on an actual / 365 basis on the unpaid principal balance. Borrower will make its monthly payments to Webster Bank, N.A. P.O. Box 1809 Hartford, CT 06144-1809 ora different place if required by Note Holder. (b)LateFees:Therearenolatechargesforanoverduepayment(s).(c)Prepayment:Borrowermayprepaythisloaninwholeorpartatanytimewithoutpenalty.(d) THIS NOTE IS NOT SECURED AND THERE IS NO PERSONAL GUARANTEE ASSOCIATEDWITH THIS NOTE. BORROWER CERTIFIES THAT THE LOAN PROCEEDS SHALL BE USED TOMAINTAIN CERTAIN PAYROLL COSTS, COVERED MORTGAGE INTEREST PAYMENTS, LEASEPAYMENTS, AND UTILITIES. (e) For Borrowers who currently have any additional loans outstanding with Lender, the Paycheck ProtectionProgram shall not constitute additional debt under any outstanding credit facility with Lender.(f)LoanForgiveness.Borrowerunderstandsandacknowledgesthat:You will owe money when your loan is due if you use the loan proceeds for anything other than payroll costs,mortgage interest, rent, and utilities payments over the 8 weeks following obtaining the loan proceeds. It is anticipated that not more than 25% of the forgiven amount may be for non-payroll costs. Page 2SBAPPP2SBA Form 147 (06/03/02)Version 4.147508513545/23/202010/23/202044080.3811/23/20204/23/2022COPY VIEW

 

SBA Form 147 (06/03/02)Version 4.14.DEFAULT:(totheextentapplicabletothesubjecttransaction)BorrowerisindefaultunderthisNoteifBorrowerdoesnotmakeapaymentwhendueunderthisNote,orif Borrower or Operating Company:A. Fails to do anything required by this Note and other Loan Documents;B. Defaults on any other loan with Lender;C. Does not preserve, or account to Lender's satisfaction for, any of the Collateral or its proceeds;D. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;E. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;F. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower's ability to pay this Note;G. Fails to pay any taxes when due;H. Becomes the subject of a proceeding under any bankruptcy or insolvency law;I. Has a receiver or liquidator appointed for any part of their business or property;J. Makes an assignment for the benefit of creditors;K. Has an adverse change in financial condition or business operation that Lender believes may materially affect Borrower's ability to pay this Note;L. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent; orM. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this Note.5.LENDER'SRIGHTSIFTHEREISADEFAULT:(totheextentapplicabletothesubjecttransaction). Without notice or demand and without giving up any of its rights, Lender may:A. Require immediate payment of all amounts owing under this Note;B. Collect all amounts owing from any Borrower or Guarantor;C. File suit and obtain judgement;D. Take possession of any Collateral; orE. Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement; 6.LENDER'SGENERALPOWERS:(totheextentapplicabletothesubjecttransaction) Without notice and without Borrower's consent. Lender may:A. Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses:B. Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney's fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;C. Release anyone obligated to pay this Note;D. Compromise, release, renew, extend or substitute any of the Collateral; andE. Take any action necessary to protect the Collateral or collect amounts owing on this Note.Page3SBAPPP34750851354COPY VIEW

 

SBA Form 147 (06/03/02)Version 4.17. WHEN FEDERAL LAW APPLIES: When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.8. SUCCESSORS AND ASSIGNS: Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.9.GENERALPROVISIONS:(totheextentapplicabletothesubjecttransaction) A. All individuals and entities signing this Note are jointly and severally liable. B. Borrower waives all suretyship defenses. C. Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender's liens on Collateral. D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them. E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note. F. If any part of this Note is unenforceable, all other parts remain in effect. G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral;ordidnotobtainthefairmarketvalueofCollateralatasale.Page 4SBAPPP44750851354COPY VIEW

 

SBA Form 147 (06/03/02)Version 4.1GivingofNotices:AnynoticethatmustbegiventoBorrowerunderthisNotewillbegivenbydeliveringitorbymailing it by first class mail addressed to Borrower at the address above. A notice will be delivered or mailed toBorrower at a different address if Borrower gives the Note Holder a notice of a different address. Any notice thatmust be given to the Note Holder under this Note will be given by mailing it by first class mail addressed to theNote Holder at the address stated in Section 3 above. A notice will be mailed to the Note Holder at a differentaddress if Borrower is given a notice of that different address. GOVERNINGLAW:BorrowerunderstandsandagreesthatLenderisanationalbankheadquarteredinConnecticut, Lender's decision to make (or not make) any Loan to Borrower occurs in Connecticut, and the LoanwillbedisbursedbyLenderfromConnecticut.Consequently,theprovisionsofthisAgreementwillbegovernedby federal law and (to the extent not preempted by federal law) the laws of the State of Connecticut, withoutregard to conflict of law rules.ChangestoAgreement:ExceptasotherwiseindicatedinthisAgreement,notermorprovisionofthisAgreementmay be changed unless agreed to in writing by both Lender and Borrower. CommunicatingwithBorrower:Totheextentpermittedbyapplicablelaw,andwithoutlimitinganyotherrightsyou may have, Borrower expressly consents and authorizes Lender, and its affiliates or agents, and any subsequentholder or servicer of the Loan to communicate with it, in connection with the Application or the Loan, and inconnection with all other current or future loans, using any phone number or email address that Borrower providedin the Application, or using any phone number or email address that Borrower provides in the future. Lender, andits affiliates or agents, and any subsequent holder or servicer of the Loan, may communicate with Borrower usingany current or future means of communication, including, but not limited to, automated telephone dialingequipment, artificial or pre-recorded voice messages, SMS text messages, email directed to me at a mobiletelephone service, or email otherwise directed to me, for any purpose other than telemarketing communications.BORROWER AUTHORIZES THE USE OF SUCH MEANS OF COMMUNICATION EVEN IF BORROWERWILL INCUR COSTS TO RECEIVE SUCH PHONE MESSAGES, TEXT MESSAGES, OR EMAILS.Page 5SBAPPP5Electronic Signatures and Records. If Borrower executed this Agreement using an electronic signature,Borrower intends: (i) the electronic signature to be an electronic signature under applicable federal and statelaw, (ii) to conduct business with the Lender using electronic records and electronic signatures. If Borrowerhas signed this Agreement on paper and scanned the signed Agreement for electronic transmission anddelivery to Lender (via facsimile, electronic mail or otherwise), then Borrower has consented to the use ofelectronic signatures and records in connection with this Agreement, and the provisions of this paragraphapply. Borrower agrees that this Agreement, any printout of Lender's electronic record of this Agreement andrelated notices to be an original document any related document or notice, and any related signature may notbe denied legal effect or enforceability solely because the record or signature is in electronic form. Anytransfer of the obligations of this Agreement set forth herein will be subject to Article 9 of the UniformCommercial Code. COMMUNICATIONSUNDERTHEFEDERALBANKRUPTCYCODE.Anycommunicationwithyourequired or permitted under the Federal Bankruptcy Code must be in writing, must include my account number andmust be sent to Webster Bank, N.A. PO Box 30, Waterbury CT 06720-0030.Severability.IfanyprovisionofthisAgreementisheldinvalidorunenforceablebyacourthavingjurisdiction,theremaining provisions of this Agreement shall not be affected, and this Agreement shall be construed as if suchinvalid or unenforceable provisions had not been included in this Agreement.10.11.12.13.14.15.16.4750851354COPY VIEW

 

SBA Form 147 (06/03/02)Version 4.1By signing below, each individual or entity becomes obligated under this Note as Borrower. By: Name: Title: Date: By: Name: Title: Date: Page 6SBAPPP64750851354ILAN DANIELI PRECIPIO INC.April 23, 2020CARL IBERGERPRECIPIO INC.April 23, 2020CEO4/23/2020 | 4:00 PM PDT4/23/2020 | 7:29 PM EDTChief Financial OfficerCOPY VIEW