S-8

As filed with the Securities and Exchange Commission on March 30, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Precipio, Inc.

(Exact name of registrant as specified in its charter)

Delaware	91-1789357
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4 Science Park, New Haven, CT	06511
(Address of Principal Executive Offices)	(Zip Code)

Precipio, Inc. Amended and Restated 2017 Stock Option and Incentive Plan

(Full Title of the Plans)

Ilan Danieli

Chief Executive Officer

4 Science Park,

New Haven, CT 06511

(Name and address of agent for service)

(203) 787-7888

(Telephone number, including area code, of agent for service)

Copy to:

Stephen M. Davis, Esq.

Goodwin Procter LLP

620 Eighth Avenue

New York, NY

(212) 813-8800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company x
	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 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed by Precipio, Inc. (the “Registrant”) to register additional securities issuable pursuant to the Registrant’s Amended and Restated 2017 Stock Option and Incentive Plan (the “Plan”) and consists of only those items required by General Instruction E to Form S-8. Pursuant to certain provisions of the Plan (referred to as the “evergreen provisions”), the number of shares of the Registrant’s common stock, $0.01 par value per share (the “Common Stock”), that are available for award grant purposes under the Plan, is automatically increased each year in accordance with a formula set forth in the Plan. Pursuant to the Plan’s evergreen provisions, the additional securities registered hereby include (1) 114,937 shares of Common Stock that were automatically added to the Plan, effective January 1, 2019, (2) 394,905 shares of Common Stock that were automatically added to the Plan, effective January 1, 2020, (3) 878,845 shares of Common Stock that were automatically added to the Plan, effective January 1, 2021, (4) 1,135,422 shares of Common Stock that were automatically added to the Plan, effective January 1, 2022, and (5) 1,141,013 shares of Common Stock that were automatically added to the Plan, effective January 1, 2023.

On April 23, 2021, the Registrant’s board of directors approved an amendment to the Plan (“Amendment No. 1”) to increase the maximum number of shares of Common Stock reserved and available for issuance under the Plan by 925,000, and Amendment No. 1 was approved by the Registrant’s stockholders on June 18, 2021. Pursuant to Amendment No. 1, the additional securities registered hereby also include these 925,000 shares of Common Stock.

In accordance with General Instruction E to Form S-8, the contents of the earlier registration statements on Form S-8 (File No. 333-222819 and File No. 333-221804), as filed with the Securities and Exchange Commission (the “Commission”) on February 1, 2018 and November 29, 2017, respectively are effective and are incorporated herein by reference, except as otherwise set forth herein.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents have been previously filed by the Registrant with the Commission and are hereby incorporated by reference into this Registration Statement and shall be deemed a part hereof:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 30, 2023;

(b) The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A filed with the SEC on June 29, 2017, including any amendments or reports filed for the purposes of updating this description; and

All reports and other documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, excluding any information furnished under Item 7.01 or Item 2.02 of any Current Report on Form 8-K (and corresponding information furnished under Item 9.01 or included as an exhibit thereto). Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or replaces such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit No.	Description
3.1	Third Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed on June 30, 2017).
3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant’s Form 8-K filed on June 30, 2017).
3.3	Certificate of Elimination (incorporated by reference to Exhibit 3.3 of the Company’s Form 8-K filed on June 30, 2017).
3.4	Certificate of Designation for Series B Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on August 31, 2017).
3.5	Certificate of Designation for Series C Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on November 3, 2017).
3.6	Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation, dated April 25, 2019 (incorporated by reference to Exhibit 3.1 of the Company's Form 8-K filed on April 26, 2019).
4.1	Form of Certificate of the Registrant’s Common Stock (incorporated by reference to Exhibit 4 of the Registrant’s Registration Statement on Form S-1 (Registration No. 333-32174) filed on March 10, 2000).
4.2	Description of Securities of the Registrant (incorporated by reference to Exhibit 4.7 of the Registrant’s Form 10-K filed on March 27, 2020).
5.1*	Opinion of Goodwin Procter LLP.
23.1*	Consent of Marcum LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on signature page).
99.1	Amended and Restated 2017 Stock Option and Incentive Plan (incorporated by reference to Annex B of the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 29, 2021).
107*	Filing Fee Table

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Haven, State of Connecticut, on the 30th day of March, 2023.

Precipio, Inc.

By: /s/ Ilan Danieli

Ilan Danieli

Chief Executive Officer

(Principal Executive Officer)

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Ilan Danieli and Matthew Gage as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the date indicated.

Signature	Title	Date
/s/ Ilan Danieli	Director and Chief Executive Officer	March 30, 2023
Ilan Danieli	(Principal Executive Officer)
/s/ Matthew Gage	Interim Chief Financial Officer	March 30, 2023
Matthew Gage	(Principal Financial and Accounting Officer)
/s/ Richard Sandberg	Chairman of the Board of Directors	March 30, 2023
Richard Sandberg
/s/ Kathleen Laporte		March 30, 2023
	Director
Kathleen Laporte
/s/ Ronald Andrews		March 30, 2023
	Director
Ronald Andrews
/s/ Douglas Fisher, M.D.	Director	March 30, 2023
Douglas Fisher, M.D.
/s/ Jeffrey Cossman, M.D.	Director	March 30, 2023
Jeffrey Cossman, M.D.
/s/ David Cohen	Director	March 30, 2023
David Cohen

EX-5.1

Exhibit 5.1

  Goodwin Procter llp The New York Times Building 620 Eighth Avenue New York, NY 10018   goodwinlaw.com +1 212 813 8800

March 30, 2023

Precipio, Inc.

4 Science Park

New Haven, CT 06511

Re:      Securities Being Registered under Registration Statement on Form S-8

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 4,590,122 shares (the “Shares”) of Common Stock, $0.01 par value per share (“Common Stock”), of Precipio, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Precipio, Inc. Amended and Restated 2017 Stock Option and Incentive Plan (the “Plan”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

EX-23.1

Exhibit 23.1

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in the Registration Statement of Precipio, Inc. on Form S-8 file nos. 333-222819, 333-41714, 333-69334, 333-13999, 333-71866, 333-196712 and 333-221804, and Form S-3 file nos. 333-200313, 333-201907, 333-205793, 333-209111, 333-209112, 333-229525 and 333-237445, of our report dated March 30, 2023, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements of Precipio, Inc. as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021, which report is included in this Annual Report on Form 10-K of Precipio, Inc. for the year ended December 31, 2022.

/s/ Marcum llp

New Haven, CT

March 30, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Precipio, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Precipio, Inc. Amended and Restated 2017 Stock Option and Incentive Plan   Common stock, $0.01 par value per share	457(c) and 457(h)	4,590,122(2)	$0.64(3)	$2,937,678.08	$0.00011020	$323.73
Total Offering Amounts					$2,937,678.08		$323.73
Total Fee Offsets							$0
Net Fee Due							$323.73

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s common stock.
(2)	Represents (A) an automatic increase of shares of common stock, $0.01 par value per share (“Common Stock”) pursuant to certain evergreen provisions of the Precipio, Inc. Amended and Restated 2017 Stock Option and Incentive Plan (the “Plan”), including (1) 114,937 shares of Common Stock that were automatically added to the Plan, effective January 1, 2019, (2) 394,905 shares of Common Stock that were automatically added to the Plan, effective January 1, 2020, (3) 878,845 shares of Common Stock that were automatically added to the Plan, effective January 1, 2021, (4) 1,135,422 shares of Common Stock that were automatically added to the Plan, effective January 1, 2022, and (5) 1,141,013 shares of Common Stock that were automatically added to the Plan, effective January 1, 2023; and (B) 925,000 shares of Common Stock that were added to the Plan pursuant to Amendment No. 1 to the Plan. Other shares of Common Stock available for issuance under the Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on February 1, 2018 (File No. 333-222819) and November 29, 2017 (File No. 333-221804).
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Registrant’s Common Stock, as quoted on The Nasdaq Capital Market, on March 24, 2023, 2023.