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): May 14, 2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2.02 Results of Operations and Financial Conditions.

On May 14, 2018, the Company issued a press release announcing its preliminary, unaudited revenue for the first quarter of 2018. A copy of the press release issued by the Company is furnished as Exhibit 99.1 to this report.

The information in this Current Report on Form 8-K furnished under this Item 2.02 including Exhibit 99.1 is furnished and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Exchange Act or under the Securities Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 14, 2018

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: May 14, 2018

EX-99.1

Exhibit 99.1

 

Precipio Announces Preliminary Q1 2018 Year-over-Year Revenue Increase of 286%

Growth resulting from commercial team reorganization, product and service cross-selling, and increased business stabilization

NEW HAVEN, CT, (May 14^th, 2018) – Specialty diagnostics company Precipio, Inc. (NASDAQ:PRPO), announces preliminary, unaudited 1^st quarter 2018 revenues of approximately $712,000, representing a 286% increase from the same quarter in the prior year.

Drivers of revenue growth that have been completed in Q1 2018 include:

● a restructured and expanded sales staff, including a new VP of sales, and sales reps with years of directly relevant industry sales experience

● dedication of separate sales infrastructure to pathology services and ICE COLD PCR™ (ICP) / Pharma projects

● increased cross-selling of pathology services with ICP lung cancer treatment resistance panel as well as others

The sequential decrease from Q4 2017’s revenues was due to that quarter’s catch up of backlog resulting from prior months’ lab closing and relocation from Omaha to our headquarters in New Haven, CT. Q1 2018 revenues represent what we feel is a more normalized growth trend resulting from the stabilization of operations following a year of financial and corporate restructuring.

“With the completion of our sales reorganization and increasing business stabilization, we are focused on aggressively capturing market share with our disruptive diagnostic products and services,” commented Ilan Danieli, CEO. “The growth we are experiencing in Q1 reflects the strides being made by our sales team and the improved business activity resulting from our initiatives.”

About Precipio

Precipio has built a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Through its collaborations with world-class academic institutions specializing in cancer research, diagnostics and treatment, initially the Yale School of Medicine, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. For more information, please visit www.precipiodx.com.

Disclaimer

The financial data for the quarter ended March 31, 2017 set forth above is preliminary and is based on information available to management as of the date of this press release and is subject to completion by management of Precipio’s financial statements. Precipio’s independent registered public accountants have not audited, reviewed or performed any procedures with respect to such preliminary financial data and accordingly do not express an opinion or any other form of assurance with respect thereto.

 Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements,” within the meaning of federal securities laws, including statements related to ICP technology, including other financial projections and potential market opportunity, plans and prospects and other statements containing the words “anticipate,” “intend,” “may,” “plan,” “predict,” “will,” “would,” “could,” “should,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. Factors that could cause future results to materially differ from the recent results or those projected in forward-looking statements include the known risks, uncertainties and other factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, the Company’s prior filings and from time to time in the Company’s subsequent filings with the Securities and Exchange Commission. Any change in such factors, risks and uncertainties may cause the actual results, events and performance to differ materially from those referred to in such statements. All information in this press release is as of the date of the release and the Company does not undertake any duty to update this information, including any forward-looking statements, unless required by law.

Inquiries

investors@precipiodx.com

+1-203-787-7888