PRECIPIO, INC. (NASDAQ: PRPO) Files An 8-K Entry into a Material Definitive AgreementItem 9.01
As previously disclosed in the Company’s Form 8-K filed on April 23, 2018 and amended on April 26, 2018 Precipio, Inc (“the Company”) entered into a securities purchase agreement (the “Agreement”) with certain investors (the “Investors”), to which the Company may issue up to approximately $3,296,703.30 in Senior Secured Convertible Promissory Notes with 50% common stock warrant coverage (the “Transaction”). The Transaction consists of unregistered Senior Secured Convertible Notes (the “Notes”), bearing interest at a rate of 8.00% annually and an original issue discount of 9%. As part of the Transaction, the Investors also received warrants to purchase Common Stock of the Company (the “Warrants”) that provided the Investors with the right to purchase 50% coverage shares of the Company’s common stock exercisable at a 150% premium to the conversion price on the initial closing date.
On November 29, 2018, the Company entered into an amendment and restatement agreement (the “Amendment Agreement”) amending and restating the terms of the Agreement (the “Extended Transaction”). The Amendment Agreement provides for the issuance of up to $1,318,681.32 of additional Notes together with applicable warrants (the “Additional Notes and Warrants”), in one more tranches, on substantially the same terms and conditions as the notes and warrants granted in connection with the Transaction, subject to certain adjustment to their terms. The Additional Notes and Warrants shall be purchased no later than December 31, 2018, and were subscribed for by the Investors that previously participated in Transaction as well as new investors, including two members of Board of Directors of the Company.
The closing of the Extended Transaction provides the Company with $1,200,000 of gross proceeds for the issuance of Notes with an aggregate principal of $1,318,681.32.
On the same date, and in connection with the Transaction, the Company has entered into a letter agreement with two of its directors to which the parties agreed to reprice the total number of 652,723.34 warrants that were issued to the two directors, so that the exercise price of the warrants shall be repriced to $0.50 per share of common stock of the Company.
The foregoing is only a brief description of the material terms of the Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Precipio, Inc. ExhibitEX-10.1 2 tv508354_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT AND RESTATEMENT AGREEMENT This AMENDMENT AND RESTATEMENT AGREEMENT (this “Amendment Agreement”) is made as of November 29,…To view the full exhibit click here
