4//SEC Filing
Rimer Mark 4
Accession 0000899243-17-022141
CIK 0001043961other
Filed
Sep 14, 8:00 PM ET
Accepted
Sep 15, 4:30 PM ET
Size
42.6 KB
Accession
0000899243-17-022141
Insider Transaction Report
Form 4
Precipio, Inc.PRPO
Rimer Mark
Director10% Owner
Transactions
- Conversion
Common Stock
2017-08-28+59,858→ 340,913 total(indirect: By LLC) - Conversion
Series A Senior Convertible Preferred Stock
2017-08-28$3.74/sh−59,858$223,647→ 0 total(indirect: By LLC)→ Common Stock (59,858 underlying) - Other
8% Convertible Promissory Note
2017-09-06$311241.00/sh+83,301$25,926,686,541→ 83,301 total(indirect: By LLC)Exercise: $3.74→ Common Stock or Series A Senior Convertible Preferred Stock - Conversion
Common Stock
2017-08-28+177,128→ 601,398 total(indirect: By LLC) - Conversion
Common Stock
2017-09-08+124,496→ 124,496 total(indirect: By LLC) - Other
Series A Senior Convertible Preferred Stock
2017-08-28+776→ 59,858 total(indirect: By LLC)→ Common Stock (776 underlying) - Other
Series A Senior Convertible Preferred Stock
2017-08-28+2,299→ 177,128 total(indirect: By LLC)→ Common Stock (2,299 underlying) - Conversion
Series A Senior Convertible Preferred Stock
2017-08-28$3.74/sh−177,128$661,803→ 0 total(indirect: By LLC)→ Common Stock (177,128 underlying) - Award
Warrant to Purchase Common Stock
2017-08-28+29,541→ 29,541 total(indirect: By LLC)Exercise: $10.00From: 2017-09-01Exp: 2022-09-01→ Common Stock (29,541 underlying) - Award
Offering Warrant to Purchase Common Stock
2017-09-08+124,496→ 124,496 total(indirect: By LLC)Exercise: $10.00From: 2017-08-28Exp: 2022-08-28→ Common Stock (124,496 underlying) - Conversion
8% Convertible Promissory Note
2017-09-08$75000.00/sh−20,073$1,505,475,000→ 0 total(indirect: By LLC)Exercise: $3.74→ Common Stock or Series A Senior Convertible Preferred Stock (20,073 underlying) - Award
Offering Warrant to Purchase Common Stock
2017-09-08+85,476→ 85,476 total(indirect: By LLC)Exercise: $10.00From: 2017-08-28Exp: 2022-08-28→ Common Stock (85,476 underlying) - Conversion
Common Stock
2017-09-08+85,476→ 686,874 total(indirect: By LLC) - Award
Warrant to Purchase Common Stock
2017-08-28+87,414→ 87,414 total(indirect: By LLC)Exercise: $10.00From: 2017-09-01Exp: 2022-09-01→ Common Stock (87,414 underlying) - Conversion
8% Convertible Promissory Note
2017-09-08$311241.00/sh−83,301$25,926,686,541→ 0 total(indirect: By LLC)Exercise: $3.74→ Common Stock or Series A Senior Convertible Preferred Stock
Footnotes (10)
- [F1]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.
- [F10]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.
- [F2]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.
- [F3]The Reporting Person is a managing member of Chenies Investor LLC.
- [F4]The Reporting Person is a managing member of Chenies Management LLC.
- [F5]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.
- [F6]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").
- [F7](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.
- [F8]The Reporting Person is a managing member of Kuzven Precipio Investor LLC.
- [F9]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.
Documents
Issuer
Precipio, Inc.
CIK 0001043961
Entity typeother
Related Parties
1- filerCIK 0001709016
Filing Metadata
- Form type
- 4
- Filed
- Sep 14, 8:00 PM ET
- Accepted
- Sep 15, 4:30 PM ET
- Size
- 42.6 KB