4/A//SEC Filing
Rimer Mark 4/A
Accession 0000899243-17-023670
CIK 0001043961other
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 4:05 PM ET
Size
10.9 KB
Accession
0000899243-17-023670
Insider Transaction Report
Form 4/AAmended
Precipio, Inc.PRPO
Rimer Mark
Director10% Owner
Transactions
- Award
Offering Warrant to Purchase Common Stock
2017-09-08+124,496→ 124,496 total(indirect: By LLC)Exercise: $3.00From: 2017-08-28Exp: 2022-08-28→ Common Stock (124,496 underlying) - Award
Offering Warrant to Purchase Common Stock
2017-09-08+85,476→ 85,476 total(indirect: By LLC)Exercise: $3.00From: 2017-08-28Exp: 2022-08-28→ Common Stock (85,476 underlying)
Footnotes (6)
- [F1]Item 2 of Table II on the Form 4 filed by the Reporting Person on September 15, 2017 incorrectly stated the per share exercise price of the Offering Warrant to Purchase Common Stock as $10.00. The correct per share exercise price is $3.00.
- [F2]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").
- [F3](Continued from Footnote 2) 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.
- [F4]The Reporting Person is a managing member of Kuzven Precipio Investor 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]The Reporting Person is a managing member of Chenies Investor LLC.
Documents
Issuer
Precipio, Inc.
CIK 0001043961
Entity typeother
Related Parties
1- filerCIK 0001709016
Filing Metadata
- Form type
- 4/A
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 4:05 PM ET
- Size
- 10.9 KB