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): ~~August~~September 183, 2025

PRECIPIO, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware		001-36439		91-1789357
(State of Incorporation)		(Commission File Number)		(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	PRPO	Nasdaq Capital Market

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

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 71.0102 ~~Regulation~~Termination FDof ~~Disclosure~~a Material Definitive Agreement

OnAs ~~August~~previously 18disclosed, ~~2025~~on April 14, 2023, Precipio, Inc. ~~posted~~(the an“Company”) ~~updated~~entered ~~version~~into ofthat ~~its~~certain ~~investor presentation~~Sales onAgreement (the ~~Company’s~~“Sales ~~investor~~Agreement”) ~~relations~~with ~~website at https://www~~A.~~precipiodx~~G.~~com/wp-content/uploads/2025/08/prpodeck2025~~P.~~pdf.~~/Alliance ~~The~~Global ~~updated~~Partners ~~investor~~(“A.G.P.”), ~~presentation~~pursuant ~~supersedes~~to which the ~~version~~Company ~~furnished~~could onoffer ~~June~~and 13sell through or to AGP, ~~2022.~~as Asales ~~copy~~agent, shares of its common stock, par value $0.01 per share (the ~~updated~~“Common ~~presentation~~Stock”), isin ~~furnished~~sales asdeemed to be an “at the market offering” ~~Exhibit~~(as ~~99.1~~defined toin ~~this~~Rule ~~Current~~415(a)(4) ~~Report~~promulgated onunder ~~Form~~the ~~8-K~~Securities ~~and~~Act isof ~~incorporated~~1933, ~~herein~~as byamended). ~~reference~~Effective as of September 2, 2025, the Company terminated the Sales Agreement.

~~The~~Following ~~information~~the intermination ~~this~~of ~~Current~~the ~~Report~~Sales ~~on Form 8-K~~Agreement, ~~including Exhibit~~ ~~99.1~~the ~~attached~~Company ~~hereto,~~may ~~is being furnished and shall~~ not beoffer ~~deemed~~or ~~“filed”~~sell ~~for~~any ~~the~~additional ~~purposes~~shares of ~~Section~~Common 18Stock ofunder the ~~Securities Exchange~~Sales ~~Act~~Agreement. ofFrom ~~1934,~~April ~~as amended (the “Exchange Act”)~~14, or2023 ~~otherwise subject~~ to ~~the~~September ~~liabilities of that Section~~2, ~~nor shall~~ ~~it be deemed subject to the requirements of amended Item 10 of Regulation S-K~~2025, ~~nor shall it be deemed incorporated by reference into any filing of~~ the Company ~~under~~sold ~~the~~11,847 ~~Securities~~shares ~~Act~~ of ~~1933,~~Common asStock ~~amended,~~pursuant orto the ~~Exchange~~Sales ~~Act,~~Agreement ~~whether~~for ~~made~~net ~~before~~proceeds ~~or after the date hereof, regardless~~ of ~~any general incorporation language in such filing~~$0.1 ~~The~~million, ~~furnishing~~after ~~of this information hereby shall not be deemed an admission~~deducting ascommissions toand ~~the~~offering ~~materiality of any such information~~expenses.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed as Exhibit 1.1 to the Company’s 8-K filed with the Securities and Exchange Commission on April 17, 2023, and is incorporated by reference herein.

A copy of the press release announcing termination of the Sales Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

99.1	~~Investor~~Press ~~Presentation~~Release issued by Precipio, ~~dated~~Inc. ~~August~~on 18September 3, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: ~~August~~ 18September 3, 2025

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