DEFA14A 1 tv496585_defa14a.htm DEFA14A






Washington, D.C. 20549



(Rule 14a-101)




Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )


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Filed by a Party other than the Registrant ¨


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¨ Preliminary Proxy Statement
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¨ Definitive Proxy Statement
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¨ Soliciting Material Pursuant to § 240.14a-12



(Name of Registrant as Specified In Its Charter)


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Date of report (Date of earliest event reported): June 15, 2018



(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)
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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 8.01. Other Events.


On June 15, 2018, Precipio Inc. (the "Company") issued a press release (the "Press Release") announcing that the Company’s 2018 Annual Meeting of Shareholders, originally scheduled for 9:30 a.m. Eastern Time on Friday, June 15, 2018 at the offices of the Company, 4 Science Park, New Haven, CT 06511, was adjourned due to the fact that shareholders entitled to cast 50% of the votes at the meeting were not present, in person or by proxy, and thus, a quorum was not present at the meeting to conduct business. The meeting was rescheduled for July 6, 2018 at 10.00 a.m. Eastern Time at the offices of the Company.


A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated into this Current Report on Form 8-K by reference.



Item 9.01. Financial Statements and Exhibits.


  (d) Exhibits


  Exhibit No. Description of Exhibit
  99.1 Press Release dated June 15, 2018.







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.


  By: /s/ Ilan Danieli
  Name: Ilan Danieli
  Title: Chief Executive Officer


Date:  June 15, 2018 










NEW HAVEN, CT, (June 15, 2018) – Specialty diagnostics company Precipio, Inc. (NASDAQ:PRPO), announced today that the Company’s 2018 Annual Meeting of Shareholders, originally scheduled for 9:30 a.m., Eastern Standard Time on Friday, June 15th, 2018 at the offices of the Company at 4 Science Park, New Haven, CT 06511 was adjourned due to the fact that the percentage of shareholders participating in the proxy vote totaled approximately 45%, thereby not reaching the quorum of 50% required to conduct business and approve the measures. The meeting is rescheduled for July 6th, 2018 at 10:00 a.m. Eastern Standard Time at the offices of the Company. Company management noted that of the votes received, all measures requiring a for/against vote received a “For” vote of over 95%.


If you have already voted on your shares you do not need to vote again and we thank you for your support.


“I appreciate the overwhelming shareholder support for the measures put forth by the company, as demonstrated in the affirmative vote of over 95% of voters for these measures,” said Ilan Danieli, CEO of Precipio. “Over the next few weeks, we will be reaching out to additional shareholders through various measures to obtain the necessary additional votes to meet the quorum. The company remains focused on growth and achieving continuous positive results, as have been demonstrated in recent quarters.”


If you have any questions concerning the 2018 Annual Meeting and you are the stockholder of record of your shares, please contact the company by email at or by phone to (203) 787 7888. If your shares are held by a broker or other nominee (that is, in “street name”), please contact your broker or other nominee for questions concerning the 2018 Annual Meeting.



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, such as the Yale School of Medicine and Harvard’s Dana-Farber Cancer Institute, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. For more information, please visit





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 quarterly report on form 10-Q for the quarter ended March 31, 2018 and on the 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.



Additional Information and where to find it


The Company has filed a definitive proxy statement and associated proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Annual Meeting of Shareholders of the Company (the “Annual Meeting”) on May 29, 2018. The Company, its directors, its executive officers and certain other individuals set forth in the definitive proxy statement will be deemed participants in the solicitation of proxies from shareholders in respect of the Annual Meeting. Information regarding the names of the Company’s directors and executive officers and certain other individuals and their respective interests in the Company by security holdings or otherwise is set forth in the Company’s quarterly report on form 10-Q for the quarter ended March 31, 2018 and on the Annual Report on Form 10-K for the year ended December 31, 2017, has been included in the definitive proxy statement filed with the SEC on May 29, 2019. Details containing the nominees of the Company’s Board of Directors for election at the 2018 Annual Meeting of Shareholders are included in the definitive proxy statement. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING PROXY CARD, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The Company’s definitive proxy statement and a form of proxy have been mailed to shareholders of the Company. Investors and shareholders can obtain a copy of the documents filed by the Company with the SEC, including the definitive proxy statement, free of charge by visiting the SEC’s website, The Company’s shareholders can also obtain, without charge, a copy of the definitive proxy statement and other relevant filed documents when available from the Company’s website at