SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gage Matthew

(Last)

(First)

(Middle)

C/O PRECIPIO, INC.

4 SCIENCE PARK

(Street)

NEW HAVEN

06511

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Precipio, Inc. [ PRPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$213	08/31/2024		D⁽¹⁾			166	⁽²⁾	02/16/2028	Common Stock	166	$0.00⁽¹⁾	0	D
Stock Option (Right to Buy)	$6.56⁽³⁾	08/31/2024		A⁽¹⁾		166		⁽²⁾	02/16/2028	Common Stock	166	$0.00⁽¹⁾	166	D
Stock Option (Right to Buy)	$45	08/31/2024		D⁽¹⁾			133	⁽²⁾	03/18/2029	Common Stock	133	$0.00⁽¹⁾	0	D
Stock Option (Right to Buy)	$6.56⁽³⁾	08/31/2024		A⁽¹⁾		133		⁽²⁾	03/18/2029	Common Stock	133	$0.00⁽¹⁾	133	D
Stock Option (Right to Buy)	$42.8	08/31/2024		D⁽¹⁾			375	⁽²⁾	01/16/2030	Common Stock	375	$0.00⁽¹⁾	0	D
Stock Option (Right to Buy)	$6.56⁽³⁾	08/31/2024		A⁽¹⁾		375		⁽²⁾	01/16/2030	Common Stock	375	$0.00⁽¹⁾	375	D
Stock Option (Right to Buy)	$44.8	08/31/2024		D⁽¹⁾			400	⁽²⁾	10/20/2030	Common Stock	400	$0.00⁽¹⁾	0	D
Stock Option (Right to Buy)	$6.56⁽³⁾	08/31/2024		A⁽¹⁾		400		⁽²⁾	10/20/2030	Common Stock	400	$0.00⁽¹⁾	400	D
Stock Option (Right to Buy)	$42	08/31/2024		D⁽¹⁾			500	⁽²⁾	01/04/2031	Common Stock	500	$0.00⁽¹⁾	0	D
Stock Option (Right to Buy)	$6.56⁽³⁾	08/31/2024		A⁽¹⁾		500		⁽²⁾	01/04/2031	Common Stock	500	$0.00⁽¹⁾	500	D
Stock Option (Right to Buy)	$64.2	08/31/2024		D⁽¹⁾			1,250	⁽²⁾	08/07/2031	Common Stock	1,250	$0.00⁽¹⁾	0	D
Stock Option (Right to Buy)	$6.56⁽³⁾	08/31/2024		A⁽¹⁾		1,250		⁽²⁾	08/07/2031	Common Stock	1,250	$0.00⁽¹⁾	1,250	D
Stock Option (Right to Buy)	$30.8	08/31/2024		D⁽¹⁾			1,000	⁽²⁾	01/11/2032	Common Stock	1,000	$0.00⁽¹⁾	0	D
Stock Option (Right to Buy)	$6.56⁽³⁾	08/31/2024		A⁽¹⁾		1,000		⁽²⁾	01/11/2032	Common Stock	1,000	$0.00⁽¹⁾	1,000	D

Explanation of Responses:

1. On August 30, 2024, the Issuer's Board of Directors approved an option repricing (the "Repricing"), effective as of August 31, 2024 (the "Effective Date"). All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.

2. This stock option award was issued pursuant to the Company's Amended and Restated 2017 Stock Option and Incentive Plan, as amended, (the "2017 Plan") and become exercisable so that 25% of the options shall vest on the first anniversary of the date of grant and, commencing one month thereafter, the remainder shall vest in 36 equal monthly installments subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.

3. The exercise price of the option is $6.56 per share, representing the fair market value per share of the Issuer's Common Stock on the Effective Date; provided that the repriced option will revert to its original exercise price if, prior to the first anniversary of the Effective Date, (a) the Reporting Person's service with the Issuer is terminated by the Issuer with cause or by the Reporting Person or (b) the option is exercised.

	/s/ Gage Matthew	09/06/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 4 filed by Chief Financial Officer Gage Matthew