PRE 14A proxy....
To Our Stockholders:
Notice is hereby given that a special meeting of stockholders (the “Special Meeting”) of Precipio, Inc., a Delaware corporation (the “Company” or “Precipio”), will be held at the Company’s principal executive offices, 4 Science Park, New Haven, CT 06511, on December 20, 2018, at 10:00 a.m. (local time), for the following purposes (which are more fully described in the proxy statement, which is attached hereto and made a part of this Notice):
1. To approve an amendment to Company’s Third Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 150,000,000 shares to 250,000,000 shares (“Proposal One -Authorized Stock Increase Proposal”).
2. To authorize the Company’s Board of Directors to, in its discretion, to amend the Company’s Third Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-30, with the exact ratio to be set within that range at the discretion of our Board of Directors at any time prior to December 20, 2019 without further approval or authorization of our stockholders (“Proposal Two - Reverse Split Proposal”). The Board of Directors may alternatively elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion.
3. To approve, for purposes of complying with applicable NASDAQ Listing Rules, the potential issuance and sale of more than 20% of the Company’s common stock pursuant to the Company’s purchase agreement with Lincoln Park Capital Fund LLC (“LPC”) pursuant to which LPC has agreed to purchase from us, from time to time, up to $10,000,000 of our common stock , (the “LPC Transaction”) (“Proposal Three - Nasdaq Limit Proposal in relation to the LPC Transaction”).
4. To approve for purposes of complying with applicable NASDAQ Listing Rules the potential issuance of more than 20% of the Company’s common stock which may be issued by the Company to certain investors in connection with an amendment of the terms of that certain securities purchase agreement dated April 20, 2018 (the “Agreement”) pursuant to which the Company issued $3,296,703 in 8% Senior Secured Convertible Promissory Notes, and to permit the Company to amend and restate the Agreement to allow for the potential issuance of up to $2,000,000 of additional notes (the “Convertible Note Transaction”) (“Proposal Four - Nasdaq Limit Proposal in relation to the Convertible Note Transaction”) .
5. To approve, for purposes of complying with applicable NASDAQ Listing Rules, the potential issuance of more than 20% of the Company’s common stock to certain of the Company’s creditors and/or claimholders in exchange for cancellation of existing indebtedness (“Proposal Five - Settlement Issuances Transaction”).
6. To approve, for purposes of complying with applicable NASDAQ Listing Rules, the issuance of more than 20% of the Company’s issued and outstanding common stock in a certain offering (“Proposal Six – Certain Offering Issuance”)
7. To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt certain of the above proposals (“Proposal Seven – Adjournment”);
8. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
