0001140361-17-027006.txt : 20170703
0001140361-17-027006.hdr.sgml : 20170703
20170703171931
ACCESSION NUMBER: 0001140361-17-027006
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170629
FILED AS OF DATE: 20170703
DATE AS OF CHANGE: 20170703
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Precipio, Inc.
CENTRAL INDEX KEY: 0001043961
STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826]
IRS NUMBER: 911789357
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 12325 EMMET ST
CITY: OMAHA
STATE: NE
ZIP: 68164
BUSINESS PHONE: 4027385480
MAIL ADDRESS:
STREET 1: 12325 EMMET STREET
CITY: OMAHA
STATE: NE
ZIP: 68164
FORMER COMPANY:
FORMER CONFORMED NAME: TRANSGENOMIC INC
DATE OF NAME CHANGE: 20000119
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KIRK RANDAL J
CENTRAL INDEX KEY: 0001091823
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36439
FILM NUMBER: 17945849
MAIL ADDRESS:
STREET 1: 1881 GROVE AVENUE
CITY: RADFORD
STATE: VA
ZIP: 24141
4
1
doc1.xml
FORM 4
X0306
4
2017-06-29
0
0001043961
Precipio, Inc.
TBIO
0001091823
KIRK RANDAL J
C/O THIRD SECURITY, LLC
1881 GROVE AVENUE
RADFORD
VA
24141
0
0
1
0
Common Stock
2017-06-29
4
C
0
141052
15.00
A
215394
I
by Senior Staff 2008
Common Stock
2017-06-29
4
C
0
2862
A
218256
I
by Senior Staff 2008
Common Stock
2017-06-29
4
C
0
141052
15.00
A
189173
I
by Staff 2010
Common Stock
2017-06-29
4
C
0
1431
A
190604
I
by Staff 2010
Common Stock
2017-06-29
4
C
0
70526
15.00
A
107697
I
by Incentive 2010
Common Stock
2017-06-29
4
C
0
1431
A
109128
I
by Incentive 2010
Common Stock
2017-06-29
4
C
0
1431
A
27651
I
by Staff 2014
Convertible Promissory Note
15.00
2017-06-29
4
C
0
2115784
D
Common Stock
141052
141052
I
by Senior Staff 2008
Convertible Promissory Note
3.74
2017-06-29
4
C
0
1200000
D
Series A Senior Convertible Preferred Stock
321170
321170
I
by Senior Staff 2008
Series A Senior Convertible Preferred Stock
2017-06-29
4
P
0
321170
3.74
A
2017-06-29
Common Stock
321170
321170
I
by Senior Staff 2008
Series A-1 Convertible Preferred Stock
2017-06-29
4
C
0
85882
D
Common Stock
2862
0
I
by Senior Staff 2008
Convertible Promissory Note
15.00
2017-06-29
4
C
0
2115784
D
Common Stock
141052
141052
I
by Staff 2010
Convertible Promissory Note
3.74
2017-06-29
4
C
0
1200000
D
Series A Senior Convertible Preferred Stock
321170
321170
I
by Staff 2010
Series A Senior Convertible Preferred Stock
2017-06-29
4
P
0
321170
3.74
A
2017-06-29
Common Stock
321170
321170
I
by Staff 2010
Series A-1 Convertible Preferred Stock
2017-06-29
4
C
0
42941
D
Common Stock
1431
0
I
by Staff 2010
Convertible Promissory Note
15.00
2017-06-29
4
C
0
1057892
D
Common Stock
70526
70526
I
by Incentive 2010
Convertible Promissory Note
3.74
2017-06-29
4
C
0
600000
D
Series A Senior Convertible Preferred Stock
160585
160585
I
by Incentive 2010
Series A Senior Convertible Preferred Stock
2017-06-29
4
P
0
160585
3.74
A
2017-06-29
Common Stock
160585
160585
I
by Incentive 2010
Series A-1 Convertible Preferred Stock
2017-06-29
4
C
0
42941
D
Common Stock
1431
0
I
by Incentive 2010
Series A-1 Convertible Preferred Stock
2017-06-29
4
C
0
42941
D
Common Stock
1431
0
I
by Staff 2014
In connection with the merger between Transgenomic, Inc. and Precipio Diagnostics, LLC, effective June 29, 2017 (the "Merger"), the Convertible Promissory Notes (the "Notes") held by Third Security Senior Staff 2008 LLC ("Senior Staff 2008"), Third Security Staff 2010 LLC ("Staff 2010") and Third Security Incentive 2010 LLC ("Incentive 2010"), in the principal amount of $7.243 million, plus $1.026 million of accrued interest, became convertible and were converted into 352,630 shares of common stock of the issuer and 802,925 shares of Series A Senior Convertible Preferred Stock ("New Preferred Stock") of the issuer, with each entity receiving the respective number of shares set forth in Table II. The maturity date of the Notes was November 1, 2017.
The New Preferred Stock is convertible at the discretion of the holder into shares of issuer common stock on a 1-for-1 basis, with no expiration date.
In connection with the Merger, the indicated shares represent the number of shares received upon conversion of the issuer's Series A-1 Convertible Preferred Stock into shares of common stock, on a 1-for-1 basis. The Shares of Series A-1 Convertible Preferred Stock were immediately exercisable and had no expiration date.
The indicated number of common shares is reflective of a 1-for-30 reverse stock split effected by the issuer on June 13, 2017.
Randal J. Kirk controls each of Senior Staff 2008, Staff 2010, Incentive 2010 and Staff 2014. Shares held by these entities may be deemed to be beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) by Mr. Kirk. Mr. Kirk disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
/s/ Randal J. Kirk
2017-07-03