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