UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 14, 2025

PRECIPIO, INC.
(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)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	PRPO	Nasdaq Capital Market

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January 14, 2025 , the Compensation Committee (the “Committee”) of the Board of Directors of Precipio, Inc. (the “Company”) granted certain options (the “Options”) to officers of the Company as part of the Company’s annual long term incentive equity grants, including Ilan Danieli, Ayman Mohamed, Ahmed Zaki Sabet and Matthew Gage (the “Grant”). The Options were granted pursuant to the Company’s Amended & Restated Stock Option and Inventive Plan, as amended and vest in their entirety when the 10-day volume-weighted average price of the Company’s common stock exceeds $30.30 per share, which is five times greater than the option exercise price of $6.06, the closing price of the Company’s common stock on January 14, 2025. If the aforementioned performance is not met, the Options will not vest. The Options are expire on January 14, 2035. The Company granted an aggregate of 34,000 options to the officers of the Company.

The following table sets fort the Options grants to the Company’s names executive officers and Chief Financial Officer:

Name	Total Options
Ilan Danieli	8,000
Ayman Mohamed	6,000
Ahmed Zaki Sabet	6,000
Matthew Gage	4,000

SIGNATURE

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.

	PRECIPIO, INC.

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

Date: January 21, 2025

Precipio Inc. filed SEC Form 8-K: Leadership Update