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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):
July 31, 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 7.01 |
Regulation FD Disclosure |
On July 31, 2025, Precipio,
Inc (the "Company") announced that management will host a Q2-2025 Shareholder Update Call on August 14th, 2025 at 5:00 PM ET.
The call will include updates on all of the company’s current core businesses. A copy of the letter is attached hereto as Exhibit
99.1 and incorporated herein by reference.
The information in this Current Report on Form 8-K, including Exhibit
99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall
it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any
filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof,
regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission
as to the materiality of any such information.
| Item 9.01 | Financial
Statements and Exhibits |
(d) Exhibits
| 99.1 |
Precipio Inc. Press Release July 31, 2025 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: July 31, 2025
