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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):
November 10, 2026
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 2.02 |
Results of Operations and Financial Condition |
On November 10, 2026, Precipio, Inc. (the
“Company”) issued a press release announcing its financial results for the second quarter that ended September 30, 2026. A
copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this contained in Item
2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed”
for 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 incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
| 99.1 |
Press Release issued by Precipio Inc. on November 10, 2026, furnished herewith. |
| 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: November 10, 2026
Exhibit 99.1

Precipio Announces
Q3-2026 Financial Results
Record quarterly revenue, positive Adjusted EBITDA, and strong operating cash flow - all position Precipio for accelerated future
growth
NEW
HAVEN, CT, Globenewswire – (Nov 10, 2026) - Specialty cancer
diagnostics company Precipio, Inc. (NASDAQ: PRPO) announces third-quarter financial
results for the quarter ending September 30, 2026.
Below
are some of the key financial performance metrics for the Company. For additional results, please see the Company’s Form 10-Q filed
today.
| ● | Revenue
– $7.3M, up 8% year-over-year from $6.8M in Q3-2025 and from $7.0M in Q2-2026. This
comprises $1.0M in product revenue (up 40% year-over-year from $0.7M in Q3-2025, and $0.9M
in Q2-2026), and $6.3M in pathology revenue (up 5% year-over-year from $6.0M in Q3-2025,
and $6.1M in Q2-2026). |
| ● | Adjusted
EBITDA – $0.4M vs. $0.5M in Q3-2025 and $0.4M in Q2-2026. |
| ● | Cash flow
- Cash flow from operations was $0.6M in Q3-2026; total cash increased by $0.5M, resulting
in an end-of-quarter cash balance exceeding $3.5M, vs $2.3M in Q3-2025. |
“In the third
quarter we continued to strengthen our financial position, delivering record revenue while maintaining positive Adjusted EBITDA and generating
cash from operations,” said Ilan Danieli, CEO of Precipio. “Our pathology business continues to provide a strong operational
and financial foundation for growth, while also serving as the clinical development and validation platform for our proprietary diagnostic
products. With more than $3.5 million in cash at quarter-end, we believe we are well positioned to accelerate commercialization of our
existing product portfolio and pursue the significant longer-term growth opportunities ahead of us.”
Additional
information and a more in-depth discussion on the Company’s Q3-2026 performance will be provided in the shareholder call today
at 5 PM ET. The call will include remarks by management on the Company’s core business, followed by a moderated Q&A session.
EBITDA and Adjusted
EBITDA Reconciliation and Explanation
EBITDA (Earnings
Before Interest, Taxes, Depreciation, and Amortization) is a non-GAAP financial measure that is widely used to evaluate operational performance
and pre-tax profitability of emerging growth companies like ours. Management believes Adjusted EBITDA provides investors with a useful
perspective on the Company’s financial performance, particularly where non-cash amortization has an important impact on profitability.
Adjusted EBITDA
as we define it modifies EBITDA by excluding the non-cash costs of employee stock options and unusual non-operating income and expense.
Below is a reconciliation of Net Income, EBITDA and Adjusted EBITDA for the third quarter of 2026 and 2025:

| ($ in millions, unaudited) | |
Q3-26 | | |
Q3-25 | |
| Net income/(loss) (GAAP) | |
$ | 0.0 | | |
$ | (0.1 | ) |
| Adjustments to net income/(loss): | |
| | | |
| | |
| Interest expense, net | |
$ | 0.0 | | |
$ | 0.0 | |
| Income taxes | |
$ | 0.0 | | |
$ | 0.0 | |
| Depreciation | |
$ | 0.1 | | |
$ | 0.1 | |
| Amortization of intangibles | |
$ | 0.2 | | |
$ | 0.3 | |
| EBITDA (non-GAAP) | |
$ | 0.3 | | |
$ | 0.3 | |
| Further Adjustments to EBITDA | |
| | | |
| | |
| Stock-based compensation expense | |
$ | 0.1 | | |
$ | 0.2 | |
| Other significant (income) expenses | |
$ | 0.0 | | |
$ | 0.0 | |
| Adjusted EBITDA (non-GAAP) | |
$ | 0.4 | | |
$ | 0.5 | |
About
Precipio
Precipio
is a healthcare biotechnology company focused on cancer diagnostics. Our mission is to address the pervasive problem of cancer misdiagnoses
by developing solutions in the form of diagnostic products and services. Our products and services deliver higher accuracy, improved
laboratory workflow, and ultimately better patient outcomes, which reduce healthcare expenses. Precipio develops innovative technologies
in our laboratory where we design, test, validate, and use these products clinically, improving diagnostic outcomes. Precipio then commercializes
these technologies as proprietary products that serve the global laboratory community and further scale Precipio’s reach to eradicate
misdiagnosis.
Availability
of Other Information About Precipio
For more information,
please visit the Precipio website at https://www.precipiodx.com/ or follow Precipio on X (formerly Twitter) (@PrecipioDx)
and LinkedIn (Precipio) and on Facebook. Investors and others should note that we communicate with our investors and the
public using our company website (https://www.precipiodx.com), including, but not limited to, company disclosures, investor presentations
and FAQs, Securities and Exchange Commission filings, press releases, public conference call transcripts and webcast transcripts, as
well as on X and LinkedIn. The information that we post on our website or on X or LinkedIn could be deemed to be material information.
As a result, we encourage investors, the media and others interested to review the information that we post there on a regular basis.
The contents of our website or social media shall not be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended.

Forward-Looking
Statements
This press
release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release that do
not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements
regarding the targets set herein and related timing. Except for historical information, statements about future volumes, sales,
growth, costs, cost savings, margins, earnings, earnings per share, diluted earnings per share, cash flows, adjusted EBITDA, plans,
objectives, expectations, growth or profitability and our potential to reach financial independence are forward-looking statements
based on management’s estimates, beliefs, assumptions and projections. Words such as “could,” “may,”
“expects,” “anticipates,” “will,” “targets,” “goals,”
“projects,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “predicts,” and variations on such words, and similar expressions that reflect our current
views with respect to future events and operational, economic and financial performance, are intended to identify such
forward-looking statements. These forward-looking statements are only predictions based on management’s current expectations.
These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors
that may cause our actual results, performance or achievements to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements, including, but not limited to, the important factors discussed
under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and our
other reports filed with the U.S. Securities and Exchange Commission. Any such forward-looking statements represent
management’s estimates as of the date of this press release only. While we may elect to update such forward-looking statements
at some point in the future, except as required by law, we disclaim any obligation to do so, even if subsequent events cause our
views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to
the date of this press release.
Inquiries:
investors@precipiodx.com
+1-203-787-7888
Ext. 523