Precipio (PRPO) terminates A.G.P. at-the-market stock sales agreement

Rhea-AI Filing Summary

Precipio, Inc. filed a current report to disclose that it has terminated its Sales Agreement with A.G.P./Alliance Global Partners covering an at-the-market offering program for its common stock, effective September 2, 2025. After this termination, Precipio can no longer sell additional shares under that agreement.

From April 14, 2023 through September 2, 2025, the company sold 11,847 shares of common stock under the program, generating net proceeds of approximately $0.1 million after commissions and offering expenses. Precipio also issued a press release announcing the termination.

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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): September 3, 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 1.02 Termination of a Material Definitive Agreement

As previously disclosed, on April 14, 2023, Precipio, Inc. (the “Company”) entered into that certain Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant to which the Company could offer and sell through or to AGP, as sales agent, shares of its common stock, par value $0.01 per share (the “Common Stock”), in sales deemed to be an “at the market offering” (as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended). Effective as of September 2, 2025, the Company terminated the Sales Agreement.

Following the termination of the Sales Agreement, the Company may not offer or sell any additional shares of Common Stock under the Sales Agreement. From April 14, 2023 to September 2, 2025, the Company sold 11,847 shares of Common Stock pursuant to the Sales Agreement for net proceeds of $0.1 million, after deducting commissions and offering expenses.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed as Exhibit 1.1 to the Company’s 8-K filed with the Securities and Exchange Commission on April 17, 2023, and is incorporated by reference herein.

A copy of the press release announcing termination of the Sales Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1	Press Release issued by Precipio, Inc. on September 3, 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: September 3, 2025

FAQ

What did Precipio (PRPO) announce in its latest 8-K filing?

Precipio announced it has terminated its at-the-market Sales Agreement with A.G.P./Alliance Global Partners, effective September 2, 2025. The company will no longer sell common stock under this program and issued a press release explaining the termination.

How many shares did Precipio (PRPO) sell under the A.G.P. at-the-market program?

Precipio sold 11,847 shares of common stock under the Sales Agreement with A.G.P. from April 14, 2023 to September 2, 2025. These sales generated approximately $0.1 million in net proceeds after deducting commissions and offering-related expenses.

How much cash did Precipio (PRPO) raise through the terminated ATM program?

Precipio raised net proceeds of about $0.1 million through its at-the-market Sales Agreement with A.G.P. This amount reflects cash received after commissions and offering expenses for the 11,847 shares of common stock sold over the program’s duration.

When did Precipio’s at-the-market Sales Agreement with A.G.P. end?

The Sales Agreement between Precipio and A.G.P./Alliance Global Partners was terminated effective September 2, 2025. After that date, Precipio may not offer or sell any additional shares of its common stock under this particular at-the-market program.

Who was Precipio’s sales agent under the terminated at-the-market program?

A.G.P./Alliance Global Partners served as sales agent under Precipio’s at-the-market Sales Agreement. Through this arrangement, A.G.P. could sell shares of Precipio’s common stock into the market on the company’s behalf before the agreement was terminated on September 2, 2025.

Did Precipio (PRPO) issue a press release about the ATM termination?

Yes. Precipio issued a press release announcing the termination of its Sales Agreement with A.G.P., dated September 3, 2025. This press release is included as Exhibit 99.1, providing investors with additional details about the end of the at-the-market program.