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.

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.

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…

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.

Changes in Registrant’s Certifying Accountant. (a) Resignation of Independent Registered Public Accounting Firm On November 1, 2024, CBIZ CPAs P.C. (“CBIZ”) acquired the attest business of Marcum LLP (“Marcum”). On April 9, 2025, Marcum informed Precipio Inc (the “Company”) that Marcum resigned as the Company’s independent registered public accounting firm as a result of such acquisition. The audit report of Marcum on the Company’s consolidated financial statements as of and for the fiscal ye…

The filing describes the grant of stock options to certain officers as part of an annual long-term incentive equity program.

The filing describes a stock option repricing for employees and directors, not a management change.

Entry into a Material Definitive Agreement. On May 1, 2024, Precipio, Inc. (the “Company”) entered into a Business Loan and Security Agreement (the “Loan Agreement”), by and between the Company, as borrower, and Altbanq Lending LLC., as lender (the “Lender”) pursuant to which the Company obtained a loan from the Lender in the principal amount of $250,000, which includes origination fees of $3,750 (the “Loan”). According to the Loan Agreement, the Company granted the Lender a continuing securi…

Regulation FD Disclosure. On May 6, 2024, the Company issued a press release announcing the Loan Agreement A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements, including within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not rela…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Reference is made to the disclosure under

Termination of a Material Definitive Agreement. On April 30, 2024, Precipio Inc. (“Precipio”) terminated the Factoring Agreement with Culain Capital Funding, LLC, dated March 23, 2023 (the “Factoring Agreement”). Precipio did not incur any early termination penalties in connection with the termination of the Factoring Agreement. 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 undersigne…

Director — Douglas Fisher: Douglas Fisher resigned as a director and became an observer, while Christina Valauri was appointed to fill the vacancy.

Regulation FD Disclosure. On September 21, 2023, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements, including within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K tha…

Entry into a Material Definitive Agreement. On June 8, 2023, Precipio, Inc., a Delaware corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”) with certain institutional investors (the “ Purchasers ”), pursuant to which the Company agreed to issue and sell to the Purchasers, in a registered direct offering (the “ Registered Direct Offering ”), an aggregate of: (i) 4,125,000 shares (the “ Shares ”) of the Company’s common stock, $0.01 par value…

The Common Warrants and shares of Common Stock underlying the Common Warrants have not been registered under the Securities Act, pursuant to the Registration Statement and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.

Other Events. The Company issued a press release announcing the Offering on June 8, 2023. A copy of those press releases are attached hereto as Exhibit 99.1 and is incorporated herein by reference. Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements related to the Offering, the amount of proceeds expected from the Offer…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on October 28, 2022, Precipio, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price for our common stock had been below $1.00 for the previous 30 consecutive business days, and that we were therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasda…

Other Events Forward-Looking Statements To the extent that statements in this Current Report on Form 8-K are not strictly historical, all such statements are forward-looking, and are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. The terms “expect,” “anticipate,” “believe,” “estimate,” “project,” “may,” “plan,” “will,” “would,” “should” and “intend,” and other words or phrases of similar import are intended to identify forward-looking stat…

Entry into Material Definitive Agreement At The Market Offering Agreement On April 14, 2023, Precipio, Inc. (the “Company”) entered into a Sales Agreement with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant to which the Company may offer and sell from time to time shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”) to or through A.G.P., as sales agent (the “Sales Agreement”), in an “at the market offering” (as defined in Rule 415(a)(4) under the Sec…