UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549










FORM 10-K/A

(Amendment No. 1)










(Mark One)



|                                  |                                                                                         
|--------------------------------- | ----------------------------------------------------------------------------------------
|x                                 | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|                                  | For the fiscal year ended December 31, 2019                                             
|OR                               
| ̈                                 | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                  | For the transition period from  to                                                      
|Commission File Number: 001-36439








PRECIPIO, INC.

(Exact name of registrant as specified
in its charter)






|Delaware                                                      |  | 91-1789357                         
|------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification 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)



|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             | The Nasdaq Stock Market LLC              



Securities registered pursuant to Section 12(g) of
the Act: None










Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes   ̈     
No  x



Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes  ̈     
No x



Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    
No   ̈



Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

Yes  x      No   ̈



Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer | o |  | Accelerated filer         | o
|----------------------- | - |  | ------------------------- | -
|Non-accelerated filer   | x |  | Smaller reporting company | x
|Emerging growth company | o |  |                           |  



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 Acto



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso    No   x



The aggregate market
value of the voting and non-voting common equity held by non-affiliates of the registrant based on the last reported closing price
per share of Common Stock as reported on the Nasdaq Capital Market on the last business day of the registrant’s most recently
completed second quarter was approximately $19.8 million.



As of March 25, 2020,
the number of shares of common stock outstanding was 8,870,129.



DOCUMENTS INCORPORATED
BY REFERENCE



The
Registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders (the “2020 Proxy Statement”) is
incorporated by reference in Part III of this Form 10-K to the extent stated herein. The 2020 Proxy Statement, or an amendment
to this Form 10-K, will be filed with the SEC within 120 days after December 31, 2019. Except with respect to information specifically
incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as a part hereof.


















EXPLANATORY NOTE



This Amendment No. 1 to Annual Report on
Form 10-K/A (this “Amendment”) is being filed by Precipio Inc. (the “Company”) to amend the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was originally filed with the Securities and Exchange
Commission (the “SEC”) on March 27, 2020 (the “Original Filing”).



The Company is filing this Amendment solely
for the purpose of updating Part III, Item 11 - Executive Compensation, which information was previously omitted from the Original
Filing in reliance on General Instruction G(3) to Form 10-K. Accordingly, we hereby amend and replace in its entirety Part III
Item 11 of the Original Filing.



Except
as described above, this Amendment does not reflect events occurring after the date of the Original Filing and does not modify
or update disclosures contained in the Original Filing, including, without limitation, the consolidated financial statements. Accordingly,
this Amendment should be read in conjunction with the Original Filing and with the Company’s other filings with the SEC.
The Company’s internet website and the information contained therein or connected thereto are not incorporated into this
Amendment or the Original Filing.



Part III



Item 11. Executive Compensation







Summary Compensation Table



The following table
sets forth compensation awarded to, paid to or earned by our “named executive officers” for services rendered during
fiscal years 2019 and 2018.



|Name and Principal Position |  | Year |  | Salary ($) |  | Bonus ($) |  | Option Awards ($)(1) |  | All Other Compensation ($)(2) |  | Total ($)
|--------------------------- |  | ---- |  | ---------- |  | --------- |  | -------------------- |  | ----------------------------- |  | ---------
|Ilan Danieli,  (3)          |  | 2019 |  | 250,000    |  | —         |  | 34,000               |  | 13,556                        |  | 297,556  
|Chief Executive Officer     |  | 2018 |  | 250,000    |  | —         |  | 650,000              |  | 13,797                        |  | 913,797  
|Carl R. Iberger,  (4)       |  | 2019 |  | 200,000    |  | —         |  | 34,000               |  | 10,671                        |  | 244,671  
|Chief Financial Officer     |  | 2018 |  | 200,000    |  | —         |  | 195,000              |  | 8,160                         |  | 403,160  
|Ahmed Zaki Sabet,  (5)      |  | 2019 |  | 150,000    |  | 10,000    |  | 34,000               |  | 13,758                        |  | 207,758  
|Chief Operations Officer    |  | 2018 |  | 150,000    |  | —         |  | 178,750              |  | 13,687                        |  | 342,437  
|Stephen Miller, (6)         |  | 2019 |  | 200,000    |  | 36,891    |  | 47,600               |  | 15,323                        |  | 299,814  
|Chief Commercial Officer    |  | 2018 |  | 200,000    |  | —         |  | 97,500               |  | 13,797                        |  | 311,297  



(1)The amounts in this column reflect the aggregate grant date fair value of the stock option awards granted during the
respective fiscal year as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) Topic 718, excluding the effect of estimated forfeitures. The amounts shown may not correspond
to the actual value that may be recognized by the named executive officer. The fair value calculation of options granted during
2019 used the following assumptions: risk free interest rate of 2.47% based on the U.S. Treasury yield in effect at the time of
grant; expected life of six years; and volatility of 133% based on historical volatility of the Company’s common stock
over a time that is consistent with the expected life of the option. For 2018 option grants, the assumptions we used to calculate
fair value are included in Note 13 to our audited financial statements for fiscal 2018, included in our annual report on Form 10-K
for the fiscal year ended December 31, 2018 filed with the SEC on April 16, 2019. Our named executive officers will only realize
compensation to the extent the trading price of our common stock is greater than the exercise price of such stock options on the
date the options are exercised.



(2)Represents health insurance premiums paid by the Company.



(3)Mr. Danieli was appointed our Chief Executive Officer effective as of June 29, 2017. Prior to that, Mr. Danieli was
the Chief Executive Officer of Precipio Diagnostics, Inc. since November 2011. An employment agreement with Mr. Danieli was executed
by the Company and Mr. Danieli on August 7, 2018.



(4)Mr. Iberger was appointed our Chief Financial Officer effective June 29, 2017. Prior to that, Mr. Iberger was the
Chief Financial Officer of Precipio Diagnostics, Inc. since October 1, 2016. An employment agreement with Mr. Iberger was executed
by the Company and Mr. Iberger on August 7, 2018.



(5)Mr. Sabet was appointed our Chief Operations Officer effective June 29, 2017. Prior to that, Mr. Sabet was the Chief
Operations Officer of Precipio Diagnostics, Inc. since November 2011. An employment agreement with Mr. Sabet was executed by the
Company and Mr. Sabet on August 7, 2018.



(6)An employment agreement with Mr. Miller was executed by the Company and Mr. Miller on August 7, 2018.













2019 Grants of Option Plan-Based Awards



The following table
sets forth certain information with respect to grants of plan-based awards in fiscal year 2019 to our named executive officers
and directors. The stock option awards granted in fiscal year 2019 were granted under the Company’s 2017 Stock Option and
Incentive Plan, as amended (the “2017 Plan”). During the year ended December 31, 2019, no other equity awards were
granted to our named executive officers and directors. See the notes below the table for details on option vesting schedules.



|Name                 |  | Grant Date |  | All Other Option Awards:  Number of Securities Underlying Options (#) |  | Exercise or Price of Option Awards ($/sh) (1) |      | Grant Date Fair Value of Option Awards ($) (2)
|-------------------- |  | ---------- |  | --------------------------------------------------------------------- |  | --------------------------------------------- | ---- | ----------------------------------------------
|Ilan Danieli         |  |            |  |                                                                       |  |                                               |      |                                               
|Stock options (3)    |  | 3/18/2019  |  | 16,667                                                                |  |                                               | 2.25 |                                               
|                     |  |            |  |                                                                       |  |                                               |      |                                               
|Carl R. Iberger      |  |            |  |                                                                       |  |                                               |      |                                               
|Stock options (3)    |  | 3/18/2019  |  | 16,667                                                                |  |                                               | 2.25 |                                               
|                     |  |            |  |                                                                       |  |                                               |      |                                               
|Ahmed Zaki Sabet     |  |            |  |                                                                       |  |                                               |      |                                               
|Stock options (3)    |  | 3/18/2019  |  | 16,667                                                                |  |                                               | 2.25 |                                               
|                     |  |            |  |                                                                       |  |                                               |      |                                               
|Stephen Miller       |  |            |  |                                                                       |  |                                               |      |                                               
|Stock options (4)(5) |  | 3/18/2019  |  | 23,334                                                                |  |                                               | 2.25 |                                               



(1)The exercise price of the stock awards represent the fair market value of our common stock on the date of grant as
defined in the 2017 Plan.



(2)The amount in this column reflects the aggregate grant date fair value of each stock award granted in accordance with
ASC 718, excluding the effect of estimated forfeitures. The amounts shown may not correspond to the actual value that may be recognized.
The fair value calculation of options granted during 2019 used the following assumptions: risk free interest rate of 2.47% based
on the U.S. Treasury yield in effect at the time of grant; expected life of six years; and volatility of 133% based on historical
volatility of the Company’s common stock over a time that is consistent with the expected life of the option. Our named executive
officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price
of such stock options on the date the options are exercised.



(3)The award vests over a four year period. Twenty-five percent (25%) of the options vest on the first anniversary of
the grant and thereafter the reminder shall vest by 36 equal monthly installments and so long as the executive officer remains
an employee of the Company or a Subsidiary on such dates.



(4)Includes 6,667 stock options which were performance based and have been forfeited or canceled as of December 31, 2019.



(5)Includes 16,667 stock options which vest over a four year period. Twenty-five percent (25%) of the options vest on
the first anniversary of the grant and thereafter the reminder shall vest by 36 equal monthly installments and so long as the executive
officer remains an employee of the Company or a Subsidiary on such dates.



2









Outstanding Equity Awards at Fiscal 2019
Year-End



The following table
provides certain information concerning outstanding option awards held by our named executive officers as of December 31,
2019.



|                 |  |                         |  | Stock Option Awards (1)                                              
|---------------- |  | ----------------------- |  | ---------------------------------------------------------------------
|Name             |  | Option Award Grant Date |  | Number of Securities Underlying Unexercised Options (#) (Exercisable)
|Ilan Danieli     |  | 9/26/2017               |  |                                                                      
|                 |  | 2/16/2018               |  |                                                                      
|                 |  | 3/18/2019               |  |                                                                      
|Carl Iberger     |  | 9/26/2017               |  |                                                                      
|                 |  | 2/16/2018               |  |                                                                      
|                 |  | 3/18/2019               |  |                                                                      
|Ahmed Zaki Sabet |  | 2/16/2018               |  |                                                                      
|                 |  | 3/18/2019               |  |                                                                      
|Stephen Miller   |  | 11/18/2013              |  |                                                                      
|                 |  | 2/18/2014               |  |                                                                      
|                 |  | 4/1/2014                |  |                                                                      
|                 |  | 4/1/2015                |  |                                                                      
|                 |  | 9/26/2017               |  |                                                                      
|                 |  | 2/16/2018               |  |                                                                      
|                 |  | 3/18/2019               |  |                                                                      



(1) The award vests over a four year period.
Twenty-five percent (25%) of the options vest on the first anniversary of the grant and thereafter the reminder shall vest by 36
equal monthly installments and so long as the executive officer remains an employee of the Company or a Subsidiary on such dates.





Fiscal Year 2019 Option Exercises and
Stock Vested



No
stock options were exercised by any of our named executive officers during fiscal year 2019.



Agreements with Our Named Executive Officers



The Company has entered
into employment agreements with each of Mr. Danieli, Mr. Iberger, Mr. Sabet and Mr. Miller.





3







Employment Agreement
with Mr. Ilan Danieli



On August 7, 2018,
the Company entered into a revised employment agreement with Ilan Danielli, effective as of that date (the “Danieli Employment
Agreement”), in connection with his existing role as Chief Executive Officer of the Company. Pursuant to the Danieli Employment
Agreement, Mr. Danieli will receive an annual salary in the amount of $250,000 per year and will be entitled to participate in
the Company’s health plan and benefits on terms available to other Company employees.



Mr. Danieli is eligible
to receive an annual bonus in accordance with the recommendations made by the Compensation Committee of the Board or a majority
of the independent members of the Board. In addition, Mr. Danieli shall be eligible to receive stock options or other equity incentive
awards in the Company subject to approval of the Compensation Committee of the Board.



In the event of termination
without cause or for good reason (as such terms are defined in the Danieli Employment Agreement), Mr. Danieli shall be entitled
to (i) a lump sum payment equal to 9 months of his base salary in effect at the date of termination, less applicable withholding
(ii) COBRA benefits for a period of 9 months or such period as further described in the Danieli Employment Agreement and (iii)
accelerated vesting of all unvested stock options or equity awards.



Upon death or termination
of employment by virtue of disability, Mr. Danieli (or his estate or beneficiaries as applicable) shall have no right to receive
any compensation or benefit pursuant to the terms of the agreement on and after the effective date of the termination of employment
other than (i) annual salary earned and accrued under the agreement prior to the effective date of termination (ii) earned, accrued
and vested benefits and paid time off under the agreement prior to the effective date of termination, subject to the terms of the
plans applicable thereto (and any applicable laws and regulations); and (iii) reimbursement under the Agreement for expenses incurred
prior to the effective date of termination, subject to the terms of the agreement and the policies applicable thereto.



If a sale event occurs
(as defined in the Danieli Employment Agreement) and the Company, its subsidiaries or a successor entity, as the case may be, terminates
the employment agreement and the employment of Mr. Danieli without cause or Mr. Danieli terminates the agreement and his employment
for good reason, in either case within 12 months following such sale event, then Mr. Danieli shall be entitled to receive Change
of Control Severance as set out in the terms of the agreement.



The description of
the Danieli Employment Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference
to the full text thereof, which was attached as Exhibit 10.1(a) to the Current Report on Form 8-K filed by the Company on August
9, 2018.



Employment Agreement
with Mr. Carl Iberger



On August 7, 2018,
the Company entered into a revised employment agreement with Carl Iberger, effective as of that date (the “Iberger Employment
Agreement”), in connection with his existing role as Chief Financial Officer of the Company. Pursuant to the Iberger Employment
Agreement, Mr. Iberger will receive an annual salary in the amount of $200,000 per year and will be entitled to participate in
the Company’s health plan and benefits on terms available to other Company employees.



Mr. Iberger is eligible
to receive an annual bonus in accordance with the recommendations made by the Compensation Committee of the Board. In addition,
Mr. Iberger shall be eligible to receive stock options or other equity incentive awards in the Company subject to approval of the
Compensation Committee of the Board.



In the event of termination
without cause or for good reason (as such terms are defined in the Iberger Employment Agreement), Mr. Iberger shall be entitled
to (i) a lump sum payment equal to 9 months of his base salary in effect at the date of termination, less applicable withholding
(ii) COBRA benefits for a period of 9 months or such period as further described in the Iberger Employment Agreement and (iii)
accelerated vesting of all unvested stock options or equity awards.





4







Upon death or termination
of employment by virtue of disability, Mr. Iberger (or his estate or beneficiaries as applicable) shall have no right to receive
any compensation or benefit pursuant to the terms of the agreement on and after the effective date of the termination of employment
other than (i) annual salary earned and accrued under the agreement prior to the effective date of termination (ii) earned, accrued
and vested benefits and paid time off under the agreement prior to the effective date of termination, subject to the terms of the
plans applicable thereto (and any applicable laws and regulations); and (iii) reimbursement under the Agreement for expenses incurred
prior to the effective date of termination, subject to the terms of the agreement and the policies applicable thereto.



If a sale event occurs
(as defined in the Iberger Employment Agreement) and the Company, its subsidiaries or a successor entity, as the case may be, terminates
the employment agreement and the employment of Mr. Iberger without cause or Mr. Iberger terminates the agreement and his employment
for good reason, in either case within 12 months following such sale event, then Mr. Iberger shall be entitled to receive Change
of Control Severance as set out in the terms of the agreement.



The description of
the Iberger Employment Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference
to the full text thereof, which is attached hereto as Exhibit 10.1(b) to the Current Report on Form 8-K filed by the Company on
August 9, 2018.



Employment Agreement
with Mr. Ahmed Zaki Sabet



On August 7, 2018,
the Company entered into a revised employment agreement with Ahmed Zaki Sabet, effective as of that date (the “Sabet Employment
Agreement”), in connection with his existing role as Chief Operations Officer of the Company. Pursuant to the Sabet Employment
Agreement, Mr. Sabet will receive an annual salary in the amount of $150,000 per year and will be entitled to participate in the
Company’s health plan and benefits on terms available to other Company employees.



Mr. Sabet is eligible
to receive an annual bonus such amount as shall be determined in the sole discretion of the Chief Executive Officer of the Company
based on recommendation of the Compensation Committee of the Board. In addition, Mr. Sabet shall be eligible to receive stock options
or other equity incentive awards in the Company subject to approval of the Compensation Committee of the Board.



In the event of termination
without cause or for good reason (as such terms are defined in the Sabet Employment Agreement), Mr. Sabet shall be entitled to
(i) a lump sum payment equal to 9 months of his base salary in effect at the date of termination, less applicable withholding (ii)
COBRA benefits for a period of 9 months or such period as further described in the Sabet Employment Agreement and (iii) accelerated
vesting of all unvested stock options or equity awards.



Upon death or termination
of employment by virtue of disability, Mr. Sabet (or his estate or beneficiaries as applicable) shall have no right to receive
any compensation or benefit pursuant to the terms of the agreement on and after the effective date of the termination of employment
other than (i) annual salary earned and accrued under the agreement prior to the effective date of termination (ii) earned, accrued
and vested benefits and paid time off under the agreement prior to the effective date of termination, subject to the terms of the
plans applicable thereto (and any applicable laws and regulations); and (iii) reimbursement under the Agreement for expenses incurred
prior to the effective date of termination, subject to the terms of the agreement and the policies applicable thereto.



If a sale event occurs
(as defined in the Sabet Employment Agreement) and the Company, its subsidiaries or a successor entity, as the case may be, terminates
the employment agreement and the employment of Mr. Sabet without cause or Mr. Sabet terminates the agreement and his employment
for good reason, in either case within 12 months following such sale event, then Mr. Sabet shall be entitled to receive Change
of Control Severance as set out in the terms of the agreement.



The description of
the Sabet Employment Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to
the full text thereof, which is attached as Exhibit 10.1(c) to the Current Report on Form 8-K filed by the Company on August 9,
2018.





5







Employment Agreement
with Mr. Stephen Miller



On August 7, 2018,
the Company entered into a revised employment agreement with Stephen Miller, effective as of that date (the “Miller Employment
Agreement”), in connection with his existing role as Chief Commercial Officer of the Company. Pursuant to the Miller Employment
Agreement, Mr. Miller will receive an annual salary in the amount of $200,000 per year and will be entitled to participate in the
Company’s health plan and benefits on terms available to other Company employees.



Mr. Miller is eligible
to receive an annual bonus such amount as shall be determined in the sole discretion of the Chief Executive Officer of the Company
based on recommendation of the Compensation Committee of the Board. In addition, Mr. Miller shall be eligible to receive stock
options or other equity incentive awards in the Company subject to approval of the Compensation Committee of the Board.



In the event of termination
without cause or for good reason (as such terms are defined in the Miller Employment Agreement), Mr. Miller shall be entitled to
(i) a lump sum payment equal to 9 months of the greater of $258,500 or Mr. Miller’s base salary in effect at the date of
termination, less applicable withholding (ii) COBRA benefits for a period of 9 months or such period as further described in the
Miller Employment Agreement and (iii) accelerated vesting of all unvested stock options or equity awards.



Upon death or termination
of employment by virtue of disability, Mr. Miller (or his estate or beneficiaries as applicable) shall have no right to receive
any compensation or benefit pursuant to the terms of the agreement on and after the effective date of the termination of employment
other than (i) annual salary earned and accrued under the agreement prior to the effective date of termination (ii) earned, accrued
and vested benefits and paid time off under the agreement prior to the effective date of termination, subject to the terms of the
plans applicable thereto (and any applicable laws and regulations); and (iii) reimbursement under the Agreement for expenses incurred
prior to the effective date of termination, subject to the terms of the agreement and the policies applicable thereto.



If
a sale event occurs (as defined in the Miller Employment Agreement) and the Company, its subsidiaries or a successor entity, as
the case may be, terminates the employment agreement and the employment of Mr. Miller without cause or Mr. Miller terminates the
agreement and his employment for good reason, in either case within 12 months following such sale event, then Mr. Miller shall
be entitled to receive Change of Control Severance as set out in the terms of the agreement.



The
description of the Miller Employment Agreement set forth herein does not purport to be complete and is qualified in its entirety
by reference to the full text thereof, which is attached hereto as Exhibit 10.1(d) to the Current Report on Form 8-K filed by the
Company on August 9, 2018.



Compensation Risk Analysis



We have reviewed our
material compensation policies and practices for all employees and have concluded that these policies and practices are not reasonably
likely to have a material adverse effect on us. While risk-taking is a necessary part of growing a business, our compensation philosophy
is focused on aligning compensation with the long-term interests of our stockholders as opposed to rewarding short-term management
decisions that could pose long-term risks.





DIRECTOR COMPENSATION



It is our Board’s
general policy that compensation for independent directors should be a mix of cash and equity-based compensation. As part of a
director’s total compensation, and to create a direct linkage between corporate performance and stockholder interests, our
Board believes that a meaningful portion of a director’s compensation should be provided in, or otherwise based on, the value
of appreciation in our common stock.





6







Our Board has the authority
to approve all compensation payable to our directors, although our Compensation Committee is responsible for making recommendations
to our Board regarding this compensation. Additionally, our Chief Executive Officer may also make recommendations or assist our
Compensation Committee in making recommendations regarding director compensation. Our Board and Compensation Committee annually
review our director compensation.



Cash Compensation



Directors who are also
our employees are not separately compensated for serving on the Board other than reimbursement for out-of-pocket expenses related
to attendance at Board and committee meetings. Independent directors are paid an annual retainer of $20,000 and receive reimbursement
for out-of-pocket expenses related to attendance at Board and committee meetings. Independent directors serving on a committee
of the Board are paid an additional annual retainer of $2,500 for the Audit Committee, the Compensation Committee and the Nominating
and Corporate Governance Committee unless they are also a chairperson of a committee. The chairperson of the Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee receives an additional annual retainer of $8,000, $4,000 and $4,000,
respectively.



In 2019, the directors
were granted non-qualified options to purchase shares of our common stock.



Director Summary Compensation Table



The following table
provides information regarding our compensation for non-employee directors during the year ended December 31, 2019. Directors
who are our employees did not receive compensation for serving on the Board or its committees in fiscal year 2019.



|Name                  |  | Fees Earned or Paid in Cash ($) (5) |        |  | Option Awards ($) (1)(4) |  |        | All Other Compensation ($) |  |  | Total ($) | 
|--------------------- |  | ----------------------------------- | ------ |  | ------------------------ |  | ------ | -------------------------- |  |  | --------- | 
|Samuel Riccitelli (2) |  |                                     | 24,708 |  |                          |  | 10,200 |                            |  |  | —         | 
|David Cohen           |  |                                     | 21,458 |  |                          |  | 10,200 |                            |  |  | —         | 
|Douglas Fisher        |  |                                     | 26,500 |  |                          |  | 10,200 |                            |  |  | —         | 
|Mark Rimer            |  |                                     | 25,000 |  |                          |  | 10,200 |                            |  |  | —         | 
|Jeffrey Cossman       |  |                                     | 25,667 |  |                          |  | 10,200 |                            |  |  | —         | 
|Kathleen LaPorte      |  |                                     | 26,000 |  |                          |  | 21,286 |                            |  |  | —         | 
|Richard Sandberg (3)  |  |                                     | 1,667  |  |                          |  | 14,480 |                            |  |  | —         | 



(1)The amount in this column reflects the aggregate grant date fair value of each stock award granted in accordance with
ASC 718, excluding the effect of estimated forfeitures. The amounts shown may not correspond to the actual value that may be recognized.
The fair value calculation of options granted during 2019 used the following assumptions: risk free interest rates of 1.60% to
2.47%, based on the U.S. Treasury yield in effect at the time of grant; expected life of six years; and volatility of 133%
to 139% based on historical volatility of the Company’s common stock over a time that is consistent with the expected life
of the option. Our directors will only realize compensation to the extent the trading price of our common stock is greater than
the exercise price of such stock options on the date the options are exercised



(2)Mr. Riccitelli resigned from the Board effective December 1, 2019. Any vested option awards as of Mr. Riccitelli’s
resignation date may be exercised up until three months following his resignation date. Unvested option awards as of the resignation
date were canceled or forfeited as of such date.



(3)Mr. Sandberg was elected a director of the Company on December 3, 2019.



(4)The aggregate outstanding options for each non-employee director as of December 31, 2019 are:



|Name              |  | Aggregate Options Outstanding (#) |       
|----------------- |  | --------------------------------- | ------
|Samuel Riccitelli |  |                                   | 9,329 
|David Cohen       |  |                                   | 12,707
|Douglas Fisher    |  |                                   | 12,707
|Mark Rimer        |  |                                   | 12,707
|Jeffrey Cossman   |  |                                   | 12,707
|Kathleen LaPorte  |  |                                   | 12,240
|Richard Sandberg  |  |                                   | 7,240 





(5)Includes the following amounts for being a chairperson of a committee; Mr. Riccitelli
$5,333; Mr. Fisher $4,000; Mr. Cossman $4,000; and Ms. LaPorte $2,667.





7







Part IV





Item 15. Exhibits, Financial Statement Schedules





| | (a) | The following documents are filed as part of this report:
| | --- | ---------------------------------------------------------





Exhibits.
The following exhibits are filed as required by Item 15(a)(3) of this report. Exhibit numbers refer to the paragraph numbers under
Item 601 of Regulation S-K:



|31.1 | Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
|---- | --------------------------------------------------------------------------------------------------------------------
|31.2 | Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.





Item 16. Form 10-K Summary





None.



SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on this 7th day of April, 2020.



|Precipio, Inc.
|--------------
|              
|By:           
|              



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.



|                          |  |                                              |  |              
|------------------------- |  | -------------------------------------------- |  | -------------
|Signature                 |  | Title                                        |  | Date         
|                          |  |                                              |  |              
|/s/ Ilan Danieli          |  | Director and Chief Executive Officer         |  | April 7, 2020
|Ilan Danieli              |  | (Principal Executive Officer)                |  |              
|                          |  |                                              |  |              
|/s/ Carl Iberger          |  | Chief Financial Officer                      |  | April 7, 2020
|Carl Iberger              |  | (Principal Financial and Accounting Officer) |  |              
|                          |  |                                              |  |              
|/s/ Douglas Fisher, M.D.  |  | Chairman of the Board of Directors           |  | April 7, 2020
|Douglas Fisher, M.D.      |  |                                              |  |              
|                          |  |                                              |  |              
|/s/ Kathleen LaPorte      |  | Director                                     |  | April 7, 2020
|Kathleen LaPorte          |  |                                              |  |              
|                          |  |                                              |  |              
|/s/ Mark Rimer            |  | Director                                     |  | April 7, 2020
|Mark Rimer                |  |                                              |  |              
|                          |  |                                              |  |              
|/s/ Richard Sandberg      |  | Director                                     |  | April 7, 2020
|Richard Sandberg          |  |                                              |  |              
|                          |  |                                              |  |              
|/s/ Jeffrey Cossman, M.D. |  | Director                                     |  | April 7, 2020
|Jeffrey Cossman, M.D.     |  |                                              |  |              
|                          |  |                                              |  |              
|/s/ David Cohen           |  | Director                                     |  | April 7, 2020
|David Cohen               |  |                                              |  |              





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