Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 1, 2021, the board of directors (the "Board") of Precipio, Inc. (the
"Company") accepted the resignation of Mr. Rimer as a member of the Board, Audit
Committee and Compensation Committee, effective March 1, 2021. The Board
accepted that Mr. Rimer become an observer, and in such capacity Mr. Rimer will
attend, in a non-voting observer capacity, all meetings of the Board. It was
further approved that the Company shall compensate Mr. Rimer in his capacity as
an observer in the same amounts of all cash retainers, meeting fees and any
other cash fees and/or any other equity grants (stock options or any other forms
of equity grants awarded) as if he was still an independent director of the
Board. Mr. Rimer did not resign due to any disagreement with the Company on any
matter relating to its operations, policies or practices.
On March 1, 2021, the Company elected Mr. Ron A. Andrews to fill the vacancy
left by Mr. Rimer's resignation and to serve as a class III director of the
Company, effective March 1, 2021 and until the Company's 2021 annual meeting of
stockholders or his earlier resignation, retirement or removal.
Mr. Andrews is 60 years old. Mr. Andrews joined the Board of Directors of
Oncocyte Corporation as a board member in April 2018 and has served as the
President and Chief Executive Officer since July 1, 2019. Mr. Andrews is the
founder and former principal of the Bethesda Group, a consulting firm that
advises companies in the molecular diagnostics and genomics fields. Prior to
founding the Bethesda Group in 2015, Mr. Andrews served as President of the
Genetic Sciences Division of Thermo Fisher Scientific from September 2013 to
December 2014, and as the President of Medical Sciences Venture for Life
Technologies from February 2012 to September 2013 when Life Technologies was
acquired by Thermo Fisher. From 2004 to December 2010, Mr. Andrews was the Chief
Executive Officer and Vice Chairman of the Board of Directors of Clarient, Inc.,
a cancer diagnostics company From December 2010 to February 2012, he served as
CEO of GE Molecular Diagnostics after Clarient was acquired by GE Healthcare.
Mr. Andrews also held management positions with companies in diagnostics and
related medical fields, including Roche Molecular Diagnostics, Immucor, Inc. and
Abbott Labs. Mr. Andrews also serves as a director of Oxford ImmunoTec. Mr.
Andrews is also a member of the Board of Governors of CancerLinQ LLC, a
wholly-owned non-profit subsidiary of the American Society of Clinical Oncology.
Mr. Andrews Graduated from Wofford College in 1981 with degrees in Biology and
Chemistry.
Mr. Andrews will be compensated for his service as a non-employee director under
the Company's policy for non-employee director compensation. In connection with
the election of Mr. Andrews and pursuant to the Company's 2017 Stock Option and
Incentive Plan, as amended, (the "Plan"), the Company granted Mr. Andrews stock
options (each an "Option" and together, the "Options") to purchase an aggregate
of 2,069 and 5,171 shares, respectively, of the Company's common stock ("Common
Stock"), par value $0.01 per share, both at an exercise price per share equal to
the closing price of the Company's Common Stock on March 1, 2021 (the "Grant
Date"). The Option to purchase 2,069 shares shall vest equally over a twelve
month period commencing on the Grant Date, and the Option to purchase 5,171
shares shall vest equally over a thirty six month period commencing on the Grant
Date.
Mr. Andrews does not have a family relationship with any of the executive
officers or directors of the Company. Mr. Andrews is not a party to any
transaction with the Company that would require disclosure under Item 404(a) of
Regulation S-K, and there are no arrangements or understandings between Mr.
Andrews and any other persons pursuant to which Mr. Andrews was selected as a
director of the Company. Effective March 1, 2021, Mr. Andrews will also serve as
a member of the Compensation Committee of the Board.
Effective March 1, 2021, the Board appointed Mr. Sandberg as Chairman of the
Board and Dr. Douglas Fisher as a member of the Audit Committee.
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
On March 1, 2021, certain stylistic, technical and administrative amendments to
the Company's Code of Business Conduct and Ethics applicable to directors,
officers and employees of the Company and its subsidiaries, as approved by the
Board, upon recommendation from the Governance and Nominating Committee, took
effect.
The foregoing description of the amendment to the Company's Code of Business
Conduct and Ethics is qualified in its entirety by reference to the Company's
Code of Business Conduct and Ethics, as amended on March 1, 2021, which is
available for review or download in the Corporate Governance section of the
Company's website, www.precipiodx.com.
We expect that any further amendments to the Code of Business Conduct and
Ethics, or any waivers of its requirements, will also be disclosed on the
Company's website.
Item 8.01 Other Events.
On March 1, 2021, the Company issued a press release announcing the resignation
of Mr. Rimer and the appointment of Mr. Andrews as well as a press release
announcing the appointment of Mr. Sandberg as new chairman of the Board
(individually the "Press Release" and together, the "Press Releases"). Copies of
the Press Releases are attached hereto as Exhibit 99.1 and 99.2, respectively,
and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated March 1, 2021
99.2 Press release dated March 1, 2021
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