Item 1.01 Entry into Material Definitive Agreement

At The Market Offering Agreement

On April 2, 2021, 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 its common stock, par value $0.01 per share (the "Common Stock") (the "Shares"), having aggregate sales proceeds of up to $22 million, to or through A.G.P., as sales agent (the "Sales Agreement"), from time to time, in an "at the market offering" (as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended) of the Shares (the "ATM Offering"). The Company is limited in the number of shares it can sell in the ATM Offering due to the offering limitations currently applicable to the Company under General Instruction I.B.6. of Form S-3 and the Company's public float as of the applicable date of such sales, as well as the number of authorized and unissued shares available for issuance, in accordance with the terms of the Sales Agreement.

The offer and sales of our shares of Common Stock to or through A.G.P., will be made pursuant to the registration statement (the "Registration Statement") on Form S-3 (File No. 333-237445), which was declared effective by the Securities and Exchange Commission (the "SEC") on April 13, 2020, for an aggregate offering price of up to $50,000,000.

Under the Sales Agreement, Shares may be sold by any method permitted by law deemed to be an "at the market offering." A.G.P. will also be able to sell shares of Common Stock by any other method permitted by law, including in negotiated transactions with the Company's prior written consent. Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, A.G.P. is required to use its commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of The Nasdaq Capital Market to sell the Shares from time to time based upon the Company's instructions, including any price, time or size limits specified by the Company. A.G.P. is not under any obligation to purchase any of the Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by A.G.P. and the Company in writing and expressly set forth in a placement notice. A.G.P.'s obligations to sell the Shares under the Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions. The Company is not obligated to make any sales of Shares under the Sales Agreement and any determination by the Company to do so will be dependent, among other things, on market conditions and the Company's capital raising needs.

We have agreed to pay A.G.P. a cash fee of 3.0% of the aggregate gross proceeds from the sale of the Shares on the Company's behalf pursuant to the Sales Agreement. The Sales Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has provided A.G.P. with customary indemnification and contribution rights. The Company has also agreed to reimburse A.G.P. for certain specified expenses, including the expenses of counsel to A.G.P. The offering of the Shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement by A.G.P. or the Company, as permitted therein.

A copy of the Sales Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein. The foregoing description of the material terms of the Sales Agreement and the transactions contemplated by it does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement.

A copy of the opinion of Sichenzia Ross Ference LLP relating to the validity of the Shares that may be offered and sold under the Registration Statement, is filed with this Current Report on Form 8-K as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares under the Sales Agreement, nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

1.01 Sales Agreement, dated April 2, 2021, by and between Precipio, Inc. and A.G.P./Alliance Global Partners





  5.1 Opinion of Sichenzia Ross Ference LLP



  23.1 Consent of Sichenzia Ross Ference LLP (included in Exhibit 5.1)

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