Sec Form 4 Filing - Gage Matthew @ Precipio, Inc. - 2024-08-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gage Matthew 2. Issuer Name and Ticker or Trading Symbol Precipio, Inc. [ PRPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O PRECIPIO, INC., 4 SCIENCE PARK 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2024 (Street) NEW HAVEN, CT06511 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 213 08/31/2024 D( 1 ) 166 ( 2 ) 02/16/2028 Common Stock 166 $ 0 ( 1 ) 0 D Stock Option (Right to Buy) $ 6.56 ( 3 ) 08/31/2024 A( 1 ) 166 ( 2 ) 02/16/2028 Common Stock 166 $ 0 ( 1 ) 166 D Stock Option (Right to Buy) $ 45 08/31/2024 D( 1 ) 133 ( 2 ) 03/18/2029 Common Stock 133 $ 0 ( 1 ) 0 D Stock Option (Right to Buy) $ 6.56 ( 3 ) 08/31/2024 A( 1 ) 133 ( 2 ) 03/18/2029 Common Stock 133 $ 0 ( 1 ) 133 D Stock Option (Right to Buy) $ 42.8 08/31/2024 D( 1 ) 375 ( 2 ) 01/16/2030 Common Stock 375 $ 0 ( 1 ) 0 D Stock Option (Right to Buy) $ 6.56 ( 3 ) 08/31/2024 A( 1 ) 375 ( 2 ) 01/16/2030 Common Stock 375 $ 0 ( 1 ) 375 D Stock Option (Right to Buy) $ 44.8 08/31/2024 D( 1 ) 400 ( 2 ) 10/20/2030 Common Stock 400 $ 0 ( 1 ) 0 D Stock Option (Right to Buy) $ 6.56 ( 3 ) 08/31/2024 A( 1 ) 400 ( 2 ) 10/20/2030 Common Stock 400 $ 0 ( 1 ) 400 D Stock Option (Right to Buy) $ 42 08/31/2024 D( 1 ) 500 ( 2 ) 01/04/2031 Common Stock 500 $ 0 ( 1 ) 0 D Stock Option (Right to Buy) $ 6.56 ( 3 ) 08/31/2024 A( 1 ) 500 ( 2 ) 01/04/2031 Common Stock 500 $ 0 ( 1 ) 500 D Stock Option (Right to Buy) $ 64.2 08/31/2024 D( 1 ) 1,250 ( 2 ) 08/07/2031 Common Stock 1,250 $ 0 ( 1 ) 0 D Stock Option (Right to Buy) $ 6.56 ( 3 ) 08/31/2024 A( 1 ) 1,250 ( 2 ) 08/07/2031 Common Stock 1,250 $ 0 ( 1 ) 1,250 D Stock Option (Right to Buy) $ 30.8 08/31/2024 D( 1 ) 1,000 ( 2 ) 01/11/2032 Common Stock 1,000 $ 0 ( 1 ) 0 D Stock Option (Right to Buy) $ 6.56 ( 3 ) 08/31/2024 A( 1 ) 1,000 ( 2 ) 01/11/2032 Common Stock 1,000 $ 0 ( 1 ) 1,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gage Matthew C/O PRECIPIO, INC. 4 SCIENCE PARK NEW HAVEN, CT06511 Chief Financial Officer Signatures /s/ Gage Matthew 09/06/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 30, 2024, the Issuer's Board of Directors approved an option repricing (the "Repricing"), effective as of August 31, 2024 (the "Effective Date"). All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable. ( 2 )This stock option award was issued pursuant to the Company's Amended and Restated 2017 Stock Option and Incentive Plan, as amended, (the "2017 Plan") and become exercisable so that 25% of the options shall vest on the first anniversary of the date of grant and, commencing one month thereafter, the remainder shall vest in 36 equal monthly installments subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. ( 3 )The exercise price of the option is $6.56 per share, representing the fair market value per share of the Issuer's Common Stock on the Effective Date; provided that the repriced option will revert to its original exercise price if, prior to the first anniversary of the Effective Date, (a) the Reporting Person's service with the Issuer is terminated by the Issuer with cause or by the Reporting Person or (b) the option is exercised.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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