Precipio Inc 2024年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscalyear endedDecember31, 2024OR◻TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934For the transition period fromtoCommission File Number:001-36439 PRECIPIO,INC. (Exact name of registrant as specified in its charter) Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to Section12(g)of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.YesNoXIndicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Exchange Act.YesNoX Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements forthe past 90days.YesXNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).YesXNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule12b-2 of the Exchange Act. 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 newor revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act◻ Indicate by check mark whether the registrant has filed a report on and attestation to itsmanagement’sassessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.◻ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes◻No⌧ 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 pershare of Common Stock as reported on the Nasdaq Capital Market on the last business day of the registrant’s most recently completed second quarter wasapproximately $7.2million. As of March 24, 2025, the number of shares of common stock outstanding was1,504,312. DOCUMENTS INCORPORATED BY REFERENCE The Registrant’s definitive Proxy Statement for the Annual Meeting of Stockholders (the “2025 Proxy Statement”) is incorporated by reference in Part IIIof this Form 10-K to the extent stated herein. The 2025 Proxy Statement, or an amendment to this Form 10-K, will be filed with the SEC within 120 days afterDecember 31, 2024. 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 parthereof. PRECIPIO,INC.Annual Report on Form10-KFor theYear Ended December31, 2024 INDEX o.PARTI.2Item1.Business4Item1A.Risk Factors16Item1B.Unresolved Staff Comments50Item 1C.Cybersecurity50Item2.Properties51Item3.Legal Proceedings51Item4.Mine Safety Disclosures52PARTII.53Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities53Item6.[Reserved]53Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations53Item7A.Quantitative and Qualitative Disclosures About Market Risk60Item8.Financial Statements and Supplementary Data61Report of Independent Registered Public Accounting Firm(PCAOB ID#688)61Consolidated Balance Sheets as of December31, 2024 and 202363Consolidated Statements of Operations for theYears Ended December31, 2024 and202364Consolidated Statements of Stockholders’ Equity for theYears Ended December31,2024 and 202365Consolidated Statements of Cash Flows for theYears Ended December31, 2024 and202366Notesto the Consolidated Financial Statements for theYears Ended December31,2024 and 202368Item9.Changes i