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Precipio Enters into Exchange Agreement to Restructure Remaining Legacy Accounts Payable for approximately 20% of Original ~$5M
$82,000 monthly debt service to be eliminated with notes convertible into equity at a 65% premium to market
NEW HAVEN, Conn., Sept. 21, 2018 (GLOBE NEWSWIRE) -- Specialty cancer diagnostics Company Precipio, Inc. (NASDAQ: PRPO), announces the restructuring of its remaining legacy, pre-merger accounts payable liabilities, pursuant to an exchange which is made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933. The payments made to note holders are equal to approximately 20% of the original $5.3 million, and are funded through a convertible note with existing investors.
The transaction will be consummated in a number of tranches, the first of which was completed this week, as described in the 8-K filed September 20, 2018.
Important benefits of this transaction include the postponement of $82,000 in monthly debt service for a period of 12 months, and the ability during that time to convert the notes at a 65% premium to market, effectively reducing by almost half the dilution that would have otherwise resulted from raising capital necessary to satisfy these obligations.
The debt exchange relieves the Company of the cash payments due under the debt until July 2019, by which time the company expects the notes to be fully converted and paid off, providing the Company greater financial flexibility, and reduced dilution to its shareholders.
Terms of the exchange agreement and form of note are described in detail in the 8-K.
“The restructuring of this debt will allow us to apply resources to business growth instead of debt service, and eliminates the majority of remaining liabilities inherited from last year’s merger,” said CEO Ilan Danieli. “This transaction further demonstrates management’s commitment to constantly evaluating ways to keep capital costs low, conserve cash for business growth, and minimize dilution to shareholders.”
Precipio has built a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. Through its collaborations with world-class academic institutions specializing in cancer research, diagnostics and treatment such as the Yale School of Medicine and Harvard’s Dana-Farber Cancer Institute, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. For more information, please visit www.precipiodx.com.
Certain statements in this press release constitute “forward-looking statements,” within the meaning of federal securities laws, including statements related to ICP technology, including financial projections related thereto and potential market opportunity, plans and prospects and other statements containing the words “anticipate,” “intend,” “may,” “plan,” “predict,” “will,” “would,” “could,” “should,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. Factors that could cause future results to materially differ from the recent results or those projected in forward-looking statements include the known risks, uncertainties and other factors described in the Company’s definitive proxy statement filed on May 29, 2018, the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and on the Annual Report on Form 10-K for the year ended December 31, 2017 as well as the Company’s prior filings and from time to time in the Company’s subsequent filings with the Securities and Exchange Commission. Any change in such factors, risks and uncertainties may cause the actual results, events and performance to differ materially from those referred to in such statements. All information in this press release is as of the date of the release and the Company does not undertake any duty to update this information, including any forward-looking statements, unless required by law.