Precipio, Inc. (PRPO) Earnings Call Transcript & Summary

Thank you and good morning, ladies and gentlemen. My name is Ilan Danieli. I am the CEO and a Director of Precipio, Inc. It is a pleasure to welcome our stockholders to the 2020 Annual Meeting of Precipio. As you may know, this is the first time that we are holding our annual meeting in a virtual form. Our Board decided to hold the meeting in a virtual form in light of the public health concerns related to the COVID-19 outbreak. Before we proceed and call the meeting to order, I'd like to introduce you to the other directors and senior managements of Precipio. Our officers include Carl Iberger, Chief Financial Officer; Zaki Sabet, Chief Operating Officer; Steve Miller, Chief Commercial Officer; and Ori Karev, Chief Strategy Officer. The company's directors include Douglas Fisher, Kathleen LaPorte, Mark Rimer, Jeffrey Cossman, David Cohen and Richard Sandberg. Precipio's auditors, Marcum LLP, are represented at this meeting by Michael Guyder and Drew Richards. Before we turn to the annual meeting itself, I'd like to review the process of submitting questions and answers by stockholders. We want to ensure stockholders are afforded the same rights and opportunities to participate in today's virtual meeting as they would if the meeting was held in person, including the right to answer -- to ask questions. If any stockholder wishes to address the Chairman during this meeting, please submit it by typing the question in the 'Ask a Question' field at the bottom of the screen. Please make sure to type your name; affiliation, if any; and the number of shares represented as of April 28, 2020. Please note that questions should only be directly related to the proposals set out in our proxy statement, which are under consideration at this meeting. The meeting is now called to order. I have asked Miri Chiko-Radomski, our General Counsel, to record the meeting -- to record the minutes, pardon. The annual meeting is held in accordance with the corporation's bylaws and Delaware law. The business before our meeting today is described in our notice and proxy statement, a copy of which was mailed on or about April 29, 2020, to all of our stockholders of record at the close of business on April 28, 2020. A copy of the proxy statement, which sets out the proposals under consideration of the meeting is also available on the screen for convenience. The Board of Directors has appointed Miri Chiko-Radomski to act as Inspector of Election for this annual meeting, and she will tabulate results of the voting. The Inspector of Elections has signed the oath of her office, which will be filed with the minutes -- with the minutes of this meeting. Ms. Chiko-Radomski, do we have a quorum present?

Yes, Ilan, we do. Of the 10,366,034 shares of common stock entitled to vote at the meeting, 5,526,422 shares are represented. This presents 53.31% of the total number outstanding shares of the company, and therefore, a quorum is present, and you may carry out the official business of this meeting.

Excellent. Thank you. I declare that a quorum is present. We may now proceed to transact the business for which this meeting has been called. Let me briefly describe the voting procedures. Voting is by proxy, the Internet voting. If you have previously turned in your proxy and do not intend to change your vote, it is not necessary that you vote during the meeting. Your vote will be counted. If you are eligible to vote and have not submitted your proxy or if you want to change your vote, click the 'Vote Here' button at the bottom, right-hand corner of the screen of the annual meeting portal. It is now 09:05 a.m. on June 25, 2020, and the polls for each matter to be voted on at this annual meeting are now open. You may vote any time from now until the polls are closed immediately after the last item of business. Please note that we have 5 proposals to be considered by the stockholders at this meeting. Each of the proposals are described in detail in the proxy statement, which you may find at the bottom right-hand corner of the screen of the annual meeting portal. Our first item of business is the proposal to elect Douglas Fisher, Jeffrey Cossman and Richard Sandberg as Class II directors for a term to expire in 2023. Our second item of business is the proposal to approve the purchase agreement with Lincoln Park Capital, LLC, pursuant to which Lincoln Park Capital Fund, LLC, has agreed to purchase from the company from time-to-time, up to $10 million of our common stock. Our third item of business is the proposal to approve an amendment agreement amending the terms of a certain 8% senior secured convertible promissory notes issued to certain investors. The fourth item of business is a proposal to approve an amendment and restatement of the company's 2017 stock option and incentive plan, the 2017 plan. The fifth and final item of business is to ratify the appointment of Marcum LLP as the company's independent registered public accounting firm for the year ending December 31, 2020. The Board of Directors unanimously recommends that stockholders vote in favor of each of the proposals. Are there any questions concerning this proposal? Anyone who is voting at the meeting, please vote now. We will pause for a moment to allow for final votes to be submitted. [Voting]

Okay. It is now 9:07 a.m. on June 25, 2020, and the polls for each matter to be voted on at this meeting are now closed. No additional votes, changes or revocations will be accepted. Inspector of Election, please report on the results of the voting.

Thanks, Ilan. With regard to proposal number 1, 2, 3 and 5 as set out in the proxy statement, and which are subject matter of this annual meeting, a majority of the shares present or represented and were entitled to vote have been voted in favor of this proposal. With regard to Proposal number 4 -- proposal number 4 as set out in the proxy statement and which is subject matter of this annual meeting, the vote was not upheld. And it was voted against.

Thank you, Miri. I declare the proposals 1, 2, 3 and 5 presented to the meeting have been approved. The final results of voting will be set forth in the report of the Inspector of Elections and will be included in the minutes of the meeting. The final results will also be included in our report filed with the SEC. There will be no other matters for consideration or discussion at this meeting, I hereby adjourn this meeting. Thank you, everybody, for attending this meeting, and have a good day.