Sec Form 4/A Filing - Cohen David Seth @ Precipio, Inc. - 2019-04-16

FORM 4/A 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 Cohen David Seth 2. Issuer Name and Ticker or Trading Symbol Precipio, Inc. [ PRPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PRECIPIO, INC., 4 SCIENCE PARK 3. Date of Earliest Transaction (MM/DD/YY) 04/16/2019 (Street) NEW HAVEN, CT06511 4. If Amendment, Date Original Filed (MM/DD/YY) 04/18/2019 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 8% Convertible Promissory Note $ 0.4471 04/16/2019 A( 1 ) 04/16/2019 ( 1 ) Common Stock 245,785 $ 109,890 245,785 D Warrant $ 0.36 04/16/2019 A( 1 ) 245,785 10/16/2019 10/16/2024 Common Stock 245,785 ( 1 ) 245,785 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cohen David Seth C/O PRECIPIO, INC., 4 SCIENCE PARK NEW HAVEN, CT06511 X Signatures /s/ David Cohen 04/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 16, 2019, and pursuant to a private offering of derivative securities of Precipio, Inc. (the "Company"), the Company entered into a securities purchase agreement (the "Agreement") with Mr. Cohen, pursuant to which the Company sold an 8% convertible promissory note (the "Note") and warrants (the "Warrants") to purchase shares of common stock, par value $0.01, of the Company ("Shares") to Mr. Cohen for an aggregate purchase price of $108,890. The Note is immediately exercisable at an exercise price of $0.4471 per Share and expires on the earlier of April 16, 2020 and the closing of a certain contemplated offering of the Company's securities. The Warrants have an exercise price of $0.36 per Share and the number of Shares underlying the Warrants is equal to the amount of Shares which the Note is convertible into.

Remarks: This Form 4 amendment is being filed to correct the original Form 4 filed on April 18, 2019. Table II of the original Form 4 incorrectly stated the price of the Note and the Warrants in column 8 and the expiration date of the Warrant in column 6.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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