MINNEAPOLIS, March 25, 2019 (GLOBE NEWSWIRE) -- Precision Therapeutics Inc. (Nasdaq: AIPT) (the “Company”)
announced today that at a special meeting of stockholders held on March 22, 2019, the Company’s stockholders approved the Amended
and Restated Agreement and Plan of Merger, dated as of October 26, 2018, by and among Precision, Helomics Acquisition, Inc.
(“Merger Sub”) and Helomics Holding Corporation (“Helomics”) (the “Merger Agreement”).
In addition to the Amended and Restated Agreement and Plan of Merger, stockholders approved the additional transactions
proposed, including (a) the merger of Helomics with and into the Merger Sub (the “Merger”) and the issuance of shares of
Precision’s common stock and Series D convertible preferred stock to Helomics’ security holders pursuant to the terms of the Merger
Agreement and (b) the issuance of shares of Precision common stock and Precision warrants to the holders of Helomics notes and
warrants pursuant to the Company’s exchange offer described in the Form S-4 registration statement as amended on January 24, 2019
(the “Exchange Offer”). The stockholders also approved amendments to the Company’s Certificate of Incorporation to increase the
number of authorized shares of common stock from 50,000,000 to 100,000,000 and to create a classified board of directors; a related
amendment to the Company’s bylaws, and an amendment to Precision’s Amended and Restated 2012 Stock Incentive Plan to increase the
reserve of shares of common stock authorized for issuance thereunder to 10,000,000. These approvals have satisfied certain
conditions to the consummation of the Merger under the Merger Agreement.
In addition, in the Exchange Offer that was completed on March 22, 2019, the holders of $7.3 million in principal amount of the
Helomics notes, representing 96% of the aggregate principal amount of the Helomics notes, have accepted the Exchange Offer. Such
acceptance satisfied a further condition to consummation of the Merger. The exchange of the securities under the Exchange Offer
will be effective as of the effective date of the Merger.
Upon the satisfaction or waiver of the remaining conditions under the Merger Agreement, the Company expects the Merger and the
Exchange Offer to be completed, and Helomics will become a wholly owned subsidiary of the Company. The Company expects the Merger
to become effective during the first part of April 2019. On the effective date, the Company will issue 4.0 million shares of
Precision Common Stock and 3.5 million shares of Precision Series D convertible preferred stock (“Series D Preferred Stock”) to
holders of Helomics capital stock. This issuance is in addition to the 1.1 million shares of Precision Common Stock previously
issued to Helomics as consideration for Precision’s prior acquisition of a twenty percent ownership interest in Helomics; these 1.1
million shares will remain outstanding and will be distributed to holders of Helomics capital stock. Each share of Precision Series
D Preferred Stock is convertible into one share of Precision Common Stock starting one year after issuance, subject to adjustment.
In the Exchange Offer, based on the exchange of $8.6 million in outstanding promissory notes and the associated Helomics warrants,
Precision will issue: (1) approximately 8.6 million additional shares of Precision Common Stock, (2) approximately 14.2 million
warrants to purchase Precision Common Stock at an exercise price of $1.00 per share and (3) 0.6 million warrants to purchase
Precision Common Stock at an exercise price of $0.01 per share.
About Precision Therapeutics
Precision Therapeutics (Nasdaq: AIPT) operates in two business areas: first, applying artificial intelligence to personalized
medicine and drug discovery to provide personalized medicine solutions for patients and clinicians as well as clients in the
pharmaceutical, diagnostic, and biotech industries, and second, production of the FDA-approved STREAMWAY® System for
automated, direct-to-drain medical fluid disposal. For additional information, please visit www.precisiontherapeutics.com.
Precision Therapeutics’ medicine business is committed to improving the effectiveness of cancer therapy using the power of
artificial intelligence (AI) applied to rich data diseases databases. This business has launched with Precision
Therapeutics' investment in Helomics Corporation, a precision medicine company and integrated clinical contract research
organization whose mission is to improve patient care by partnering with pharmaceutical, diagnostic, and academic organizations to
bring innovative clinical products and technologies to the marketplace. In addition to its proprietary precision diagnostics
for oncology, Helomics offers boutique CRO services that leverage their patient-derived tumor models, coupled to a wide range of
multi-omics assays (genomics, proteomics and biochemical), and a proprietary bioinformatics platform (D-CHIP) to provide a tailored
solution to our client's specific needs. Helomics is 25% owned by Precision Therapeutics. Helomics® is headquartered
in Pittsburgh, Pennsylvania where the company maintains state-of-the-art, CLIA-certified, clinical and research
laboratories. For more information, please visit www.Helomics.com.
Precision Therapeutics has also announced the formation of a subsidiary, TumorGenesis to pursue a new rapid approach to
growing tumors in the laboratory, which essentially “fools” the cancer cells into thinking they are still growing inside the
patient. Precision Therapeutics and Helomics have also announced a proposed joint venture with GLG Pharma focused on
using their combined technologies to bring personalized medicines and testing to ovarian and breast cancer patients, especially
those who present with ascites fluid (over one-third of patients). The growth strategy in this business includes securing new
partnerships and considering acquisitions in the precision medicine space.
Sold through the Skyline Medical business of Precision Therapeutics, The STREAMWAY System virtually eliminates staff
exposure to blood, irrigation fluid and other potentially infectious fluids found in the healthcare environment. Antiquated manual
fluid handling methods that require hand carrying and emptying filled fluid canisters present an exposure risk and potential
liability. Skyline Medical's STREAMWAY System fully automates the collection, measurement, and disposal of waste fluids and is
designed to: 1) reduce overhead costs to hospitals and surgical centers; 2) improve compliance with OSHA and other
regulatory agency safety guidelines; 3) improve efficiency in the operating room, and radiology and endoscopy departments, thereby
leading to greater profitability; and 4) provide greater environmental stewardship by helping to eliminate the approximately 50
million potentially disease-infected canisters that go into landfills each year in the U.S. For additional information,
please visit www.skylinemedical.com.
Contacts:
Investor Relations
Bret Shapiro, Managing Partner
CORE IR
(516) 222-2560
brets@coreir.com
Media
Jules Abraham
CORE IR
917-885-7378
julesa@coreir.com