Predictive Oncology Exchanges $2.1 Million of Debt for Equity, Streamlining Capital Structure and Simplifying Balance Sheet
April 22 2020 - 4:00PM
Predictive Oncology (NASDAQ: POAI) today announced that it has
entered into an Exchange Agreement relating to a $2.1 million
promissory note of the Company with Dr. Carl Schwartz, the
company’s Chief Executive Officer.
Under the agreement, Dr. Schwartz has exchanged
the note for newly issued shares of common stock, $0.01 par value
of the Company at market value. The agreement was negotiated by the
Company on an arms-length basis with Dr. Schwartz and approved by
the Audit Committee of the Company’s Board of Directors in
accordance with the listing requirements of the Nasdaq Stock
Market.
Dr. Schwartz commented, “This agreement enables
the company to strengthen its balance sheet and simplify its
capital structure at a critical juncture in our quest to
commercialize our highly valuable database of cancer tumors for the
advancement of predictive medicine. At the same time, it reinforces
my commitment and demonstrates my beliefs in our ability to emerge
as a leader in the application of artificial intelligence to
oncology therapies.”
Dr. Schwartz delivered the note to the Company
to be cancelled in exchange for 1,533,481 shares of newly issued
common stock at an exchange rate of $1.43 per share, the closing
price of the common stock on April 21, 2020, prior to the execution
of the Exchange Agreement. Dr. Schwartz agreed (i) not to sell or
otherwise transfer 766,740 Shares (one-half of the Shares) for
three (3) months after the date of the Exchange Agreement, and (ii)
not to sell or otherwise transfer the remaining 766,741 Shares for
six (6) months after the date of the Exchange Agreement.
The Company received and cancelled outstanding
debt of $2,115,000 in aggregate principal amount of its 12%
promissory note to Dr. Schwartz due September 2020 and accrued
interest.
Additional details regarding the agreement can
be found at www.sec.gov on the Company’s Form 8-K filed with the
Securities and Exchange Commission on April 22, 2020.
About Predictive Oncology Inc.
Predictive Oncology (NASDAQ: POAI) operates
through three segments (Domestic, International and other), which
contain four subsidiaries; Helomics, TumorGenesis, Skyline Medical
and Skyline Europe. Helomics applies artificial intelligence to its
rich data gathered from patient tumors to both personalize cancer
therapies for patients and drive the development of new targeted
therapies in collaborations with pharmaceutical companies.
Helomics’ CLIA-certified lab provides clinical testing that assists
oncologists in individualizing patient treatment decisions, by
providing an evidence-based roadmap for therapy. In addition to its
proprietary precision oncology platform, Helomics offers boutique
CRO services that leverage its TruTumor(TM), patient-derived tumor
models coupled to a wide range of multi-omics assays (genomics,
proteomics and biochemical), and an AI-powered proprietary
bioinformatics platform to provide a tailored solution to its
clients’ specific needs. Predictive Oncology’s TumorGenesis
subsidiary is developing a new rapid approach to growing tumors in
the laboratory, which essentially “fools” cancer cells into
thinking they are still growing inside a patient. Its proprietary
Oncology Discovery Technology Platform kits will assist researchers
and clinicians to identify which cancer cells bind to specific
biomarkers. Once the biomarkers are identified they can be used in
TumorGenesis’ Oncology Capture Technology Platforms which isolate
and help categorize an individual patient’s heterogeneous tumor
samples to enable the development of patient specific treatment
options. Helomics and TumorGenesis are focused on ovarian cancer.
Predictive Oncology’s Skyline Medical division markets its patented
and FDA cleared STREAMWAY System, which automates the collection,
measurement and disposal of waste fluid, including blood,
irrigation fluid and others, within a medical facility, through
both domestic and international divisions. The company has achieved
sales in five of the seven continents through both direct sales and
distributor partners. For more information, please
visit www.Predictive-Oncology.com.
Forward-Looking Statements
Certain of the matters discussed in this press release contain
forward-looking statements that involve material risks to and
uncertainties in the Company’s business that may cause actual
results to differ materially from those anticipated by the
statements made herein. Such risks and uncertainties include: we
may not be able to continue operating without additional financing;
current negative operating cash flows; the terms of any further
financing, which may be highly dilutive and may include onerous
terms; risks related to the 2019 merger with Helomics including; 1)
significant goodwill could result in further impairment; 2)
possible failure to realize anticipated benefits of the merger; 3)
costs associated with the merger may be higher than expected; 4)
the merger may result in the disruption of our existing businesses;
and 5) distraction of management and diversion of resources; risks
related to our partnerships with other companies, including the
need to negotiate the definitive agreements; possible failure to
realize anticipated benefits of these partnerships; and costs of
providing funding to our partner companies, which may never be
repaid or provide anticipated returns; risks related to the
transaction with Quantitative Medicine including: 1) completion of
the transaction; 2) possible failure to realize anticipated
benefits of the merger; 3) costs associated with the merger may be
higher than expected; 4) the merger may result in the disruption of
our existing businesses; and 5) distraction of management and
diversion of resources; risk that we will be unable to complete the
transaction with InventaBio Tech; risk that we will be unable to
protect our intellectual property or claims that we are infringing
on others’ intellectual property; the impact of competition;
acquisition and maintenance of any necessary regulatory clearances
applicable to applications of our technology; inability to attract
or retain qualified senior management personnel, including sales
and marketing personnel; risk that we never become profitable if
our product is not accepted by potential customers; possible impact
of government regulation and scrutiny; unexpected costs and
operating deficits, and lower than expected sales and revenues, if
any; adverse results of any legal proceedings; the volatility of
our operating results and financial condition; and, and management
of growth and other risks and uncertainties that may be detailed
from time to time in the Company’s reports filed with the SEC,
which are available for review at www.sec.gov.
Investor Relations Contact:
Hayden IRJames
Carbonara(646)-755-7412james@haydenir.com
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