CEO Agrees to Exchange $2.1 Million Promissory Note for Newly Issued Equity, Demonstrating Confidence in Company’s Future
NEW YORK, April 22, 2020 (GLOBE NEWSWIRE) -- 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.
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.
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Source: Predictive Oncology Inc.