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Precision Therapeutics to Acquire Remaining Helomics Shares

NEW YORK (GenomeWeb) – Precision Therapeutics, formerly Skyline Medical, announced today that it has signed a letter of intent to acquire the shares of Helomics that it does not currently own. The firm acquired a 25 percent equity stake in Helomics in December.

As part of the new acquisition agreement, a newly formed subsidiary of Precision called TumorGenesis will merge with Helomics. The firms plan to sign a merger agreement by May 15. Specific financial details of the transaction were not disclosed.

The acquisition will provide Precision with full access to Helomics' suite of artificial intelligence, as well as precision diagnostic and integrated contract research organization capabilities. Helomics' D-Chip bioinformatics engine analyzes information from the firm's drug response repository of more than 149,000 patients in order to aid cancer diagnosis and therapy, develop new diagnostics, perform better clinical trials, and inform drug repurposing programs, the company said.

In addition, the acquisition will bring Helomics' existing client base under the Precision umbrella, pushing Precision further into the precision oncology market. Helomics' managing executives will remain in their respective leadership positions while managing TumorGenesis, and TumorGenesis will collaborate with Helomics to test its precision diagnostic tumors in Helomics' facility.

Helomics' main focus is on gynecologic cancers, lung cancer, breast cancer, colon cancer, and pancreatic cancer, but its tests are available for all solid tumor types. The TumorGenesis PDx model will initially be developed for multiple myeloma, triple-negative breast cancer, and ovarian cancer, the company noted.

Precision said that increasing its stake in Helomics to 100 percent will not only generate near-term revenue growth from Helomics' existing client base and pipeline, but will also improve efficiencies for the firm's TumorGenesis business.

All of Helomics' outstanding shares will be converted into the right to receive a proportionate share of newly issued Precision common stock. All of Helomics' warrants of common stock will be converted into warrants to purchase shares of Precision common stock, using a conversion ratio based on the ratio of the number of merger shares to the number of outstanding Helomics common shares converted in the merger.

In addition, Precision will acquire $3 million of non-convertible debt owed by Helomics.

"We are very excited by this opportunity to further entrench ourselves in the precision oncology market, which is a rapidly evolving new clinical paradigm and has the potential to transform the way we diagnose and treat cancer patients," Precision CEO Carl Schwartz said in a statement. "We look forward to advancing this transaction and playing a leading role in adoption of precision medicine in oncology."