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Precision Therapeutics, Helomics Ink Merger Agreement

NEW YORK (GenomeWeb) – Precision Therapeutics announced today that it has signed a definitive agreement to merge with Helomics.

Under the terms of the deal, Precision — formerly Skyline Medical — will acquire the 75 percent of Helmomics' shares it does not currently own, having already taken a 25 percent equity stake in the firm in December.

The newly acquired shares will be converted into the right to receive a proportionate share of 7.5 million shares of newly issued Precision common stock. Precision previously issued 1.1 million shares of its stock to Helomics shareholders as part of its initial equity investment. The merger is contingent on at least 75 percent of Helomics' $7.6 million in outstanding promissory notes being exchanged for additional shares of Precision common stock at $1 per share. Additionally, all or a significant portion of 20.4 million Helomics warrants will be exchanged for warrants to purchase Precision common stock at a ratio of 0.6 Precision warrants for each Helomics warrant.

Through the transaction — which was first disclosed in April — Precision will gain access to Helomics' artificial intelligence, precision diagnostics, and integrated contract research organization capabilities, including its D-Chip searchable bioinformatics platform for mining proprietary multi-omic and clinical data on cancer patients.

Once the deal closes, Helomics' managing executives will remain in their current positions and will oversee Precision's TumorGenesis subsidiary, which is now operating as a Helomics subsidiary. TumorGenesis is testing Helomics' patient-derived precision diagnostic tumor models, with an initial focus on multiple myeloma, triple-negative breast cancer, and ovarian cancers.

"Upon completion of the merger, we will have complete ownership of Helomics’ one-of-a-kind tumor database, which has been developed over 15 years of clinical testing and contains drug response profiles of over 149,000 patient cancer tumors, and its D-Chip bioinformatics engine that provides actionable insights into this data," Precision CEO Carl Schwartz said in a statement. "There is significant demand from pharma companies for rich molecular data as it has the potential to revolutionize the effectiveness of clinical trials and drug development, and we believe that Helomics has a truly unique and best-in-class offering, combining artificial intelligence with personalized oncology."