EX-99.1 2 dex991.htm INVESTOR PRESENTATION Investor Presentation
CONFIDENTIAL
1
Investor Presentation
Exhibit 99.1


CONFIDENTIAL
2
Safe Harbor Statement
This
presentation
may
contain
statements
that
are
not
historical
facts
and
are
considered
“forward-looking”
within
the
meaning
of
the
Private Securities Litigation Reform Act of 1995.  These forward-looking statements are identified by their use of the terms: “expect(s),”
“intend(s),”
“may,”
“plan(s),”
“should,”
“could,”
“will,”
“believe(s),”
“anticipate(s),”
“estimate(s),”
or similar terms.  Oracle Healthcare
Acquisition
Corp.
(“Oracle”
or
the
“Company”),
Precision Therapeutics, Inc. (“PTI”) or their respective representatives may also make
similar forward-looking statements from time to time orally or in writing.  You are cautioned that these forward-looking statements are
subject to a number of risks, uncertainties, or other factors that may cause (and in some cases have caused) actual results to differ
materially from those described in the forward-looking statements.  These risks and uncertainties include, but are not limited to, the
following: the risk that the merger transaction described in this presentation may not be consummated in a timely manner, if at all; the
inability
to
obtain
the
required
vote
for
approval
of
the
Company’s
stockholders
in
order
to
consummate
the
merger;
the
outcome
of
any
legal
proceeding
instituted
against
the
Company
and/or
others
in
connection
with
the
proposed
merger;
the
failure
of
the
conditions
to
the
consummation of the merger to be satisfied; the termination of the merger agreement prior to the consummation of the merger; the
businesses of the Company or PTI suffering as a result of uncertainty surrounding the merger, including, but not limited to, potential
difficulties
in
employee
retention,
adverse
effects
on
client
or
customer
relationships
and
disruption
of
current
plans
or
operations,
or,
if
the
merger
agreement
is
terminated
or
the
merger
otherwise
fails
to
occur,
the
uncertainties
associated
with
any
anticipated,
potential
or
actual subsequent transaction involving the Company or any liquidation of the Company; the diversion of the attention of the Company’s
and/or PTI’s
management from ongoing business operations; the enactment or imposition of future regulatory or legislative actions that
adversely affect the Company, PTI or any industry or jurisdiction in which any of them operates its business; the adverse effects of other
economic, business and/or competitive factors; and other risks detailed in the Company’s current filings with the Securities and Exchange
Commission,
including,
without
limitation,
its
most
recent
filings
on
Form
10-K
or
Form
10-Q,
which
discuss
these
and
other
important
risk
factors concerning the Company’s operations.   These factors may not constitute all factors that could cause actual results to differ
materially from those discussed in any forward-looking statement.  Oracle and PTI operate in continually changing business environments
and
new
factors
emerge
from
time
to
time.
The
Company
cannot
predict
such
factors
nor
can
it
assess
the
impact,
if
any,
of
such
factors
on
its
or
PTI’s
financial
position
or
their
respective
results
of
operations
or
whether
or
when
the
merger
will
be
consummated. 
Accordingly, forward-looking statements should not be relied upon as a predictor of actual results.  Many of the factors that will determine
the Company’s future results or whether or when the merger will be consummated are beyond its ability to control or predict.  In light of
the significant uncertainties inherent in the forward-looking statements contained herein, you should not rely on forward-looking
statements.  Additional factors that may affect the future results of Oracle and/or PTI are set forth in the Company’s filings with the
Securities
and
Exchange
Commission,
which
are
available
via
the
Internet
at
www.sec.gov.
Neither Oracle, PTI nor any of their
respective
representatives
undertakes
any
obligation
to
publicly
update
or
revise
any
forward-looking
statements,
whether
as
a
result
of
new information, future events or otherwise the otherwise.


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Precision Therapeutics, Inc.
We are a personalized medicine company dedicated to assisting physicians in
optimizing cancer therapy for their patients
The Challenge
Less than one in four patients benefits from chemotherapy
Responses are inconsistent from one patient to another
Physicians are faced with an increasing number of options
Ineffective therapies dramatically impact patients’
lives and prognoses
Our Solution
ChemoFx —
A proprietary test that shows a patient’s likely response to
different therapies using their own tumor cells and drugs selected by their
doctor
Actionable results that can help break therapeutic ties
Positive impacts on patients, physicians, and payors


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Company Highlights
Breakthrough technology platform
Significant market opportunity
Strong clinical validation
Clear revenue growth path
Experienced management team


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ChemoFx


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Chemotherapy Involves Costly Choices
Physicians are faced with an increasing number of options
Response to chemotherapy is inconsistent from one patient to another
Ineffective therapies dramatically impact patients’
lives and prognoses
Costs of chemotherapy are substantial
Example: Recurrent Ovarian
19 treatments acceptable for use in recurrent ovarian cancer*
*Guidelines of the National Comprehensive Cancer Network (NCCN)
Response to Carboplatin
No response to Gemcitabine
No response to Carboplatin
Response to Doxil


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ChemoFx Helps Select Optimal Therapy
Utilizes patients’
own living tumor cells from surgery or
biopsy; integrates the effects of protein, genes, and
unknown factors
Test is available for solid tumor types
Tests drugs or combinations selected by the physician on
the malignant cells
Leads to more informed choices and better patient
outcomes
Drug A
Drug B
Drug C


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ChemoFx Process
Isolate and Enrich Tumor Cell Population
Challenge Cells with Chemotherapy
Control Well
Enumerate Surviving Cells
Treated Well
Sample Dose Curve
Interpret Results
0      1      2      3      4      5      6      7      8      9
10
Doses
1.25
1.00
0.75
0.50
0.25
0.00


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Different Patients Respond Differently
Multiple Patients’
Response Curves
0
1
2
3
4
5
6
7
8
9
10
0.00
0.25
0.50
0.75
1.00
1.25
Doses
Gemcitabine


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Personalized and Actionable Results
Straight-forward
information for physicians


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ChemoFx Predicts Patient Response
5 studies completed –
Total n of 450
Patients treated with a drug reported as responsive experienced a median progression-free
interval approximately 3 times longer
than patients treated with a drug reported as non-
responsive.
Current Clinical Evidence
Source: International Journal of Gynecologic Cancer (Jan–Feb 2006)
Ovarian Cancer
Non-responsive
Intermediate
Responsive
0
5
10
15
20
25
30
Progression Free Interval (months)


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Gallion et al; Int
J
Gynecol
Cancer 2006
135 patient subset of 256 ovarian and peritoneal cancer patients
Approximately 3X longer PFI for patients treated with drugs classified
as
responsive
vs.
non-responsive
(p<0.01)
Heinzman, et al;
Pathology 2007
Cell culture process produced average increase in malignant cell
population of 37% (p<0.0001)
All 50 specimen resulted in
60% malignant cells (p=0.01)
Ness R.B. et al;
AntiCancer
Research
2002
64% patients predicted to have a response achieved a response
100% patients predicted to have no response did not respond
21 specimens
Nickles
Fader; ASCO
abstract 2005
84 primary ovarian cancer patients
Platinum sensitive women had nearly 3X longer PFI than patients
treated with drugs classified as non-responsive
(p<0.007)
Biopsy Feasibility (2)
ChemoFx can be performed on small biopsy specimens
14 and 25 specimens
Current Clinical Evidence


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Proprietary method to isolate and enrich tumor cell population;
30–50x less tissue required
Proprietary in vitro method to encompass therapeutically
relevant dose range
Proprietary process directly counts each cell (versus indirect metabolic,
cell growth, or other markers and statistical averages)
Proprietary method categorizes tumor as sensitive or resistant to each
drug or regimen
Strong IP on ChemoFx Through 2026
7 patents issued and 8 patents pending
Process Step
Protection
Isolate Tumor Cells
Treat with Drugs
Count Surviving Cells
Interpret the Results


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We offer ChemoFx at a list price of $450 per drug or combo
Average invoiced price is approximately $3,300
Medicare
Prospectively pays for gynecologic cancers upon initial claim submission,
since 2Q06
Commercial reimbursement
Over 425 private payors have paid on a case-by-case basis
Reimbursement: A Success Story


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Making a Long Sought-After Solution Viable
Clinical Utility
Measures sensitivity and resistance
Increases successful outcomes for patients
Economic Value
Reduces costs to healthcare system
Clinical Validation
Validated in clinical studies
Commercial Viability
Automated and scaleable
Small tumor size requirement
Attributes
Earlier Generation
Tests
ChemoFx 


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Market


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17
Solid tumor cancers treated with chemotherapy in which:
Multiple standards of care exist, or no standard exists
Choice
of
chemotherapy
regimen
is
not
clear-
common
situation
in
metastatic, recurrent cancers
Broad Market Opportunity
Average $3,300 billed/test
Ovarian market
$250 million
All four >
$3 billion
(dollars in millions)
Annual Market Opportunity
Recurrent
Late-stage
Ovarian
Breast
Colorectal
Lung
$2,000
$1,500
$1,000
$500
$0
ChemoFx has been used in over
30 different types of cancer


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Strategy


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Establishing ChemoFx as a Standard of Care
Drive market adoption via direct sales
Demonstrate value in clinical studies
Invest in technology to enhance product offering
Achieve broad-based coverage from payors
Corporate Strategy


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Initial sales focus on
gynecologic oncologists
Establish presence within
hospitals
Develop relationships with
pathology and operating room
staffs
Expand presence in additional
tumor types by leveraging
process strengths in hospitals
Drive Market Adoption via Direct Sales
450
400
350
300
250
200
150
100
50
0
20
18
16
14
12
10
8
6
4
2
0
Billed Tests
Sales Reps
Sales Force
Established
450
400
350
300
250
200
150
100
50
0
20
18
16
14
12
10
8
6
4
2
0
Billed Tests
Sales Reps
1Q06
2Q06
3Q06
3Q07
2Q07
1Q07
4Q06
450
400
350
300
250
200
150
100
50
0
20
18
16
14
12
10
8
6
4
2
0
Billed Tests
Sales Reps
400
350
300
250
200
150
100
50
0
20
18
16
14
12
10
8
6
4
2
0
Billed Tests
Sales Reps
1Q06
2Q06
3Q06
3Q07
2Q07
1Q07
4Q06


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Clinical Studies Strategy
Expand into additional tumor types
Partner with large cooperative groups
US Oncology, NSABP, Yale University, U.S. Department of Defense
Launch additional investigator initiated studies
Studies in Progress
Four studies in ovarian and breast cancers
Observational Study (The Registry)
Track actual clinical performance in the field and mine information for future
product development
Demonstrate Value in Clinical Studies


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Ovarian cancer
prospective trial:
PT-301
Yale and various other sites
Progression-free survival and response endpoints
Physicians blinded to assay results
Breast cancer
prospective trial:
PT-205
Breast cancer
prospective trial:
PT-302
Breast cancer
prospective trial:
PT-304
Observational study
(The Registry)
Clinical Studies in the Field
US
Oncology
Research
-
34
patients
ChemoFx
embedded in clinical trial of new chemotherapy
Show preliminary demonstration of predictive value in breast cancer
NSABP (B-40) -
1200 patients
Neo-adjuvant breast cancer patients, randomized treatment with three
chemotherapies and with or without a biologic agent
Physicians blinded to results of assay
Tumor response endpoint
U.S. Department of Defense and University of Pittsburgh Cancer
Institute –
224 patients
Physicians blinded to the results of the assay
Ongoing study collecting clinical outcomes on commercial specimens
from participating physicians


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Additional
Chemos
ChemoFx
Targeted Therapies/Biologics
Genomic Markers
Invest in Technology to Enhance Product Offering
Extending the ChemoFx Platform
>30
Tumor
Types


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Achieve Broad-based Coverage from Payors
First Medicare appeals victory
Secured PPO contracts at favorable rates
Reimbursed by >100 payors on a case-by-
case basis
Second Medicare
appeals victory
Secured favorable
Medicare price
Prospective Medicare coverage
(gynecologic cancers)
>425 payors reimbursed on case-
by-case basis
Addition of reimbursement directors
Increase sophistication of billing
and appeals process
Invest in managed care infrastructure
2003
2004
2005
2006
2007–2010
Build affirmative commercial policies
in gynecologic cancers
Initiate process for new indications
Increase coverage


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Regulatory Environment
Regulatory Situation
PTI Plan
Potential FDA regulation
Transition period provided
Long
Term
Short
Term
Leverage assets and opportunities
Clinical studies already in field
Future regulation is a barrier to entry
Regulated by CLIA
Process tests from all
50 states
Prepare for regulation
Internal controls
Clinical studies


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Sean McDonald
President and CEO
17 years experience leading
healthcare companies. Founder of
Automated Healthcare and Group
President of McKesson Automation
Group
David Heilman
CFO
27 Years of financial experience with
GNC Corp. and First Westinghouse
Capital Corporation
Sharon Kim
V.P., Business Development
17 years in business development
and healthcare consulting at
McKesson and Deloitte Consulting
Michael Gabrin
CTO/C/O
21 years in technology and product
development, Vocollect, Inc.,
Westinghouse
Matthew Marshall
V.P., Sales and Marketing
22 years of sales experience at
McKesson, Automated Healthcare,
HBO & Company
Holly Gallion, M.D.
V.P., Clinical Affairs
24 years in gynecologic oncology at
Magee-Women’s Hospital/University
of Pittsburgh and University of
Kentucky
Perry Dimas
V.P., Payor Relations
10 years of securing reimbursement
for proprietary diagnostic products
including Cytyc and XDX
Alan Wells, M.D., D.M.
CSO
16 years in Pathology at University of
Pittsburgh and University of Alabama
at Birmingham
Management Team


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27
Board of Directors
Joel Adams
PTI Director since 2003
Founder, President and Managing
General Partner of Adams Capital
Management, Inc., a venture capital
Firm
Larry Feinberg
Chairman, Oracle Director since
2005
Founder and Managing General
Partner of Oracle Partners, L.P.;
Pres. of Oracle Investment
Management
Kevin Johnson
PTI and Oracle Director since 2005
Former CEO, President, and
Chairman of DIANON Systems,
Inc.; Chairman of Aureon
Laboratories Inc.; Director of
MDdatacor, Inc.; Advisory board
member of New Leaf Venture
Partners
Rich Kollender
PTI Director since 2006
Principal and partner of Quaker
BioVentures; C.P.A. and Member of
American and Pennsylvania
Institutes of Certified Public
Accountants
Stan Lapidus
Chairman, PTI Director since 2001
Founder and CEO of Helicos
BioSciences
Corporation; Founder
and former President of EXACT
Sciences Corporation and Cytyc
Corporation
Joel Liffmann
President, COO, Oracle Director
since 2005
Principal of Oracle Investment
Management; Member of Oracle
Strategic Capital, LLC.
Per Lofberg
Oracle Director since 2005
President and CEO of Merck Capital
Ventures, LLC; Former President and
Chairman of Merck-Medco Managed
Care, LLC; Director of Cytel, Inc.;
Director of Ventiv
Health, Inc.; Director of
PHT, Inc.; Director of ImpactRx, Inc.
Sean McDonald
President, CEO and
PTI Director since 2001
Director of Respironics, Inc.; Founder of
Automated Healthcare and Group
President of McKesson Automation
Group
Ken Weisshaar
PTI Director since 2007
Board member of Orthofix
International
N.V.; Former director of Digene
Corporation.  Former COO and Strategy
Advisor for Sensatex, Inc.; Former CFO
of Becton Dickinson & Co.


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28
Financial Overview &
Valuation


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29
Attractive Financial Model
Significant revenue growth
Attractive gross margins
Strong operating leverage
Not capital intensive
Transaction Summary


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30
Summary of Historical Financials
139
137
171
226
243
Depreciation……………….……………..
Years ended December 31,
Nine months ended
September 30,
2006
2007
2004
2005
2006
(unaudited)
(unaudited)
(In thousands, except for numbers of tests and per test amounts)
Number of tests billed………………………….
406
285
483
260
977
Average net revenue per test billed
…….....
$776
$891
$1,064
$896
$1,672
Net revenues from tests billed………………...
$315
$254
$514
$233
$1,634
Reversals of Medicare claim denials…………
1,234
1,666
332
161
37
Net revenues
1,549
1,920
846
394
1,671
Laboratory Costs………………………...
984
978
1,078
735
1,327
Gross Profit
……………………………………
565
942
(232)
(341)
344
Gross Margin…………………………….
36%
49%
-27%
-87%
21%
Operating expenses:
Sales and marketing…………………….
$307
$376
$1,801
$999
$3,607
Research and development…………….
3,003
2,814
4,682
3,179
3,576
General and administrative……………..
2,752
2,282
2,452
1,521
2,729
Net losses from Operations
…………………
$(5,740)
$(4,756)
$(9,338)
$(6,177)
$(9,707)


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31
PTI Projected Revenue ($ Millions)
(1)
Projected Financials for PTI
(1)
Projections utilized the following assumptions:
Increase in ovarian market penetration from 5% to 30%
Increase in aggregate reimbursement rate for all classes of payors from
approximately 40% to 75%
Continuing growth of number of tests based upon expansion of Sales and
Marketing efforts in line with historical experience
40
30
20
10
0
-10
-20
-30
-40
(32.9)
32.4
7.9
(20.9)
PTI Projected EBITDA ($ Millions)
(1)
40
30
20
10
0
-10
-20
-30
-40
2008
2009
2010
2011
140
120
100
80
60
40
20
0
40.9
121.8
140
120
100
80
60
40
20
0
40.9
2011
2010
2009
2008
113% CAGR
12.6
83.6


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32
September 30, 2007
Assuming
Maximum
Approval
(1)
Assuming
Minimum
Approval
(2)
(In thousands)
Cash and cash equivalents……………………................
$132,386
$108,987
Working capital…………………………………................
126,322
102,923
Total assets………………………………………..............
137,946
114,547
Long-term obligations (less current portion)…………….
3,339
3,339
Total liabilities………………………………………………
10,834
10,834
Stockholders’
equity……………………………………….
127,112
103,713
Selected Pro Forma Condensed
Combined Balance Sheet Data
(1)
Assumes that no Oracle stockholders convert their shares of Oracle common stock into their pro rata share
of the amount held in the trust account.
(2)
Assumes that 19.99% of the issued and outstanding shares of Oracle common stock were voted against
the merger and that the holders of such shares of Oracle common stock properly elected to convert such
shares of common stock into a pro rata share of the amount held in the trust account.


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OHAC is a special purpose acquisition corporation (SPAC) formed in
September 2005
March 8, 2006: Raised $113.5M (net) in its IPO
–
15M units (1 common share + 1 warrant @ $6.00/share)
–
3.75M common shares and 833,334 warrants held by founders
November 30, 2007: Held $120.2M in trust
January 4, 2008:
Share price: $7.90
Warrant price: $0.63
Unit price: $8.46
PTI is a life sciences company developing and commercializing tests
intended to assist physicians individualize cancer therapy
December 3, 2007: OHAC signs a merger agreement with PTI
Shareholder vote scheduled for no later than March 8, 2008
Oracle
Healthcare
Acquisition
Corporation
(“OHAC”)
Transaction Summary
Precision
Therapeutics
Background
on the
Merger


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34
Offering Summary
19.0M shares of Oracle common stock issued for all outstanding PTI shares
4.6M
shares
reserved
for
issuance
upon
exercising
of
outstanding
warrants
and options
4.25M upon achievement of one of the following after the closing:
Trailing 12 month net revenues of at least $7M from the sale of services
or products for use in connection with non-gynecological cancers
Trailing
12
month
net
revenues
of
al
least
$40M
from
the
sale
of
services
or products for any use
Cumulative
aggregate
net
revenues
of
at
least
$10M
from
the
sale
of
services or products for use in connection with non-gynecologic cancers
If market price is
less than
$7.78 per share 180 days after the closing, Oracle
either issues or reserves up to 6,666,667 shares for issuance
Prior to March 9
Base
Consideration
Milestone
Consideration
Top-up
Closing


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35
Transaction Terms
Date of Definitive Agreement: December 3, 2007
Market Capitalization: Pro forma capitalization will include:
PTI Transaction Value:
Conditions to Close:
Shareholder approval: less than 20% of Oracle stockholders requesting
redemption
Customary closing conditions for transactions of this nature
(1)
Current Oracle shares outstanding does not include outstanding warrants
(2)
Shares
issued
to
PTI
does
not
include
milestone
payment
of
4.25M
shares
and
top-up
consideration
of
up
to
6.67M shares
$334,565,000
=
$7.90
X
42,350,000
=
4,600,000
+
19,000,000
+
18,750,000
Post Merger
Market
Capitalization
Oracle Share
Price
(1/4/2008)
Post Merger Fully-
Diluted
Shares Outstanding
Shares
Reserved for
PTI Options
and Warrants
Shares Issued
for PTI Common
Stock
(2)
Current
Oracle
Shares
Outstanding 
186,440,000
=
$7.90
X
23,600,000
Total PTI
Transaction
Equity Value
Oracle Share
Price
(1/4/2008)
Total Oracle
Shares
Issued /
Reserved
(2)
(1)


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36
Rationale for Oracle Healthcare-PTI Merger
PTI operates in large and growing markets with significant opportunities
for accelerated expansion
ChemoFx can be an important tool in selecting the proper
chemotherapy
Well capitalized PTI will be better positioned to compete in the
rapidly
emerging personalized medicine space
Public stock provides currency for acquisitions/partnerships as well as for
incentivizing employees
Abilities and experience of the directors of Oracle will be highly valuable
in executing business strategy


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37
Pro Forma Ownership
Note:
PTI ownership consists of 19.0M shares; does not
include milestone payment of 4.25M shares, top-up
consideration of 6.67M shares, and 4.6M shares
reserved for PTI options and warrants
Note:
PTI ownership consists of 23.6M shares; does not
include milestone payment of 4.25M shares and top-up
consideration of up to 6.67M shares
Oracle shares includes exercise of 15.0M warrants
SPAC Founders Shares includes exercise of 0.834M
warrants
PTI Common
Shareholders
50.4%
Oracle Public
Shareholders
39.7%
SPAC Founders Shares
9.9%
PTI Common
Shareholders
40.5%
Oracle Public
Shareholders
51.6%
SPAC Founders Shares
7.9%
Assuming No Exercise of
Oracle or PTI Warrants
Assuming Full Exercise of
Oracle or PTI Warrants


CONFIDENTIAL
38
Over the last two years, the Molecular Diagnostics
Composite Index meaningfully outperformed the broader
markets
2yr. Relative Price Performance
80
100
120
140
160
180
200
220
240
260
280
1/5/2006
3/5/2006
5/5/2006
7/5/2006
9/5/2006
11/5/2006
1/5/2007
3/5/2007
5/5/2007
7/5/2007
9/5/2007
11/5/2007
% Change
Genomic Health Inc.
122.3%
Molecular Diagnostics Comp Index (CPHD, CRA, GHDX, GPRO, MGRM, MYGN, NSPH, TWTI)
57.2%
S&P 500 Index
9.8%


CONFIDENTIAL
39
Company Highlights
Breakthrough technology platform
Significant market opportunity
Strong clinical validation
Clear revenue growth path
Experienced management team