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Note 10 - Subsequent Events
3 Months Ended
Mar. 31, 2018
Notes to Financial Statements  
Subsequent Events [Text Block]
NOTE
10
– SUBSEQUENT EVENTS
 
In
April 2018,
one
of the Company’s directors, Richard L. Gabriel, has executed a
six
-month consulting contract to help guide operations for the Company’s wholly owned subsidiary TumorGenesis. Under the terms of the agreement Mr. Gabriel will receive
$12,000
monthly cash payment. In addition, Mr. Gabriel will receive a grant of
240,000
performance-based restricted stock units (“RSU’s”) under the Company’s Amended and Restated
2012
Stock Incentive Plan, with the vesting and payment of the RSU’s based on performance milestones as set forth in the agreement.
 
On
April 20, 2018,
Precision Therapeutics Inc (“Precision”) entered into a letter of intent with Helomics Holding Corporation (“Helomics”) pursuant to which a newly formed subsidiary of Precision would merge with and into Helomic’s (the “Merger”) and Helomics would become the Company’s wholly owned subsidiary.
 
On the effective date of the proposed Merger, Precision would issue to Helomics’ stockholders
7.5
million shares of Precision common stock. In addition, the
1.1
million shares of Precision common stock issued in connection with the share exchange for
20%
of Helomics’ capital stock in
January 2018
would be released, subject to retention of certain shares in escrow in connection with certain indemnification obligations under the merger agreement. Existing warrants to purchase Helomics’ common stock would be converted into warrants to purchase shares of Precision common stock.
 
The letter of intent is non-binding except for certain enumerated provisions. Completion of the Merger is subject to confirmatory due diligence and negotiation and execution of a definitive merger agreement. There will be certain conditions to closing, including approval of the Merger by the boards of directors and stockholders of Precision and Helomics, the receipt of all necessary approvals and consents of governmental bodies, lenders, lessors and
third
parties,
no
material adverse changes in the business of Helomics prior to the closing,
no
pending or threatened litigation regarding the Merger, conversion of all convertible debt and preferred stock of Helomics into the right to receive the Merger consideration, and other customary conditions.