Note 10 - Related Party Transactions

12 Months Ended

Dec. 31, 2018

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

NOTE

10

- RELATED PARTY TRANSACTIONS

The Audit Committee has the responsibility to review and approve all transactions to which a related party and the Company

may

be a party prior to their implementation, to assess whether such transactions meet applicable legal requirements.

One of the Company’s directors, Richard L. Gabriel, is the Chief Operating Officer and serves as a director of GLG Pharma (“GLG”). Another Company director, Tim Krochuk, is on the supervisory board for GLG. The Company and GLG have a partnership agreement with Helomics for the purpose of bringing together their proprietary technologies to build out personalized medicine platform for the diagnosis and treatment of women’s cancer. There has been

no

revenue or expenses generated by this partnership to date.

Richard L. Gabriel is also contracted as the Chief Operating Officer for TumorGenesis the

100%

wholly-owned subsidiary of the Company. Mr. Gabriel receives

$12,000

per month pursuant to a renewable

six

-month contract. The contract extends to

March 31, 2019.

On

November 30, 2018,

our CEO, Carl Schwartz, made an investment of

$370,000

in the Company and received a note and a common stock purchase warrant for

221,292

warrant shares at

$0.836

per share. Effective as of

January 8, 2019,

Dr. Schwartz made an additional investment of

$950,000

and received an amended and restated note in the original principal amount of

$1,320,000

and an amended and restated warrant, which added a

second

tranche of

742,188

warrant shares at an exercise price of

$0.704.

Each tranche is exercisable beginning on the

sixth

month anniversary of the date of the related investment through the

fifth

-year anniversary of the date of the related investment. On

January 8, 2019,

Dr. Schwartz also purchased

78,125

shares of the Company’s common stock in a private investment for

$50,000,

representing a price of

$0.64

per share, pursuant to a subscription agreement. On

February 6, 2019,

Dr. Schwartz made an additional investment of

$300,000

in the Company and received an amended and restated note in the original principal amount of

$1,620,000

and an amended and restated warrant, which added a

third

tranche of

138,889

warrant shares at an exercise price of

$1.188

per share. On

February 1, 2019

and the

first

day of each calendar month thereafter while the note and the warrant remain outstanding, a number of additional shares will be added to the

second

tranche and the

third

tranche equal to (

1

)

one

-half percent (

1/2%

) of the outstanding principal balance of the Note on such date, divided by (

2

) the closing price of the Company’s common stock on that date. The number of warrant shares will be subject to a share limit such that the total of (a) the

78,128

shares of common stock purchased by Dr. Schwartz on

January 8, 2019,

and (b) the total number of warrant shares (

1,108,596

warrant shares as of

February 6, 2019)

may

not

exceed

2,818,350

shares (equal to

19.9%

of the outstanding shares of common stock on

January 8, 2019).

If the

second

tranche and/or

third

tranche cannot be increased as required herein due to the share limit, then in lieu of any such increase, the Company shall pay to Dr. Schwartz a cash amount equal to

one

-half percent (

1/2%

) of the principal balance of the Schwartz note in lieu of such increase.