Note 10 - Subsequent Events

3 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE

10

– SUBSEQUENT EVENTS

On

April 4, 2019,

the closing date, the Company acquired all of the outstanding common stock of Helomics. Helomics’ precision medicine services are designed to use artificial intelligence and a comprehensive disease database to improve the effectiveness of cancer therapy. This transaction will be accounted for as a business combination.

The consideration for the remaining

75%

of Helomics was approximately

$7,822,632

,

consisting of

4.0

million shares of common stock with a merger date valuation of

$2,993,200

and

3.5

million shares of preferred stock with a merger date valuation of

$2,619,050

.

There was additional value of

$2,210,382

for the extinguishment of the note due to the Company from Helomics. On the date of the transaction the Company’s previous

25%

interest in Helomics was recorded as an equity method investment (see – Note

2

). This investment had a recorded value of

zero

dollars due to the previous recognition of the portion of Helomics net loss attributable to the Company. On the day of the transaction the Company revalued the previous

25%

investment at fair value using the consideration paid for the remaining

75%

to determine the approximate fair value of the previous investment. As the result of this revaluation the Company recognized

$2,607,544.

Given the timing of the closing of this transaction, the Company is currently in the process of valuing the assets acquired and liabilities assumed in the business combination. As a result, the Company is

not

yet able to provide amounts to be recognized as of the closing date for the major classes of assets acquired and liabilities assumed and other related disclosures. Also, on the day of the transaction the Company issued

8,637,323

shares of common stock to extinguish notes payable from Helomics. The Company issued the noteholders

14,245,063

warrants as part of the debt extinguishment. The Company agreed to issue options for

900,000

shares of common stock to Helomics employees. The Company is

not

yet able to provide amounts to be recognized as of the closing date.

On

May 9, 2019,

Dr. Schwartz advanced

$75,000

to the Company. The loan earns

8%

interest and is due in

60

days.