Additional Proxy Soliciting Materials (definitive) (defa14a)
December 04 2019 - 02:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by
the Registrant |
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Filed by a Party
other than the Registrant |
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Check the appropriate
box:
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Preliminary Proxy Statement |
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Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy
Statement |
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Definitive Additional
Materials |
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Soliciting Material
Pursuant to §240.14a-12 |
PREDICTIVE ONCOLOGY INC.
(Name of Registrant as Specified
In Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the
appropriate box):
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No fee
required. |
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Fee computed on table
below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1) |
Title of each class
of securities to which transaction applies: |
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Aggregate number of
securities to which transaction applies: |
(3) |
Per unit price or
other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): |
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Proposed maximum
aggregate value of transaction: |
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Total fee paid: |
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Fee paid
previously with preliminary materials. |
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Check box if any part
of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. |
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Filing Party: |
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Date Filed: |
i
PREDICTIVE ONCOLOGY INC.
2915 Commers Drive, Suite 900
Eagan, Minnesota 55121
Telephone: (651) 389-4800
AMENDMENT TO
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD ON DECEMBER 18, 2019
The following section of
the Proxy Statement dated November 25, 2019 entitled “Related Party
Transactions” is hereby amended and restated to correct certain
typographical errors.
RELATED PARTY TRANSACTIONS
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 the Company’s
wholly owned subsidiary Helomics Holding Corporation 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.
On May 1, 2019, Mr.
Gabriel executed a one-year contract with renewable three-month
periods to continue as Chief Operating Officer for TumorGenesis,
the Company’s wholly owned subsidiary. Mr. Gabriel will receive
$13,500 in monthly cash payments.
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 22,129
warrant shares at $8.36 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 74,219 warrant shares at an exercise price of
$7.04. 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 7,813 shares of the Company’s common stock
in a private investment for $50,000, representing a price of $6.40
per share, pursuant to a subscription agreement.
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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 13,889 warrant shares at an exercise price
of $11.88 per share. On May 21, 2019, the Company issued a third
amended and restated common stock purchase warrant to Dr. Schwartz
the Company’s CEO for value received in connection with the funding
of all or a portion of the purchase price of his second amended and
restated promissory note in the principal amount of $1,620,000. On
February 1, 2019 and the first day of each calendar month
thereafter while the mote and the warrant remain outstanding, a
number of additional shares will be added to the warrant shares
(“Additional Warrant Shares”) equal to (1) one-half percent (1/2%)
of the outstanding principal balance of the note on such date,
divided by (2) $7.04, with the number of Additional Warrant Shares
to be rounded to the nearest number of whole shares. The principal
change effected by the third amended and restated common stock
purchase warrant was to clarify the formula for the calculation of
the Additional Warrant Shares. The current principal balance of the
note is $1,620,000, and therefore, under the amended formula, Dr.
Schwartz is currently receiving rights under the warrant to
purchase Additional Warrant Shares on the first day of each month
equal to 1,151 shares of common stock at $7.04 per share.
On May 9, 2019, Dr.
Schwartz advanced $75,000 to the Company, on May 30, 2019, he
advanced $200,000 to the Company, and on July 15, 2019 he advanced
$25,000 to the Company. The loan earns 8% interest and was due on
September 13, 2019, pursuant to an amended and restated note. Dr.
Schwartz agreed to extend the maturity date until December 31,
2019. The loan is not connected to the previous note payable due to
Dr. Schwartz and does not affect the warrant calculations regarding
that note’s interest.
4817-0567-9790, v. 1
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