Precision Therapeutics Inc.'s stockholders approved an all-stock merger of personalized healthcare company Helomics Corp. at a special meeting.
The merger, which will increase Precision's stake in Helomics to 100%, is expected to become effective during the first part of April 2019.
Pittsburgh-based Helomics will become a unit of the healthcare products maker following the completion of the merger. Helomics develops, through research partnerships, personalized treatments and diagnostic technologies to help improve patient care.
Under the terms of the agreement, Precision will issue 4 million common shares and 3.5 million series D convertible preferred shares to holders of Helomics capital stock. This issuance is in addition to the 1.1 million Precision common shares previously issued to Helomics as consideration for its prior acquisition of a 20% ownership interest in Helomics.
Each series D preferred share is convertible into 1 common share of Precision starting one year after issuance.
Precision's shareholders also approved the issuance of common shares and warrants to the holders of Helomics notes and warrants in an exchange offer.
The holders of $7.3 million of Helomics' notes — representing about 96% of Helomics' notes — have accepted the terms of the exchange offer, which was one of the conditions for the consummation of the merger.
Under the exchange offer, Precision will issue common shares and warrants to buy common shares based on the exchange of $8.6 million in outstanding promissory notes and the associated Helomics warrants.
Precision will issue about 8.6 million additional common shares, about 14.2 million warrants to buy its common shares at an exercise price of $1.00 per share and 600,000 warrants to buy its common shares at an exercise price of 1 cent per share.
Eagan, Minn.-based Precision Therapeutics provides personalized medicine solutions for the pharmaceutical, diagnostic and biotech industries.