Under the agreement, a newly formed subsidiary of Precision Therapeutics will merge into Helomics, increasing Precision’s stake from 25% to 100%.
A merger agreement is likely to be signed by 15 May 2018, subject to certain closing conditions, including approval of the transaction by the boards of directors and stockholders of Precision and Helomics.
Precision Therapeutics focuses on applying artificial intelligence (AI) to personalized medicine and drug discovery.
The all-stock transaction will allow Precision Therapeutics to access Helomics’ suite of AI, precision diagnostic and integrated contract research organization (CRO) capabilities, and develop innovative clinical products and technologies for the treatment of cancers.
The deal will also establish Precision Therapeutics as major player in the precision oncology market, and create a more diverse and balanced portfolio.
Helomics team will continue to be in leadership positions and manage the operations of Precision Therapeutics’ TumorGenesis, which will integrate with Helomics.
All outstanding shares of Helomics will be converted into the right to receive a proportionate share of 7.5 million shares of newly issued Precision common stock.
Similarly, all warrants of Helomics’ common stock will be converted into warrants to purchase shares of Precision common stock.
Precision Therapeutics will take over $3m non-convertible debt owed by Helomics.
Helomics’ capabilities include modern, CLIA-licensed laboratory; a ‘big-data’ repository containing the drug response profiles of more than 149,000 patient tumors; and D-CHIP, an AI-powered bioinformatics engine to uncover actionable insights from the data to aid cancer diagnosis and therapy, develop new diagnostics and therapies, perform better clinical trials and inform drug repurposing programs.
Even though Helomics’ main focus is on gynecologic cancers, lung cancer, breast cancer, colon cancer, and pancreatic cancer, its tests are available for all solid tumor types.
In addition to generating near-term revenue growth from Helomics’ clients, the acquisition is expected to improve efficiencies for TumorGenesis business, which plans to collaborate with Helomics to test its PDx tumors in Helomics’ facility.
The TumorGenesis PDx model will initially be developed for three cancers – multiple myeloma, triple-negative breast cancer (TNBC) and ovarian cancers.
