Current Report Filing (8-k)
January 22 2019 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 22,
2019
Precision Therapeutics Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware
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001-36790
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33-1007393
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2915 Commers Drive, Suite 900
Eagan, Minnesota
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55121
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code:
(651) 389-4800
Former Name or Former Address, if Changed Since Last Report: Not
Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company
x
If an emerging growth company, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
o
Additional Information and Where to
Find It
This communication
does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
This communication may be deemed to be solicitation material in respect of the proposed transaction between Precision and Helomics.
In connection with the proposed transaction, Precision has filed a registration statement on Form S-4, containing a proxy statement/prospectus
(the “S-4”) with the Securities and Exchange Commission (“SEC”). This communication is not a substitute
for the registration statement, definitive proxy statement/prospectus or any other documents that Precision has filed or may file
with the SEC or that Precision or Helomics has sent or may send to their respective security holders in connection with the proposed
transaction.
SECURITY HOLDERS
OF HELOMICS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be
able to obtain copies of the S-4, including the proxy statement/prospectus, and other documents filed with the SEC (when
available) free of charge at the SEC’s website,
http://www.sec.gov
after they are filed. Copies of
documents filed with the SEC by Precision will be made available free of charge on Precision’s website at
www.precisiontherapeutics.com
.
On October 26, 2018, Precision Therapeutics Inc. (the “Company”
or “Precision”) entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”)
with Helomics Acquisition, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), and Helomics Holding Corporation
(“Helomics”).
The audited financial statements of Helomics as of September 30,
2018 and for the nine-month period ended September 30, 2018 are attached hereto as Exhibit 99.1.
Certain pro forma combined financial information of the Company
as of September 30, 2018 and for the nine-month period ended September 30, 2018, giving effect to the merger of Helomics with and
into Merger Sub pursuant to the Merger Agreement, is attached hereto as Exhibit 99.2.
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Item 9.01
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Financial Statements
and Exhibits.
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(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PRECISION THERAPEUTICS inc.
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By:
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/s/ Bob Myers
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Name: Bob Myers
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Title: Chief Financial Officer
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Date: January 22, 2019
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