Precision Therapeutics Inc. Sample Contracts

Precision Therapeutics Inc. – Contract (March 1st, 2019)

THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION AGREES THAT THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION WILL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS UNIT PURCHASE OPTION OR THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION, FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN TO ANY MEMBER PARTICIPATING IN THE OFFERING AND THE OFFICERS OR PARTNERS THEREOF, IF ALL SECURITIES SO TRANSFERRED REMAIN SUBJECT TO THE LOCK-UP RESTRICTION SET FORTH ABOVE FOR THE REMAINDER OF THE TIME PERIOD.

Precision Therapeutics Inc. – COMMON STOCK PURCHASE WARRANT PRECISION THERAPEUTICS INC. (March 1st, 2019)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•]or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Precision Therapeutics Inc., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Precision Therapeutics Inc. – MASLON LLP (March 1st, 2019)

We have acted as counsel to Precision Therapeutics Inc., a Delaware corporation (the “Company”), in connection with (i) the issuance and sale of an aggregate of 1,400,000 units (“Units”) of securities, each such Unit consisting of (a) one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and (b) a warrant to purchase 0.5 of a share of Common Stock (the “Warrants”). The Common Stock and the Warrants are included in a registration statement on Form S-3 filed by the Company with the Securities and Exchange Commission (the “Commission”) and declared effective on October 4, 2016 (File No. 333-213766), as amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), and a prospectus supplement dated February 27, 2019 filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Prospectus”). The shares of Common Stock and Warrants are being sold pursuant to a Placement Agency Agreement (the “P

Precision Therapeutics Inc. – COMMON STOCK PURCHASE WARRANT PRECISION THERAPEUTICS INC. (March 1st, 2019)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•]or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Precision Therapeutics Inc., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Precision Therapeutics Inc. – PLACEMENT AGENCY AGREEMENT (March 1st, 2019)

This letter (this “Agreement”) constitutes the agreement between Precision Therapeutics Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the exclusive placement agent (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.

Precision Therapeutics Inc. – Contract (March 1st, 2019)

THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS UNIT PURCHASE OPTION AGREES THAT THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION WILL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS UNIT PURCHASE OPTION OR THE SECURITIES EVIDENCED BY THIS UNIT PURCHASE OPTION, FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN TO ANY MEMBER PARTICIPATING IN THE OFFERING AND THE OFFICERS OR PARTNERS THEREOF, IF ALL SECURITIES SO TRANSFERRED REMAIN SUBJECT TO THE LOCK-UP RESTRICTION SET FORTH ABOVE FOR THE REMAINDER OF THE TIME PERIOD.

Precision Therapeutics Inc. – Item 1A. Risk Factors (February 26th, 2019)

Our operations and financial results are subject to various risks and uncertainties, including those described below. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties we are unaware of, or we currently believe are not material, may also become important factors affecting us. If any of the following risks occur, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the price of our stock could decline.

Precision Therapeutics Inc. – FORBEARANCE AGREEMENT (February 12th, 2019)

THIS FORBEARANCE AGREEMENT (this “Agreement”) is made and entered as of February 7, 2019 (the “Effective Date”), by and between PRECISION THERAPEUTICS INC., a Delaware corporation (“AIPT”), and Peak One Opportunity Fund, LP, a Delaware limited partnership (“Peak One”).

Precision Therapeutics Inc. – SECOND AMENDED AND RESTATED PROMISSORY NOTE (February 12th, 2019)

FOR VALUE RECEIVED, PRECISION THERAPEUTICS INC., a Delaware corporation (hereinafter called the “Borrower”), as of February 6, 2019 (the “Issue Date”), hereby promises to pay to the order of Carl Schwartz, or his registered assigns (the “Holder”) the principal sum of $1,620,000.00 (the “Principal Amount”), together with interest at the rate of eight percent (8%) per annum on the Principal Amount accruing from the date of each advance as described herein, at maturity or upon acceleration or otherwise, as set forth in this Amended and Restated Promissory Note (the “Note”). The first advance of $370,000.00 was made on November 30, 2018. The second advance of $950,000.00 was made on January 8, 2019. The third advance of $300,000.00 was made on February 6, 2019. The maturity date for the Note shall be February 6, 2020 (the “Maturity Date”), and is the date upon which the principal sum, as well as any accrued and unpaid interest and other fees, shall be due and payable. This Note has been ex

Precision Therapeutics Inc. – FORBEARANCE AGREEMENT (February 12th, 2019)

THIS FORBEARANCE AGREEMENT (this “Agreement”) is made and entered as of February 7, 2019 (the “Effective Date”), by and between PRECISION THERAPEUTICS INC., a Delaware corporation (“AIPT”), and Peak One Opportunity Fund, LP, a Delaware limited partnership (“Peak One”).

Precision Therapeutics Inc. – AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE (February 12th, 2019)

FOR VALUE RECEIVED, PRECISION THERAPEUTICS, INC., a Delaware corporation (hereinafter called the “Borrower”), as of September 28, 2018 (the “Issue Date”) and amended and restated as of February 7, 2019 (the “Restatement Date”) hereby promises to pay to the order of PEAK ONE OPPORTUNITY FUND, LP, a Delaware limited partnership, or its registered assigns (the “Holder”) the principal sum of $954,546.07 (the “Principal Amount”), together with interest at the rate of Default Interest (as defined below) or eight percent (8%) per annum as set forth herein (with the understanding that the initial twelve months of such interest of each tranche funded shall be guaranteed), at maturity or upon acceleration or otherwise, as set forth herein (the “Note”). The consideration to the Borrower for this Note is up to $750,000 (the “Consideration”) in United States currency, due to the prorated original issuance discount of up to $102,273.25 (the “OID”). In addition, Borrower and Holder have entered into

Precision Therapeutics Inc. – FORBEARANCE AGREEMENT (February 12th, 2019)

THIS FORBEARANCE AGREEMENT (this “Agreement”) is made and entered as of February 7, 2019 (the “Effective Date”), by and between PRECISION THERAPEUTICS INC., a Delaware corporation (“AIPT”), and L2 CAPITAL, LLC, a Kansas limited liability company (“L2”).

Precision Therapeutics Inc. – SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT PRECISION THERAPEUTICS INC. (February 12th, 2019)

THIS SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received in connection with the funding of all or a portion of the purchase price of that certain second amended and restated promissory note in the principal amount of $1,620,000.00 on February 6, 2019 issued by Precision Therapeutics Inc., a Delaware corporation (the “Company”), to the Holder (as defined below) (the “Note”), Carl Schwartz (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company during the Exercise Period (as defined below) such numbers of shares of Common Stock (as defined below) as are set forth herein and in the attached Schedule 1, as it may be amended from time to time (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the

Precision Therapeutics Inc. – FORBEARANCE AGREEMENT (February 12th, 2019)

THIS FORBEARANCE AGREEMENT (this “Agreement”) is made and entered as of February 7, 2019 (the “Effective Date”), by and between PRECISION THERAPEUTICS INC., a Delaware corporation (“AIPT”), and L2 CAPITAL, LLC, a Kansas limited liability company (“L2”).

Precision Therapeutics Inc. – SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT PRECISION THERAPEUTICS INC. (February 12th, 2019)

THIS SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received in connection with the funding of all or a portion of the purchase price of that certain second amended and restated promissory note in the principal amount of $1,620,000.00 on February 6, 2019 issued by Precision Therapeutics Inc., a Delaware corporation (the “Company”), to the Holder (as defined below) (the “Note”), Carl Schwartz (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company during the Exercise Period (as defined below) such numbers of shares of Common Stock (as defined below) as are set forth herein and in the attached Schedule 1, as it may be amended from time to time (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the

Precision Therapeutics Inc. – AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE (February 12th, 2019)

FOR VALUE RECEIVED, PRECISION THERAPEUTICS, INC., a Delaware corporation (hereinafter called the “Borrower”), as of September 28, 2018 (the “Issue Date”) and amended and restated as of February 7, 2019 (the “Restatement Date”) hereby promises to pay to the order of PEAK ONE OPPORTUNITY FUND, LP, a Delaware limited partnership, or its registered assigns (the “Holder”) the principal sum of $954,546.07 (the “Principal Amount”), together with interest at the rate of Default Interest (as defined below) or eight percent (8%) per annum as set forth herein (with the understanding that the initial twelve months of such interest of each tranche funded shall be guaranteed), at maturity or upon acceleration or otherwise, as set forth herein (the “Note”). The consideration to the Borrower for this Note is up to $750,000 (the “Consideration”) in United States currency, due to the prorated original issuance discount of up to $102,273.25 (the “OID”). In addition, Borrower and Holder have entered into

Precision Therapeutics Inc. – AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE (February 12th, 2019)

FOR VALUE RECEIVED, PRECISION THERAPEUTICS, INC., a Delaware corporation (hereinafter called the “Borrower”), as of September 28, 2018 (the “Issue Date”) and amended and restated as February 7, 2019 (the “Restatement Date”), hereby promises to pay to the order of L2 CAPITAL, LLC, a Kansas limited liability company, or its registered assigns (the “Holder”) the principal sum of $2,256,022.05 (the “Principal Amount”), together with interest at the rate of Default Interest (as defined below) or eight percent (8%) per annum as set forth herein (with the understanding that the initial twelve months of such interest of each tranche funded shall be guaranteed), at maturity or upon acceleration or otherwise, as set forth herein (the “Note”). The consideration to the Borrower for this Note is up to $1,750,000 (the “Consideration”) in United States currency, due to the prorated original issuance discount of up to $238,635.75 (the “OID”) and a $25,000.00 credit for Holder’s transactional expenses.

Precision Therapeutics Inc. – SECOND AMENDED AND RESTATED PROMISSORY NOTE (February 12th, 2019)

FOR VALUE RECEIVED, PRECISION THERAPEUTICS INC., a Delaware corporation (hereinafter called the “Borrower”), as of February 6, 2019 (the “Issue Date”), hereby promises to pay to the order of Carl Schwartz, or his registered assigns (the “Holder”) the principal sum of $1,620,000.00 (the “Principal Amount”), together with interest at the rate of eight percent (8%) per annum on the Principal Amount accruing from the date of each advance as described herein, at maturity or upon acceleration or otherwise, as set forth in this Amended and Restated Promissory Note (the “Note”). The first advance of $370,000.00 was made on November 30, 2018. The second advance of $950,000.00 was made on January 8, 2019. The third advance of $300,000.00 was made on February 6, 2019. The maturity date for the Note shall be February 6, 2020 (the “Maturity Date”), and is the date upon which the principal sum, as well as any accrued and unpaid interest and other fees, shall be due and payable. This Note has been ex

Precision Therapeutics Inc. – PRECISION THERAPEUTICS INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (January 28th, 2019)

The following selected unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting under GAAP and gives effect to the Merger among Precision Therapeutics Inc. (“Precision”), Helomics Acquisition, Inc. (“Merger Sub”), a wholly owned subsidiary of Precision, and Helomics Holding Corporation (“Helomics”). Under the Merger Agreement, Helomics will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Precision (the “Merger”). Precision and Helomics believe that the Merger will enable both companies to enhance potential value for stockholders, and that both Precision and Helomics will benefit from the Merger. At the effective time of the Merger, each share of Helomics common stock will be converted into the right to receive a proportionate share of 4.0 million shares of Precision common stock and 3.5 million shares of Precision Series D Convertible Preferred Stock, in addition to the 1.1 million sha

Precision Therapeutics Inc. – Precision Therapeutics’ Skyline Medical Division Widens Global Reach Through New Taiwanese Distribution Agreement with Winner Scientific Company Further Expands Global Outreach Through Exhibition at Arab Health Show in Dubai (January 25th, 2019)

MINNEAPOLIS, Jan. 25, 2019 (GLOBE NEWSWIRE) -- Precision Therapeutics Inc. (NASDAQ: AIPT) (“Precision” or “the Company”) today announced that its Skyline Medical division, producer of the FDA-approved and CE-marked STREAMWAY® System for automated, direct-to-drain medical fluid disposal, has continued the company’s global expansion by completing a distribution agreement with medical supply distributor, Winner Scientific in Taiwan.

Precision Therapeutics Inc. – PRECISION THERAPEUTICS INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (January 22nd, 2019)

The following selected unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting under GAAP and gives effect to the Merger among Precision Therapeutics Inc. (“Precision”), Helomics Acquisition, Inc. (“Merger Sub”), a wholly owned subsidiary of Precision, and Helomics Holding Corporation (“Helomics”). Under the Merger Agreement, Helomics will merge with and into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of Precision (the “Merger”). Precision and Helomics believe that the Merger will enable both companies to enhance potential value for stockholders, and that both Precision and Helomics will benefit from the Merger. At the effective time of the Merger, each share of Helomics common stock will be converted into the right to receive a proportionate share of 4.0 million shares of Precision common stock and 3.5 million shares of Precision Series D Convertible Preferred Stock, in addition to the 1.1 million sha

Precision Therapeutics Inc. – Subscription Agreement FOR COMMON STOCK (January 14th, 2019)
Precision Therapeutics Inc. – AMENDED AND RESTATED PROMISSORY NOTE (January 14th, 2019)

FOR VALUE RECEIVED, PRECISION THERAPEUTICS INC., a Delaware corporation (hereinafter called the “Borrower”), as of January 8, 2019 (the “Issue Date”), hereby promises to pay to the order of Carl Schwartz, or his registered assigns (the “Holder”) the principal sum of $1,320,000.00 (the “Principal Amount”), together with interest at the rate of eight percent (8%) per annum on the Principal Amount accruing from the date of each advance as described herein, at maturity or upon acceleration or otherwise, as set forth in this Amended and Restated Promissory Note (the “Note”). The first advance of $370,000.00 was made on November 30, 2018, and the second advance of $950,000.00 was made on January 8, 2019. The maturity date for the Note shall be January 8, 2020 (the “Maturity Date”), and is the date upon which the principal sum, as well as any accrued and unpaid interest and other fees, shall be due and payable. This Note has been executed not in payment or satisfaction of, but as a complete a

Precision Therapeutics Inc. – AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT PRECISION THERAPEUTICS INC. (January 14th, 2019)

THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received in connection with the funding of all or a portion of the purchase price of that certain amended and restated promissory note in the original principal amount of $1,320,000.00 on January 8, 2019 issued by Precision Therapeutics Inc., a Delaware corporation (the “Company”), to the Holder (as defined below) (the “Note”), Carl Schwartz (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company during the Exercise period (as defined below) such numbers of shares of Common Stock (as defined below) as are set forth herein and in the attached Schedule 1, as it may be amended from time to time (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms

Precision Therapeutics Inc. – COMMON STOCK PURCHASE WARRANT PRECISION THERAPEUTICS INC. (December 19th, 2018)

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the Holder (as defined below), Dawson James Securities, Inc., a Florida corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 1, 2018 (“Issuance Date”), to purchase from Precision Therapeutics Inc., a Delaware corporation (the “Company”), up to 53,589 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price (defined below) per share then in effect.

Precision Therapeutics Inc. – PROMISSORY NOTE (December 7th, 2018)

FOR VALUE RECEIVED, PRECISION THERAPEUTICS INC., a Delaware corporation (hereinafter called the “Borrower”), as of November 30, 2018 (the “Issue Date”), hereby promises to pay to the order of Carl Schwartz, or his registered assigns (the “Holder”) the principal sum of up to $500,000.00 based on the amount of Consideration paid (the “Principal Amount”), together with interest at the rate of eight percent (8%) per annum on the Principal Amount, at maturity or upon acceleration or otherwise, as set forth herein (the “Note”). The maturity date for the Note shall be the earlier of (a) the date five (5) business days after the closing of Borrower’s sale of equity or debt securities of Borrower resulting in gross proceeds of at least $1,000,000.00, or (b) twelve (12) months from the date that this Note is issued (the earlier of such dates is referred to as the “Maturity Date”), and is the date upon which the principal sum, as well as any accrued and unpaid interest and other fees, shall be du

Precision Therapeutics Inc. – COMMON STOCK PURCHASE WARRANT PRECISION THERAPEUTICS INC. (December 7th, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received in connection with the funding of all or a portion of the purchase price of that certain promissory note in the original principal amount of $500,000.00 on November 30, 2018 issued by the Company (as defined below) to the Holder (as defined below) (the “Note”), Carl Schwartz (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Precision Therapeutics Inc., a Delaware corporation (the “Company”), up to 299,043 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect; provided, that the Holder shall only be entitled to the prorated number of Warrant Sha

Precision Therapeutics Inc. – COMMON STOCK PURCHASE WARRANT PRECISION THERAPEUTICS INC. (December 7th, 2018)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received in connection with the funding of all or a portion of the purchase price of that certain promissory note in the original principal amount of $500,000.00 on November 30, 2018 issued by the Company (as defined below) to the Holder (as defined below) (the “Note”), Carl Schwartz (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Precision Therapeutics Inc., a Delaware corporation (the “Company”), up to 299,043 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect; provided, that the Holder shall only be entitled to the prorated number of Warrant Sha

Precision Therapeutics Inc. – PROMISSORY NOTE (December 7th, 2018)

FOR VALUE RECEIVED, PRECISION THERAPEUTICS INC., a Delaware corporation (hereinafter called the “Borrower”), as of November 30, 2018 (the “Issue Date”), hereby promises to pay to the order of Carl Schwartz, or his registered assigns (the “Holder”) the principal sum of up to $500,000.00 based on the amount of Consideration paid (the “Principal Amount”), together with interest at the rate of eight percent (8%) per annum on the Principal Amount, at maturity or upon acceleration or otherwise, as set forth herein (the “Note”). The maturity date for the Note shall be the earlier of (a) the date five (5) business days after the closing of Borrower’s sale of equity or debt securities of Borrower resulting in gross proceeds of at least $1,000,000.00, or (b) twelve (12) months from the date that this Note is issued (the earlier of such dates is referred to as the “Maturity Date”), and is the date upon which the principal sum, as well as any accrued and unpaid interest and other fees, shall be du

Precision Therapeutics Inc. – Contract (November 14th, 2018)

Filing under Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Filing by: Precision Therapeutics Inc.: SEC File Nos. 001-36790; and 333-221966

Precision Therapeutics Inc. – Precision Therapeutics – Fiscal Third Quarter 2018 Earnings Script (November 14th, 2018)

Good day everyone, and welcome to the Precision Therapeutics Q3 2018 Business Update. Today's conference is being recorded, and at this time I would like to turn the call over to Elizabeth Barker, Investor Relations at KCSA Strategic Communications. Please go ahead.

Precision Therapeutics Inc. – Precision Therapeutics Secures Rights to Novel Technology Designed To Develop Drugs That Target Specific Cancer by Its Mutation (November 6th, 2018)

This effort is part of the partnership of TumorGenesis and GLG to advance ovarian cell capture, culture and chemistry (screening multiple oncology compounds against a patient’s individual tumor). 14 of the 24 identified ovarian cancer cell types represent nearly 90% of all ovarian cancers, TumorGenesis’ first drug discovery target. The development of the kit is the first milestone in the company’s quest to grow human tumors outside the body. The next three milestones include identifying the peptides and structure needed to grow a tumor, selecting the one that works the best, and then growing a tumor exogenously.

Precision Therapeutics Inc. – ASSETS Current Assets: Cash and cash equivalents $ 1,004,269 $ 528,889 $ - $ - $ 1,533,158 Accounts Receivable 315,327 133,709 - - 449,036 Notes Receivable 167,512 - (167,512 ) - (c) - Inventories 244,660 38,124 - - 282,784 Prepaid Expense and other assets 275,476 13,825 - - 289,301 Total Current Assets 2,007,244 714,547 (167,512 ) - 2,554,279 Notes Receivable 1,112,524 - - - 1,112,524 Equity Method Investment 581,742 (581,742 ) - (d) - Equity Investment 1,243,000 (1,243,000 ) - (d) - Fixed Assets, net 184,385 1,799,669 - - 1,984,054 Intangibles, net 115,139 167,789 - - 282,928 Goodwill 15,156 (October 30th, 2018)

Precision Therapeutics(1)  Helomics Holding(2)  Purchase Adjustments  Debt Conversion Adjustments  Note 3  Proforma Combined

Precision Therapeutics Inc. – Corporate Mission: To Apply Artificial Intelligence (‘AI’) To Personalized Medicine and Drug Discovery Nasdaq: AIPT October 2018 Forward - Looking Statements This presentation includes “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include but are not limited to our plans, objectives, expectations and intentions and other statements that contain words such as “expects,” “contemplates,” “anticipates,” “plans,” “intends,” “believes” and variations of such words or similar expressions that predict or indicate future even (October 30th, 2018)
Precision Therapeutics Inc. – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among PRECISION THERAPEUTICS INC., Helomics Acquisition, Inc., HELOMICS HOLDING CORPORATION and GERALD J. VARDZEL, JR., AS STOCKHOLDER REPRESENTATIVE Dated as of October 22, 2018 (October 30th, 2018)

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 22, 2018, by and among Precision Therapeutics, Inc., f/k/a Skyline Medical Inc., a Delaware corporation (“Parent”), Helomics Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Helomics Holding Corporation, a Delaware corporation (the “Company”), and Gerald J. Vardzel, Jr., in his capacity as Stockholder Representative (“Stockholder Representative”). Certain capitalized terms used in this Agreement are defined in Exhibit A.