Predictive Oncology Inc. — Director's Dealing 2012

Apr 6, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BioDrain Medical, Inc. (BIOR)
CIK: 0001446159
Period of Report: 2012-03-28

Reporting Person: Herschkowitz Samuel (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	3734308	Direct
Common Stock, par value $0.01 per share	4615385	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Convertible Promissory Note	$		Common Stock, par value $0.01 per share (3692308)		Direct
Convertible Promissory Grid Note	$		Common Stock, par value $0.01 per share (1302415)		Indirect

Footnotes

F1: Pursuant to the Note Purchase Agreement, dated as of March 28, 2012, by and among the Issuer and SOK Partners LLC (the "SOK Note Purchase Agreement"), (i) the shares of Common Stock disclosed in Table I (the "Acquired Securities") are an equity bonus issuable to SOK Partners LLC ("SOK Partners") under the SOK Note Purchase Agreement and (ii) the Issuer issued to SOK Partners the Convertible Promissory Grid Note (the "Grid Note") disclosed in Table II, the principal of which is convertible into Common Stock. The Acquired Securities are required to be issued to, and the Grid Note was issued to, SOK Partners pursuant to the SOK Note Purchase Agreement. Atlantic Partners Alliance LLC ("Atlantic Partners") is the sole member of SOK Partners. Dr. Herschkowitz is one of the members of Atlantic Partners and therefore may be deemed to be the beneficial owner of securities of the Issuer held by SOK Partners.

F2: Pursuant to the Amended and Restated Note Purchase Agreement, dated as of December 20, 2011, by and among the Issuer and Dr. Samuel Herschkowitz (the "First Note Purchase Agreement"), the Issuer issued to Dr. Herschkowitz the Convertible Promissory Note (the "First Note") disclosed in Table II, the principal of which is convertible into Common Stock at any time at the option of Dr. Herschkowitz. The First Note shall be converted into Common Stock if the Issuer effects certain qualified transactions where, as a result, the surviving entity has available at least $399,000 in additional cash and cash equivalents as a result of the transaction.

F3: The First Note is convertible so long as any amount remains payable under the First Note. The First Note shall become due and payable on the earlier of (i) June 20, 2012, (ii) the date that is six months following December 20, 2011 and (iii) 30 days following a financing by the Issuer from a party other than SOK Partners LLC or its affiliates with gross proceeds of at least $399,000.

F4: The First Note issued pursuant to the First Note Purchase Agreement may be converted into a number of shares of Common Stock equal to the outstanding principal amount of the First Note ($240,000) divided by $0.065 (the "Conversion Price"). The Conversion Price is subject to adjustment upon the occurrence of certain events, such as stock splits and issuance of stock for a consideration per share less than the Conversion Price.

F5: The Grid Note may be converted into shares of Common Stock at any time at the option of SOK Partners. The Grid Note shall be converted into Common Stock if the Issuer effects certain qualified transactions where, as a result, the surviving entity has available at least $399,000 in additional cash and cash equivalents as a result of the transaction.

F6: The Grid Note is convertible so long as any amount remains payable under the Grid Note. The Grid Note shall become due and payable on the earlier of (i) 150 days following March 28, 2012 and (ii) 30 days following a financing by the Issuer with gross proceeds of at least $399,000.

F7: The Grid Note issued pursuant to the SOK Note Purchase Agreement may be converted into a number of shares of Common Stock equal to the then outstanding principal amount of the Grid Note divided by $0.065 (the "Grid Note Conversion Price"). The current outstanding principal of the Grid Note is $84,657. The Grid Note Conversion Price is subject to adjustment upon the occurrence of certain events, such as stock splits and issuance of stock for a consideration per share less than the Grid Note Conversion Price.