Predictive Oncology Inc. — Director's Dealing 2012

Aug 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BioDrain Medical, Inc. (BIOR)
CIK: 0001446159
Period of Report: 2012-08-15

Reporting Person: Herschkowitz Samuel (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-15	Common Stock, par value $0.01 per share	J	13250000	—	Acquired	45082770	Direct
2012-08-15	Common Stock, par value $0.01 per share	J	13250000	—	Acquired	45082770	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-15	Convertible Promissory Note	$	J	15206953	Acquired		Common Stock, par value $0.01 per share (46480336)	Direct
2012-08-15	Convertible Promissory Grid Note	$	J	21262234	Acquired		Common Stock, par value $0.01 per share (46480336)	Indirect

Footnotes

F1: On August 15, 2012, the Issuer entered into a letter agreement (the "Forbearance Agreement") with Dr. Herschkowitz (both on his own behalf and on behalf of Atlantic Partners Alliance LLC ("Atlantic Partners")) and SOK Partners, LLC ("SOK Partners") pursuant to which Dr. Herschkowitz and SOK Partners agreed to (i) forbear from enforcing their rights under the Convertible Promissory Note (the "First Note"), dated December 20, 2011, in the original principal amount of $240,000 made by the Issuer in favor of Dr. Herschkowitz and the Convertible Promissory Grid Note (the "Grid Note"), dated March 28, 2012, made by the Issuer in favor of SOK Partners, (ii) terminate the letter agreement, dated March 14, 2012, between the Issuer and Atlantic Partners, which granted Dr. Herschkowitz and his affiliates certain anti-dilution rights, and (continued on footnote 2)

F2: (iii) extend the maturity date of each of the First Note and the Grid Note to December 31, 2012. In consideration of such agreements, the Issuer agreed to (x) issue to each of Dr. Herschkowitz and SOK Partners on the date of the Forbearance Agreement 13,250,000 shares of the Issuer's Common Stock, par value $0.01 per share ("Shares") and (y) adjust the conversion price under each of the First Note and the Grid Note from $0.065 per Share to $0.014 per Share.

F3: Atlantic Partners Alliance is the sole member of SOK Partners. Dr. Herschkowitz is one of the members of Atlantic Partners and may therefore be deemed to be the beneficial owner of securities of the Issuer held by SOK Partners.

F4: The First Note may be converted at any time into a number of Shares equal to the then outstanding principal amount and accrued interest under the First Note divided by $0.014. The current outstanding principal amount and accrued interest under the First Note is $271,339.73, which amount, if converted into Shares, would result in the issuance of 19,381,411 Shares. The conversion price under the First Note is subject to adjustment upon the occurrence of certain events, such as stock splits and the issuance of stock for a consideration per Share less than such conversion price.

F5: The adjustment of the conversion price under the First Note from $0.065 to $0.014 would result, upon conversion of the outstanding principal amount and accrued interest under the First Note into Shares, in the issuance of 15,206,953 additional Shares to Dr. Herschkowitz.

F6: The Grid Note may be converted at any time into a number of Shares equal to the then outstanding principal amount and accrued interest under the Grid Note divided by $0.014. The current outstanding principal amount and accrued interest under the Grid Note is $379,384.95, which amount, if converted into Shares, would result in the issuance of 27,098,925 Shares. The conversion price under the First Note is subject to adjustment upon the occurrence of certain events, such as stock splits and the issuance of stock for a consideration per Share less than such conversion price.

F7: The adjustment of the conversion price under the Grid Note from $0.065 to $0.014 would result, upon conversion of the outstanding principal amount and accrued interest under the Grid Note into Shares, in the issuance of 21,262,234 additional Shares to SOK Partners.