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Predictive Oncology Inc. — Director's Dealing 2012
May 17, 2012
35106_dirs_2012-05-17_486e9f51-85e3-406f-8259-d979cb676f67.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: BioDrain Medical, Inc. (BIOR)
CIK: 0001446159
Period of Report: 2012-05-04
Reporting Person: SOK Partners LLC (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2012-05-04 | Common Stock, par value $0.01 per share | J | 4615385 | — | Acquired | 9230770 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2012-05-04 | Convertible Promissory Grid Note | $ | J | 0 | Acquired | Common Stock, par value $0.01 per share (3425000) | Direct |
Footnotes
F1: On May 17, 2012, the Issuer instructed its transfer agent to issue to SOK Partners LLC ("SOK Partners") a stock certificate evidencing 4,615,385 shares of the Issuer's Common Stock, par value $0.01 per share ("Shares"), registered in the name of SOK Partners. Such Shares represent the second equity bonus issuable to SOK Partners under the Note Purchase Agreement, dated as of March 28, 2012, between the Issuer and SOK Partners (the "SOK Note Purchase Agreement") upon SOK Partners having made aggregate advances under the Convertible Promissory Grid Note, dated March 28, 2012, made by the Issuer in favor of SOK Partners (the "Grid Note") of not less than $300,000, which event occurred on May 4, 2012.
F2: The outstanding principal amount under the Grid Note may be converted into a number of Shares equal to the then outstanding principal amount under the Grid Note divided by $0.065 (the "Grid Note Conversion Price"). The current outstanding principal amount under the Grid Note is $307,282. The Grid Note Conversion Price 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 the Grid Note Conversion Price.
F3: On May 4, 2012, SOK Partners made an advance to the Issuer under the Grid Note that, combined with prior advances to the Issuer thereunder, increased the outstanding principal amount under the Grid Note to $307,282. The current aggregate outstanding principal amount under the Grid Note is convertible into an aggregate of 4,727,415 Shares.
F4: The Grid Note may be converted into Shares at any time at the option of SOK Partners. The Grid Note shall mandatorily be converted into Shares if the Issuer effects certain qualified transactions where, as a result thereof, the surviving entity has available at least $399,000 in additional cash and cash equivalents as a result of the transaction.