Predictive Oncology Inc. — Director's Dealing 2012

Apr 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BioDrain Medical, Inc. (BIOR)
CIK: 0001446159
Period of Report: 2012-04-13

Reporting Person: Herschkowitz Samuel (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-13	Common Stock, par value $0.01 per share	J	100000	—	Acquired	4920718	Direct
2012-04-13	Common Stock, par value $0.01 per share	J	163333	—	Acquired	4920718	Direct

Footnotes

F1: 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"), in exchange for a loan in cash in the amount of $240,000 from Dr. Herschkowitz to the Issuer, the Issuer issued to Dr. Herschkowitz a Convertible Promissory Note (the "First Note"), dated December 20, 2011, in the original principal amount of $240,000. Pursuant to the First Note Purchase Agreement, the Issuer agreed to issue an equity bonus to Dr. Herschkowitz in an amount based upon the outstanding principal amount under the First Note. Prior to being amended and restated, the First Note was issued in the original principal amount of $225,000. Upon amending and restating the First Note, the original principal amount thereunder was increased to $240,000.

F2: While the initial equity bonus due to Dr. Herschkowitz has not yet been issued, the 100,000 shares reported in Table I are an equity bonus issued pursuant to the First Note Purchase Agreement for the $15,000 increase in the outstanding principal amount under the First Note. The shares were issued at a value of $0.15 per share.

F3: As long as any amount payable under the First Note remains outstanding, Dr. Herschkowitz or his designee is entitled to appoint a special advisor to the Issuer's board of directors (the "Board"), who will be appointed as a member of the Board upon request. Pursuant to this authority, Joshua Kornberg was appointed to the Board on March 9, 2012. Under the First Note Purchase Agreement, Dr. Herschkowitz may be entitled to receive additional shares of the Issuer's common stock ("Shares") as compensation for the attendance by his nominee at meetings of the Board, should he elect to receive such compensation in Shares in lieu of cash. The 163,333 Shares reported in Table I are Shares issued as compensation for the attendance of Mr. Kornberg, as Dr. Herschkowitz's designee, at several meetings of the Board. The Shares were issued at a value of $0.15 per Share.