Mosaic ImmunoEngineering Inc acquired Patriot Scientific Corporation for $30.3 million in a reverse merger transaction.
August 23, 2020
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Mosaic ImmunoEngineering Inc entered into a stock purchase agreement to acquire Patriot Scientific Corporation (OTCPK:PTSC) for $30.3 million in a reverse merger transaction on August 19, 2020. Under the terms of consideration, Patriot will acquire 0.63 million Class A common stock and 0.01 million Class B common stock. Class A common stock holders will receive 0.63 million shares in Patriot's preferred stock to be designated Series A Convertible Preferred Stock and holders of the Class B Stock shall receive 0.07 shares of the Parent's preferred stock to be designated Series B Convertible Preferred Stock. Each share of the Series A Preferred; shall convert into 5,097.053 shares of common stock of Patriot Scientific, possess full voting rights, on an as-converted basis, as the common stock of Patriot Scientific and have no dividend rate. Each share of the Series B Preferred shall convert into 5,734.185 shares of common stock of Patriot Scientific, possess full voting rights, on an as-converted basis, as the common stock of Patriot Scientific, have no dividend rate, and shall possess certain anti-dilution protections as defined in the Series B Certificate of Designations. Name and ticker symbol of Patriot Scientific will be changed upon mutual agreement.
In conjunction with the Stock Purchase Agreement, Carlton Johnson will resign from his role as Interim Executive Officer, Interim Chief Financial Officer, and Secretary of Patriot Scientific effective August 28, 2020. Carlton Johnson will continue to serve as a member of the Board of Directors. Upon the resignation of Carlton Johnson, Steven King will be appointed President and Chief Executive Officer of Patriot Scientific, Paul Lytle will be appointed Executive Vice President, Chief Financial Officer, and Secretary of Patriot Scientific, and Nicole Steinmetz, will be appointed Chief Scientific Officer of Patriot Scientific. Also in conjunction with the Stock Purchase Agreement, Steven King, Paul Lytle, Nicole Steinmetz, and Robert Garnick, were appointed to serve as members of the Board of Directors of Patriot Scientific. Gloria Felcyn and Carlton Johnson will continue to serve as members of the Board of Directors.
The transaction is subject to regulatory approval and resignation of the officers of Patriot Scientific. The Board of Directors of Patriot Scientific has approved execution of the Stock Purchase Agreement and the Board of Directors of Mosaic has unanimously approved the execution of the Stock Purchase Agreement. Dean Colucci of Duane Morris LLP acted as the legal advisor for Mosaic and Otto E. Sorensen of Law Office of Otto E. Sorensen acted as the legal advisor for Patriot.
Mosaic ImmunoEngineering Inc completed the acquisition of Patriot Scientific Corporation (OTCPK:PTSC) in a reverse merger transaction on August 21, 2020.
Mosaic ImmunoEngineering Inc. is a development-stage biotechnology company. The Company is focused on developing and commercializing its immunomodulator platform technology. The Companyâs core technology platform is based on Cowpea mosaic virus (CPMV), which is non-infectious to humans or other animals but upon intra-tumoral administration, elicits an innate immune response resulting in potent antitumor activity against the primary and distant tumor sites. The Companyâs lead immunotherapy product candidate, MIE-101, is based on a naturally occurring plant virus known as CPMV. The product is injected directly into a tumor and can act as an in-situ vaccine using markers of the injected tumor as the target which results in the activation of an immune response against the primary tumor and to prime systemic anti-tumor immunity, while reversing immunosuppressive signals in the tumor microenvironment (TME). MIE-101 is used for the treatment of many different types of cancer.
MOSAIC IMMUNOENGINEERING, INC. 
