Skyline Medical Inc. (NasdaqCM:SKLN) (‘Skyline') signed a binding letter of intent to acquire CytoBioScience, Inc. on July 21, 2017. On August 9, 2017, Skyline and CytoBioScience entered into a definitive agreement regarding the merger. As per the terms of the agreement, Skyline will issue as consideration 1,234,086 shares of its common stock, 6,791,097 shares of Series C Redeemable Preferred Stock of Skyline, 1.2 million shares of Series D Redeemable Preferred Stock of Skyline and 1,586,017 shares of Series E Preferred Stock of Skyline. The Class C, Class D and Class E Preferred Stock issued in the merger will be non-convertible, non-voting shares, and the Class C and Class D Preferred Stock will have a liquidation preference of $24.9 million. The Preferred Stock will be subject to such other rights and preferences agreed upon by Skyline and CytoBioscience.

The merged entity will operate under the Skyline Medical corporate name with CytoBioscience as a subsidiary. The Board of Directors of the combined firm will consist of seven directors, and CytoBioscience will have the right to designate two persons to the Board. James Garvin, the current Chief Executive Officer of CytoBioscience, will become the President of the combined company. Carl Schwartz will be the Chief Executive Officer, Bob Myers will be Chief Financial Officer and Dave Johnson will be Chief Operating Officer. Officers of Skyline will continue to remain in the same offices after the closing of the merger.

Completion of the merger is subject to execution of a definitive merger agreement and certain conditions to closing, including the receipt of all approvals and consents of governmental bodies, lenders, lessors and third parties, no material adverse changes in the business of CytoBioscience prior to the closing, no pending or threatened litigation regarding the merger, listing of the Common Shares on the NASDAQ Capital Market, satisfactory results of the due diligence of CytoBioscience, appropriate employment and inducement agreements are executed with employees of CytoBioscience, conversion of all debt and warrants of CytoBioscience into the right to receive the merger consideration, approval by stockholders and Boards of Directors of CytoBioscience and Skyline, receipt of a legal opinion in form reasonably acceptable to Skyline that the transaction qualifies as tax free reorganization under the provisions of the Internal Revenue Code, approval of the continued listing of Skyline's common stock on the Nasdaq Capital Market and other customary conditions.

The transaction is expected to be completed by September 30, 2017. The closing date may be extended by the mutual consent. On September 29, 2017, Skyline announced that it had submitted all necessary paperwork to NASDAQ for review, subject to additional financial and due diligence documentation being provided by third parties that is expected to be submitted in the coming weeks. The merger is expected to be completed by October 31, 2017. David Weinstein from Dawson James Securities Inc. served as financial advisor to Skyline. Martin R. Rosenbaum from Maslon LLP served as the legal advisor to Skyline. Gregory S. Curran from Maynard, Cooper & Gale, P.C. served as legal advisor to CytoBioscience. Kim Sutton Golodetz from LHA Investor Relations served as the investor relations contact on the deal for Skyline.

Skyline Medical Inc. (NasdaqCM:SKLN) (‘Skyline') cancelled the acquisition of CytoBioScience, Inc. on November 7, 2017. The transaction was terminated due to unforeseen delays in obtaining CytoBioscience's audited financial statements, which would otherwise have delayed the satisfaction of conditions to closing the merger, including Nasdaq approval and CytoBioscience shareholder approval. By terminating the agreement and focusing on the proposed joint venture, the parties intend to shorten the timetable for collaboration between the parties to jointly build the personalized medicine business.