8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2008

Oracle Healthcare Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	000-51785	26-0126028
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 Greenwich Ave., 3rd Floor

Greenwich, Connecticut 06830

(Address of principal executive offices)

(203) 862-7900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on December 3, 2007, Oracle Healthcare Acquisition Corp., a Delaware corporation (“Oracle”), PTI Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Oracle (“Merger Sub”), Precision Therapeutics, Inc., a Delaware corporation (“PTI”), and, for the limited purposes provided in Article X thereof, Joel P. Adams entered into an Agreement and Plan of Merger, which was amended on January 24, 2008 (as so amended, the “Merger Agreement”), pursuant to which Oracle agreed to acquire PTI by means of a merger (the “Merger”) of Merger Sub with and into PTI, with PTI being the surviving corporation of the Merger as a wholly owned subsidiary of Oracle.

On February 25, 2008, Oracle, Merger Sub, PTI and Joel P. Adams, as representative of PTI stockholders, entered into an amendment to the Merger Agreement (the “Second Amendment”). Pursuant to the Second Amendment, the number of shares of Oracle common stock used in the calculation of the exchange ratio pursuant to which shares of PTI common stock would be exchanged for shares of Oracle common stock (identified as the “Share Multiplication Factor” in the “Example of Calculation of Exchange Ratio and Number of Oracle Shares to be Issued/Reserved for Issuance” included in the proxy statement/prospectus, dated February 11, 2008 (“Proxy Statement/Prospectus”), that has been filed with the U. S. Securities and Exchange Commission (the “SEC”) and mailed to the Oracle stockholders) will be reduced from 22,500,000 to 19,125,000 shares, resulting in a reduction in the merger consideration to be issued, or reserved for issuance, at the closing of the Merger to PTI stockholders and holders of options and warrants to purchase PTI stock by approximately 15%. Pursuant to the Second Amendment, the number of shares of Oracle common stock that would be placed into escrow to satisfy any indemnification claims that may be asserted by Oracle has been reduced by 15% from 2,250,000 to 1,912,500 shares.

The Proxy Statement/Prospectus also described additional contingent consideration payable to the former PTI securityholders in the form of “Top-Up Consideration” and “Milestone Consideration.” As a result of the Second Amendment, the “Top-Up Consideration” has been eliminated. The provisions in the Merger Agreement regarding the “Milestone Consideration” have not been changed. The Second Amendment also provides that, as a condition to the closing of the Merger, a redemption agreement shall be in full force and effect pursuant to which each purchaser of Oracle’s common stock issued prior to its initial public offering agrees to have 50% of the shares of Oracle common stock purchased by such holder prior to the initial public offering purchased and redeemed by Oracle at a purchase price of $0.0083 per share concurrently with the closing of the merger, thereby reducing the number of such shares outstanding from 3,750,000 shares to 1,875,000 shares.

This Item 1.01 contains a brief summary of the Second Amendment and the transactions contemplated thereby. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is attached hereto as Exhibit 2.1 and is incorporated in this Item 1.01 by reference.

Item 8.01 Other Events.

Beginning February 26, 2008, Oracle will hold meetings with certain investors regarding the Merger. The presentation to be used in connection with such investor meetings is furnished as Exhibit 99.1 to this report.

*    *    *

This Current Report on Form 8-K does not constitute an offer of securities. The proposed Merger will be submitted to Oracle’s stockholders for their consideration. ORACLE URGES YOU TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ORACLE, PTI AND THE PROPOSED MERGER. Investors will be able to obtain free copies of the proxy statement/prospectus as well as other filed documents containing information about Oracle and the proposed Merger at http://www.sec.gov, the SEC’s website.

- 2 -

Oracle and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from Oracle’s shareholders with respect to the proposed Merger. Information regarding the officers and directors of Oracle is included in its Annual Report on Form 10-K/A for its fiscal year ended December 31, 2006 filed with the SEC on December 3, 2007. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, is or will be set forth in the proxy statement/prospectus and other materials filed with the SEC in connection with the proposed Merger.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description:
Exhibit 2.1	Amendment No. 2 to Agreement and Plan of Merger, dated as of February 25, 2008 by and among Oracle Healthcare Acquisition Corp., PTI Acquisition Sub, Inc., Precision Therapeutics, Inc. and Joel P. Adams.
Exhibit 99.1	Investor Presentation

- 3 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ORACLE HEALTHCARE ACQUISITION CORP.
Date: February 25, 2008	By:	/s/ Joel D. Liffmann
	Name:	Joel D. Liffmann
	Title:	President and Chief Operating Officer

- 4 -

INDEX TO EXHIBITS

Exhibit No.	Description:
Exhibit 2.1	Amendment No. 2 to Agreement and Plan of Merger, dated as of February 25, 2008 by and among Oracle Healthcare Acquisition Corp., PTI Acquisition Sub, Inc., Precision Therapeutics, Inc. and Joel P. Adams.
Exhibit 99.1	Investor Presentation

- 5 -

EX-2.1

Exhibit 2.1

EXECUTION VERSION

AMENDMENT NO. 2

TO

AGREEMENT AND PLAN OF MERGER

THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of February 25, 2008 by and among Oracle Healthcare Acquisition Corp., a Delaware corporation (“Parent”), PTI Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Precision Therapeutics, Inc., a Delaware corporation (the “Company”), and Joel P. Adams (the “Stockholder Representative”).

W I T N E S S E T H:

WHEREAS, on December 3, 2007, Parent, Merger Sub, the Company and, for the limited purposes provided in Article X thereof, the Stockholder Representative entered into an Agreement and Plan of Merger (as amended on January 24, 2008, the “Merger Agreement”);

WHEREAS, the parties hereto desire to amend the Merger Agreement as provided herein;

WHEREAS, pursuant to Section 9.5 of the Merger Agreement, the Merger Agreement may be amended by the parties thereto by action taken or authorized by their respective Boards of Directors and subject to any approval of stockholders required by applicable law;

WHEREAS, the Boards of Directors of Parent, Merger Sub and the Company have approved and authorized the execution and delivery of this Amendment and the performance of the transactions contemplated hereby; and

WHEREAS, the stockholders of the Company have approved the Merger Agreement and this Amendment, and the Merger Agreement, as amended by this Amendment, will be submitted to the stockholders of Parent for their approval;

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, each intending to be legally bound, hereby agree as follows:

SECTION 1.

AMENDMENTS TO MERGER AGREEMENT

1.1. Section 1.8(c). Section 1.8(c) of the Merger Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

“(c) Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the shares of Company Common Stock referred to in Section 1.8(b) hereof and shares of Company Common Stock owned by Parent, Merger Sub or any other direct or indirect Subsidiary of Parent (collectively, “Excluded Shares”) and the

Dissenting Shares) shall be converted into the right to receive the following, subject to Section 2.4 hereof with respect to fractional shares, and to Section 2.10 hereof with respect to shares deposited with the Escrow Agent:

(i) the Per Share Merger Consideration; and

(ii) the Milestone Consideration Per Share (if any).”

1.2. Section 1.10. Section 1.10 of the Merger Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

“1.10 Treatment of Options.

(a) At the Effective Time, each outstanding option to purchase a share of Company Common Stock (collectively, “Company Options”) granted under any Company Stock Plan, whether or not then exercisable or vested, shall automatically be converted, by virtue of the Merger and without any action on the part of the holder thereof, into an option to acquire such number of shares of Parent Common Stock (a “Rollover Option”) equal to the product of (x) the number of shares of Company Common Stock subject to such Company Option and (y) the Exchange Ratio (provided that any fractional share resulting from such multiplication shall be rounded down to the nearest whole share). Each Rollover Option shall also include the right to receive the applicable Milestone Consideration Per Share (if any). Each Rollover Option shall be subject to, and shall vest and remain exercisable in accordance with, the same terms and conditions of the Company Option it replaces, except that the exercise price per share of each Rollover Option shall be equal to the quotient of (i) the exercise price per share of such Company Option and (ii) the Exchange Ratio (provided that such exercise price shall be rounded up to the nearest whole cent). The conversion of the Company Options to Rollover Options pursuant to this Section 1.10 shall be effected in a manner consistent with Section 424 of the Code. Parent shall take reasonable steps to ensure that any Company Option that qualifies as an “incentive stock option” under Section 422 of the Code immediately prior to the Closing shall not lose its status as an incentive stock option as a result of the conversion to a Rollover Option described above. Following the Closing, Parent shall send to each holder of a Rollover Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such Rollover Option, and (ii) the exercise price per share of Parent Common Stock issuable upon exercise of such Rollover Option. Not later than four (4) business days (within the meaning of Form 8-K) after the Effective Time, Parent shall, with full cooperation from the Company prior to the Closing and from the Surviving Corporation following the Closing, prepare and file with the SEC a report on Form 8-K as required with respect to the Merger. As soon as permissible following the filing of such report on Form 8-K, Parent shall file with the SEC a registration statement on Form S-8 registering the exercise of any Rollover Options. Parent shall use commercially reasonable efforts (i) to cause, to the extent reasonably practicable, any shares of Parent Common Stock issued

- 2 -

upon exercise of Rollover Options prior to the effectiveness of the registration statement on Form S-8 to be included in the shares to be registered in the Registration Statement, and (ii) to cause such Form S-8 registration statement to remain effective for so long as any Rollover Options remain outstanding.

(b) All shares of restricted Company Common Stock granted under the Company Stock Plans (and any other shares of Company Common Stock subject to vesting or future issuance under the Company Stock Plans) (collectively, “Other Stock Awards”) outstanding immediately prior to the Effective Time, whether or not then vested, shall be treated in the same manner as all other shares of Company Common Stock outstanding immediately prior to the Effective Time; provided, however, that the Per Share Merger Consideration and the Milestone Consideration Per Share (if any) received by each holder in exchange for the holder’s Other Stock Awards shall be subject to the terms and conditions (including vesting schedules) applicable to such Other Stock Awards as in effect prior to the Effective Time.

(c) The Company and Parent shall take all such steps and actions as may be required to cause the transactions contemplated by this Section 1.10 and any other dispositions of Company equity securities (including derivative securities) or acquisitions of Parent equity securities (including derivative securities) in connection with this Agreement by each individual who (i) is a director or officer of the Company or (ii) at the Effective Time will become a director or officer of Parent, to become exempt under Rule 16b-3 promulgated under the Exchange Act.”

1.3. Section 1.11. Section 1.11 of the Merger Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

“1.11 Treatment of Warrants. From and after the Effective Time:

(a) Series I Warrants. Pursuant to the provisions of Section 7(c) of the Series I Warrants (as applicable), (i) each holder of a Series I Warrant shall have the right to receive upon the exercise of such Series I Warrant the kind and amount of shares of Parent Common Stock which such holder would have been entitled to receive if immediately prior to the Effective Time such holder had held the number of shares of Company Common Stock which are then purchasable upon the exercise of such Series I Warrant (provided that such number of shares of Parent Common Stock shall not be reduced for any shares which would have otherwise been subject to deposit with the Escrow Agent as provided in Section 2.10), and (ii) appropriate adjustment shall be made by Parent in the application of the provisions set forth in each Series I Warrant with respect to the rights and interests thereafter of the holder thereof such that the provisions set forth in such Series I Warrant (including provisions with respect to adjustment of the “Purchase Price” defined therein) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of Parent Common Stock deliverable upon the exercise of such Series I Warrant.

- 3 -

(b) Series II Warrants. Pursuant to the provisions of Section 7(b) of the Series II Warrants (as applicable), (i) each holder of a Series II Warrant shall have the right to receive upon the exercise of such Series II Warrant the kind and amount of shares of Parent Common Stock which such holder would have been entitled to receive if immediately prior to the Effective Time such holder had held the number of shares of Company Common Stock which are then purchasable upon the exercise of such Series II Warrant (provided that such number of shares of Parent Common Stock shall not be reduced for any shares which would have otherwise been subject to deposit with the Escrow Agent as provided in Section 2.10) and (ii) appropriate adjustment shall be made by Parent in the application of the provisions set forth in each Series II Warrant with respect to the rights and interests thereafter of the holder thereof such that the provisions set forth in such Series II Warrant (including provisions with respect to adjustment of the “Purchase Price” defined therein) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of Parent Common Stock deliverable upon the exercise of such Series II Warrant.

(c) Series III Warrants. Pursuant to the provisions of Section 7(b) of the Series III Warrants (as applicable), (i) each holder of a Series III Warrant shall have the right to receive upon the exercise of such Series III Warrant the kind and amount of shares of Parent Common Stock which such holder would have been entitled to receive if immediately prior to the Effective Time such holder had held the number of shares of Company Common Stock which are then purchasable upon the exercise of such Series III Warrant (provided that such number of shares of Parent Common Stock shall not be reduced for any shares which would have otherwise been subject to deposit with the Escrow Agent as provided in Section 2.10), and (ii) appropriate adjustment shall be made by Parent in the application of the provisions set forth in each Series III Warrant with respect to the rights and interests thereafter of the holder thereof such that the provisions set forth in such Series III Warrant (including provisions with respect to adjustment of the “Purchase Price” defined therein) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of Parent Common Stock deliverable upon the exercise of such Series III Warrant.

(d) National City Warrant. Pursuant to the provisions of Section 7(b) of the National City Warrant, (i) the holder of the National City Warrant shall have the right to receive upon the exercise thereof the kind and amount of shares of Parent Common Stock which such holder would have been entitled to receive if immediately prior to the Effective Time such holder had held the number of shares of Company Common Stock which are then purchasable upon the exercise of the National City Warrant (provided that such number of shares of Parent Common Stock shall not be reduced for any shares which would have otherwise been subject to deposit with the Escrow Agent as provided in Section 2.10), and (ii) appropriate adjustment shall be made by Parent in the application of the provisions set forth in the National City Warrant with respect to the rights and interests thereafter of the holder thereof such that the provisions set forth in the

- 4 -

National City Warrant (including provisions with respect to adjustment of the “Purchase Price” defined therein) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any shares of Parent Common Stock deliverable upon the exercise of the National City Warrant.

(e) 2002 GE Warrant. Pursuant to the provisions of Section 7(a) of the 2002 GE Warrant, (i) the holder of such 2002 GE Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of the 2002 GE Warrant, and in lieu of the shares of Company Common Stock theretofore issuable upon exercise of the 2002 GE Warrant, the shares of Parent Common Stock receivable pursuant to Article I hereof upon consummation of the Merger by a holder of the number of shares of Company Common Stock purchasable under the 2002 GE Warrant immediately prior to the Effective Time (provided that such number of shares of Parent Common Stock shall not be reduced for any shares which would have otherwise been subject to deposit with the Escrow Agent as provided in Section 2.10), and (ii) in the event that Parent issues to the holder of the 2002 GE Warrant a new warrant as a replacement of such 2002 GE Warrant, such replacement warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 of the 2002 GE Warrant.

(f) 2005 GE Warrant. Pursuant to the provisions of Section 7(a) of the 2005 GE Warrant, (i) the holder of such 2005 GE Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of the 2005 GE Warrant, and in lieu of the shares of Company Common Stock theretofore issuable upon exercise of the 2005 GE Warrant, the shares of Parent Common Stock receivable pursuant to Article I hereof upon consummation of the Merger by a holder of the number of shares of Company Common Stock purchasable under the 2005 GE Warrant immediately prior to the Effective Time (provided that such number of shares of Parent Common Stock shall not be reduced for any shares which would have otherwise been subject to deposit with the Escrow Agent as provided in Section 2.10), and (ii) in the event that Parent issues to the holder of the 2005 GE Warrant a new warrant as a replacement of such 2005 GE Warrant, such replacement warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 of the 2005 GE Warrant.

(g) 2006 GE Warrant. Pursuant to the provisions of Section 7(a) of the 2006 GE Warrant, (i) the holder of such 2006 GE Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of the 2006 GE Warrant, and in lieu of the shares of Company Common Stock theretofore issuable upon exercise of the 2006 GE Warrant, the shares of Parent Common Stock receivable pursuant to Article I hereof upon consummation of the Merger by a holder of the number of shares of Company Common Stock purchasable under the 2006 GE Warrant immediately prior to the Effective Time (provided that such number of shares of Parent

- 5 -

Common Stock shall not be reduced for any shares which would have otherwise been subject to deposit with the Escrow Agent as provided in Section 2.10), and (ii) in the event that Parent issues to the holder of the 2006 GE Warrant a new warrant as a replacement of such 2006 GE Warrant, such replacement warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 of the 2006 GE Warrant.

(h) Bridge Warrant. Pursuant to the provisions of Section 3.01(d) of the Bridge Warrants (as applicable), (i) each Bridge Warrant shall be exercisable for the number of shares of Parent Common Stock to which a holder of the number of shares of Company Common Stock deliverable upon exercise of such Bridge Warrant would have been entitled to receive pursuant to Article I hereof upon the consummation of the Merger (provided that such number of shares of Parent Common Stock shall not be reduced for any shares which would have otherwise been subject to deposit with the Escrow Agent as provided in Section 2.10), (ii) appropriate adjustment shall be made in the application of the provisions of each Bridge Warrant with respect to the rights and interest thereafter of the holder of such Bridge Warrant, to the end that the provisions set forth therein (including provisions with respect to changes in and other adjustments of the applicable number of shares of stock issuable upon exercise) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of Parent Common Stock deliverable upon the exercise of such Bridge Warrant.

(i) GE Preferred Warrant. Pursuant to the provisions of Section 7(a) of the GE Preferred Warrant, (i) the holder of such GE Preferred Warrant shall have the right to receive, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of the GE Preferred Warrant, and in lieu of the shares of Company Common Stock theretofore issuable upon exercise of the GE Preferred Warrant (after giving effect to the Conversion), the shares of Parent Common Stock receivable pursuant to Article I hereof upon consummation of the Merger by a holder of the number of shares of Company Common Stock purchasable under the GE Preferred Warrant (after giving effect to the Conversion) immediately prior to the Effective Time (provided that such number of shares of Parent Common Stock shall not be reduced for any shares which would have otherwise been subject to deposit with the Escrow Agent as provided in Section 2.10), and (ii) in the event that Parent issues to the holder of the GE Preferred Warrant a new warrant as a replacement of such GE Preferred Warrant, such replacement warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 7 of the GE Preferred Warrant.”

1.4. Section 1.13. Section 1.13 of the Merger Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

“1.13 No Transfers of Contingent Consideration. Neither the Milestone Consideration Per Share nor the right to receive the Milestone

- 6 -

Consideration Per Share may be Transferred by any Person other than pursuant to a Permitted Transfer, provided that nothing contained in this Section 1.13 is intended to, nor shall it be deemed to, restrict or limit the ability of any holder of securities of the Company to Transfer such securities prior to the Effective Time.”

1.5. Section 2.11. Section 2.11 of the Merger Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

“2.11 Treatment of Contingent Consideration; Issuance of Separate Share Certificates. Any Parent Common Stock issued as Milestone Consideration hereunder shall be treated as comprised of two components, a principal component and an interest component, the amounts of which shall be determined as provided in Treasury Regulation Section 1.483-4(b), Example (2), using the three-month test rate of interest provided for in Treasury Regulation Section 1.1274-4(a)(1)(ii) employing the semi-annual compounding period. As to such Parent Common Stock, shares representing the principal component (with a value – determined on the date of issuance – equal to the principal component) and shares representing the interest component (with a value – determined on the date of issuance – equal to the interest component) shall be represented by separate share certificates.”

1.6. Section 8.3. Section 8.3 of the Merger Agreement is hereby amended by adding the following new paragraph (i) at the end thereof:

“(i) Redemption Agreement. The Redemption Agreement shall be in full force and effect.”

1.7. Section 11.8. Section 11.8 of the Merger Agreement is hereby amended by deleting it in its entirety and inserting the following in lieu thereof:

“11.8 Parties in Interest. Except for (i) the rights of the holders of securities of the Company to receive the Per Share Merger Consideration and the Milestone Consideration Per Share following the Effective Time in accordance with the terms of this Agreement (of which such security holders are the intended beneficiaries following the Effective Time), (ii) the rights to continued indemnification and insurance pursuant to Section 6.2 hereof (of which the Persons entitled to indemnification or insurance, as the case may be, are the intended beneficiaries following the Effective Time), and (iii) the rights of the Parent Indemnitees not signatory to this Agreement and the Former Company Stockholders under Article X hereof (of which such Persons are intended beneficiaries following the Effective Time), nothing in this Agreement is intended to confer any rights or remedies under or by reason of this Agreement on any Persons other than the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement is intended to relieve or discharge the obligations or liability of any third Persons to the Company or Parent. No provision of this Agreement shall give any third parties any right of subrogation or action over or against the Company or Parent.”

- 7 -

1.8. Section 11.12.

(a) Section 11.12 of the Merger Agreement is hereby amended by deleting the definition of “Exchange Ratio Factor” contained therein in its entirety and inserting the following definition of “Exchange Ratio Factor” in lieu thereof:

“‘Exchange Ratio Factor” shall mean the quotient obtained by dividing (a) the sum of (i) the product of (A) 19,125,000 and the (B) Parent Common Stock Price and (ii) the Aggregate Exercise Price, by (b) the Fully Diluted Share Amount.”

(b) Section 11.12 of the Merger Agreement is hereby further amended by deleting the definition of “Per Share Escrow Consideration” contained therein in its entirety and inserting the following definition of “Per Share Escrow Consideration” in lieu thereof:

“‘Per Share Escrow Consideration” shall mean the number of shares of Parent Common Stock equal to the quotient obtained by dividing (a) 1,912,500, by (b) the number of shares of Company Common Stock held by Former Company Stockholders immediately prior to the Effective Time.”

(c) Section 11.12 of the Merger Agreement is hereby further amended by adding thereto the following new definition of “Redemption Agreement” in alphabetical order:

“‘Redemption Agreement” shall mean that certain Redemption Agreement, dated as of February 25, 2008, by and among Parent and the “Stockholders” identified on the signature pages thereto, as such agreement may be amended from time to time.”

(d) Section 11.12 of the Merger Agreement is hereby further amended by deleting the definitions of “Top-Up Consideration”, “Top-Up Consideration Per Share” and “Top-Up MAC” contained therein in their entirety.

1.9. Exhibit G. Exhibit G to the Merger Agreement is hereby amended by deleting it in its entirety and replacing it with Exhibit A attached to this Amendment.

SECTION 2.

MISCELLANEOUS

2.1. Full Force and Effect. Except as expressly modified by this Amendment, all of the terms, covenants, agreements, conditions and other provisions of the Merger Agreement shall remain in full force and effect in accordance with their respective terms. As used in the Merger Agreement, the terms “this Agreement,” “herein,” “hereinafter,” “hereunder,” “hereto” and words of similar import shall mean and refer to, from and after the date hereof, unless the context otherwise requires, the Merger Agreement as amended by this Amendment.

- 8 -

2.2. Governing Law. This Amendment shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of Delaware.

2.3. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.

[remainder of page intentionally left blank]

- 9 -

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Agreement and Plan of Merger to be duly executed as of the date first written above.

ORACLE HEALTHCARE ACQUISITION CORP.
By:	/s/ Joel D. Liffmann
Name:	Joel D. Liffmann
Title:	President and Chief Operating Officer
PTI ACQUISITION SUB, INC.
By:	/s/ Joel D. Liffmann
Name:	Joel D. Liffmann
Title:	President and Chief Executive Officer
PRECISION THERAPEUTICS, INC.
By:	/s/ Sean McDonald
Name:	Sean McDonald
Title:	President and CEO
/s/ Joel P. Adams
Name: Joel P. Adams, as initial Stockholder Representative of the Former Company Stockholders

EX-99.1

CONFIDENTIAL

1

Investor Presentation

Exhibit 99.1

CONFIDENTIAL

2

Safe Harbor Statement

This

presentation

may

contain

statements

that

are

not

historical

facts

and

are

considered

“forward-looking”

within

the

meaning

of

the

Private Securities Litigation Reform Act of 1995.  These forward-looking statements are identified by their use of the terms: “expect(s),”

“intend(s),”

“may,”

“plan(s),”

“should,”

“could,”

“will,”

“believe(s),”

“anticipate(s),”

“estimate(s),”

or similar terms.  Oracle Healthcare

Acquisition Corp. (“Oracle”

or the “Company”), Precision Therapeutics, Inc. (“PTI”) or their respective representatives may also make

similar forward-looking statements from time to time orally or in writing.  You are cautioned that these forward-looking statements are

subject to a number of risks, uncertainties, or other factors that may cause (and in some cases have caused) actual results to differ

materially from those described in the forward-looking statements.  These risks and uncertainties include, but are not limited to, the

following: the risk that the merger transaction described in this presentation may not be consummated in a timely manner, if at all; the

inability

to

obtain

the

required

vote

for

approval

of

the

Company’s

stockholders

in

order

to

consummate

the

merger;

the

outcome

of

any

legal

proceeding

instituted

against

the

Company

and/or

others

in

connection

with

the

proposed

merger;

the

failure

of

the

conditions

to

the

consummation of the merger to be satisfied; the termination of the merger agreement prior to the consummation of the merger; the

businesses of the Company or PTI suffering as a result of uncertainty surrounding the merger, including, but not limited to, potential

difficulties

in

employee

retention,

adverse

effects

on

client

or

customer

relationships

and

disruption

of

current

plans

or

operations,

or,

if

the

merger

agreement

is

terminated

or

the

merger

otherwise

fails

to

occur,

the

uncertainties

associated

with

any

anticipated,

potential

or

actual subsequent transaction involving the Company or any liquidation of the Company; the diversion of the attention of the Company’s

and/or PTI’s

management from ongoing business operations; the enactment or imposition of future regulatory or legislative actions that

adversely affect the Company, PTI or any industry or jurisdiction in which any of them operates its business; the adverse effects of other

economic, business and/or competitive factors; and other risks detailed in the Company’s current filings with the Securities and Exchange

Commission,

including,

without

limitation,

its

most

recent

filings

on

Form

10-K

or

Form

10-Q,

which

discuss

these

and

other

important

risk

factors concerning the Company’s operations. These factors may not constitute all factors that could cause actual results to differ

materially from those discussed in any forward-looking statement.  Oracle and PTI operate in continually changing business environments

and

new

factors

emerge

from

time

to

time.

The

Company

cannot

predict

such

factors

nor

can

it

assess

the

impact,

if

any,

of

such

factors

on its or PTI’s

financial position or their respective results of operations or

whether or when the merger will be consummated. 

Accordingly, forward-looking statements should not be relied upon as a predictor of actual results.  Many of the factors that will determine

the Company’s future results or whether or when the merger will be consummated are beyond its ability to control or predict.  In light of

the significant uncertainties inherent in the forward-looking statements contained herein, you should not rely on forward-looking

statements.  Additional factors that may affect the future results of Oracle and/or PTI are set forth in the Company’s filings with the

Securities and Exchange Commission, which are available via the Internet at

www.sec.gov.

Neither Oracle, PTI nor any of their

respective

representatives

undertakes

any

obligation

to

publicly

update

or

revise

any

forward-looking

statements,

whether

as

a

result

of

new information, future events or otherwise the otherwise.

CONFIDENTIAL

3

Precision Therapeutics, Inc.

We are a diagnostics services company dedicated to providing physicians,

patients, and payors with actionable information to personalize cancer treatment

We do this through ChemoFx ®,  a proprietary live tumor cell-based platform that

measures an individual patient’s tumor sensitivity and resistance to a range of

therapeutic alternatives under consideration by the physician

The Opportunity

Over 1 million cases per year in the U.S. alone are treated with

chemotherapy

through a “trial and error”

based approach

This represents an annually recurring $3 billion U.S. opportunity to Precision for

our services

CONFIDENTIAL

4

Company Highlights

Addresses the critical need for personalized treatment in cancer

Has the technology platform to capture the market

Has established the benefits of the platform

Clinically validated

Prospective Medicare reimbursement for gynecologic cancers

Reproducible, automated and scalable

Successful commercial ramp is accelerating

Substantial cash will enable multiple growth opportunities

CONFIDENTIAL

5

Cancer Treatment is Ambiguous

*Guidelines of the National Comprehensive Cancer Network (NCCN)

Altretamine

Anastrozole

Bevacizumab

Carboplatin

Cisplatin

Cyclophosphamide

Docetaxel

Gemcitabine

Ifosamide

Irinotecan

Letrozole

Liposomal

Doxorubicin

Melphalan

Oral Etoposide

Oxaliplatin

Paclitaxel

Tamoxifen

Topotecan

Vinorelbine

And combinations

Cisplatin/Vinorelbine

Cisplatin/Etoposide

Cisplatin/Vinblastine

Bevacizumab

(in combo with others)

Cisplatin

Carboplatin

Paclitaxel

Docetaxel

Vinorelbine

Gemcitabine

Etoposide

Irinotecan

Vinblastine

Mitomycin

Ifosfamide

Pemetrexed

Erlotinib

Therapeutic choice is not clear cut in most

primary metastatic

and recurrent cancers

Recurrent Ovarian Cancer Treatments

Non-Small Cell Lung Cancer

Treatments

CONFIDENTIAL

6

Critical Need for Personalized Treatment in Cancer

Drug A

Drug B

Drug C

Less than one in four patients respond to any given round of

chemotherapy

Response is inconsistent from one patient to another

Two patients with identical health histories and typed the “same”

through standard pathology techniques will respond differently to 

the same drug

ChemoFx

helps physicians select drugs that will work

Precision has the opportunity to impact this market similar to a

blockbuster drug

CONFIDENTIAL

7

ChemoFx

CONFIDENTIAL

8

Live Cell Platform

Live patient tumor cells contain all the information and integrate

the effects of all Genomics, Genetics, Proteomics and even

unknown factors

Single platform/process applicable across multiple classes of drugs and

multiple tumor types

Faster

time

to

market

with

new

products

than

pharmacogenomic

approach

with minimal investment

Positions us well to incorporate new technologies and discoveries

CONFIDENTIAL

9

Right Approach to Capture the Market

We’ve successfully addressed the market needs

Provides information on what drug will work for my patient

Clinically validated

Dependably produces an actionable answer

Applicable to the majority of patients –

only requires biopsies

CONFIDENTIAL

10

ChemoFx Process

Isolate and Enrich Tumor Cell Population

Challenge Cells with Chemotherapy

Control Well

Enumerate Surviving Cells

Treated Well

Sample Response Curve

Interpret Results

0      1      2      3      4      5      6      7      8      9

10

Doses

1.25

1.00

0.75

0.50

0.25

0.00

CONFIDENTIAL

11

Different Patients Respond Differently to Same Drug

Multiple Patients’

Response Curves

Non-responsive

Intermediate

Responsive

Gemcitabine

CONFIDENTIAL

12

Personalized and Actionable Results

Straight-forward

information for physicians

Intuitively understandable by

patients

CONFIDENTIAL

13

Gallion

et al; Int

J

Gynecol

Cancer

2006

256 ovarian and peritoneal cancer patients

Approximately 3X longer PFI for patients treated with drugs classified as   

responsive vs. non-responsive

(p<0.01)

Heinzman, et al;

Pathology 2007

Cell culture process produced average increase in malignant cell

population of 37% (p<0.0001)

All

50

specimen

resulted

in

>

60%

malignant

cells

to

test

(p=0.01)

Ness R.B. et al;

AntiCancer

Research

2002

64% patients predicted to have a response achieved a response

100% patients predicted to have no response did not respond

21 specimens

Nickles

Fader; ASCO

abstract 2005

84 primary ovarian cancer patients

Platinum sensitive women had nearly 3X longer PFI than patients

treated with drugs classified as non-responsive

(p<0.007)

Pattern of Response

(3 papers)

In vitro

data was consistent with expected population response rates

276 primary ovarian specimens, 283 ovarian cancer explants and

148 breast specimens

Current Clinical Evidence

CONFIDENTIAL

14

ChemoFx Predicts Patient Response

Patients treated with a drug reported as responsive experienced a median progression-free

interval approximately 3 times longer

than patients treated with a drug reported as non-

responsive

Most Current Clinical Evidence

Source: International Journal of Gynecologic Cancer (Jan–Feb 2006)

Ovarian Cancer

n= 135, p< 0.01

Non-responsive

Intermediate

Responsive

0

5

10

15

20

25

30

Progression Free Interval (months)

CONFIDENTIAL

15

We provide ChemoFx at a list price of $450 per drug or combination

Average invoiced price is approximately $3,300 and rising

Medicare

Prospectively paying for gynecologic cancers upon initial claim submission,

since 2Q06

Commercial reimbursement

Over 425 private payors have paid on a case-by-case basis

Reimbursement: A Success Story

CONFIDENTIAL

16

Market

CONFIDENTIAL

17

Solid tumor cancers treated with chemotherapy in which:

Multiple standards of care exist, or no standard exists

Choice

of

chemotherapy

regimen

is

not

clear-

common

situation

in

primary

metastatic

and recurrent cancers

Broad Market Opportunity

Average over $3,300 billed/test

Ovarian market

$250 million

All four >

$3 billion

Annual U.S. Market Opportunity for

Precision

Recurrent

Late-stage

Ovarian

Breast

Colorectal

Lung

$2,000

$1,500

$1,000

$500

$0

ChemoFx has been used

in over 30 different types

of cancer

$250M

$625M

$650M

$1,530M

CONFIDENTIAL

18

Strategy

CONFIDENTIAL

19

Broaden market adoption via direct sales to physicians

Expand market share in tumor types beyond gynecologic cancers

Add new drugs and biologics as they are approved

Establish ChemoFx as standard of care

Continue to grow the number of contracted payors

Leverage platform to develop next generation solutions

Corporate Strategy

CONFIDENTIAL

20

Initial sales focus on

gynecologic oncology

Establish presence within

hospitals

Develop relationships with

pathology and operating room

staffs

Expand presence in additional

tumor types by leveraging

process strengths in hospitals

Broaden Market Adoption via Direct Sales

450

400

350

300

250

200

150

100

50

0

20

18

16

14

12

10

8

6

4

2

0

Billed Tests

Sales Reps

Sales Force

Established

450

400

350

300

250

200

150

100

50

0

20

18

16

14

12

10

8

6

4

2

0

Billed Tests

Sales Reps

1Q06

2Q06

3Q06

3Q07

2Q07

1Q07

4Q06

450

400

350

300

250

200

150

100

50

0

20

18

16

14

12

10

8

6

4

2

0

Billed Tests

Sales Reps

400

350

300

250

200

150

100

50

0

20

18

16

14

12

10

8

6

4

2

0

Billed Tests

Sales Reps

1Q06

2Q06

3Q06

3Q07

2Q07

1Q07

4Q06

CONFIDENTIAL

21

Ovarian cancer

prospective trial:

PT-301

Yale University and various other sites

Progression-free survival and response endpoints

Breast cancer

prospective trial:

PT-205

Breast cancer

prospective trial:

PT-302

Breast cancer

prospective trial:

PT-304

Observational study

(The Registry)

Establish as the Standard of Care –

Ongoing Trials

US

Oncology

Research

-

34

patients

ChemoFx

embedded in clinical trial of new chemotherapy

Show preliminary demonstration of predictive value in breast cancer

NSABP (B-40) -

1200 patients

Neo-adjuvant breast cancer patients, randomized treatment with three

chemotherapies and with or without a biologic agent

Tumor response endpoint

U.S. Department of Defense and University of Pittsburgh Cancer

Institute

–

224

patients

Ongoing study collecting clinical outcomes on commercial specimens

from participating physicians

CONFIDENTIAL

22

Additional

Chemos

Live Cell Platform

Targeted Therapies/Biologics

Pharmacogenomic Tests

Enhance Diagnostic Product Offering

>30

Tumor

Types

CONFIDENTIAL

23

Company Uniquely Positioned to be Ideal Development Partner

Platform:

Our

live

cell

platform

can

be

a

“gold

standard”

for

additional test development because it captures active, cycling

tumor cell behavior

People: We have become experts at sourcing tissue out of

facilities

Programs: Company has invested in an Observational Study that

is collecting consented patient samples and outcomes on a

portion of our commercial volume

CONFIDENTIAL

24

Sean McDonald

President and CEO

17 years experience leading

healthcare companies, founder of

Automated Healthcare and Group

President of McKesson Automation

Group

David Heilman

CFO

27 Years of financial experience with

GNC Corp. and First Westinghouse

Capital Corporation

Sharon Kim

V.P., Business Development

17 years in business development

and healthcare consulting at

McKesson and Deloitte Consulting

Michael Gabrin

CTO/CIO

21 years in technology and product

development, Vocollect, Inc.,

Westinghouse

Matthew Marshall

V.P., Sales and Marketing

22 years of sales experience at

McKesson, Automated Healthcare,

HBO & Company

Holly Gallion, M.D.

V.P., Clinical Affairs

24 years in gynecologic oncology at

Magee-Women’s Hospital/University

of Pittsburgh and University of

Kentucky

Perry Dimas

V.P., Payor

Relations

10 years of securing reimbursement

for proprietary diagnostic products

including Cytyc

and XDx

Alan Wells, M.D., D.M.Sc.

CSO

16 years in Pathology at University of

Pittsburgh and University of Alabama

at Birmingham

Management Team

CONFIDENTIAL

25

Post-Merger Board of Directors

Joel Adams

PTI Director since 2003

Founder, President and Managing

General Partner of Adams Capital

Management, Inc., a venture capital

Firm

Larry Feinberg

Chairman, Oracle Director since

2005

Founder and Managing General

Partner of Oracle Partners, L.P.;

President of Oracle Investment

Management

Kevin Johnson

PTI and Oracle Director since 2005

Former CEO, President, and

Chairman of DIANON Systems,

Inc.; Chairman of Aureon

Laboratories Inc.; Director of

MDdatacor, Inc.; Advisory board

member of New Leaf Venture

Partners

Richard Kollender

PTI Director since 2006

Partner of Quaker BioVentures; 

Commercial operations with

GlaxoSmithKline; C.P.A. and

Member of American and

Pennsylvania Institutes of Certified

Public Accountants

Stan Lapidus

Chairman, PTI Director since 2001

Founder and CEO of Helicos

BioSciences Corporation; Founder

and former President of EXACT

Sciences Corporation and Cytyc

Corporation

Joel Liffmann

President, COO, Oracle Director

since 2005

Principal of Oracle Investment

Management; Member of Oracle

Strategic Capital, LLC

Per Lofberg

Oracle Director since 2005

President and CEO of Merck Capital

Ventures, LLC; Former President and

Chairman of Merck-Medco Managed

Care, LLC; Director of Cytel, Inc.;

Director of Ventiv Health, Inc.; Director

of  PHT, Inc.; Director of ImpactRx, Inc.

Sean McDonald

President, CEO and

PTI Director since 2001

Director of Respironics, Inc.; Founder of

Automated Healthcare and Group

President of McKesson Automation

Group

Ken Weisshaar

PTI Director since 2007

Board member of Orthofix International

N.V.; Former director of Digene

Corporation;  Former COO and Strategy

Advisor for Sensatex, Inc.; Former CFO

of Becton Dickinson & Co.

CONFIDENTIAL

26

Financial Overview

CONFIDENTIAL

27

Attractive Financial Model

Significant revenue growth

Attractive gross margins

Strong operating leverage

Low capital investment requirements

CONFIDENTIAL

28

Summary of Historical Financials

Years ended December 31,

Nine months ended

September 30,

2006

2007

2004

2005

2006

(unaudited)

(unaudited)

(In thousands, except for numbers of tests and per test amounts)

Number of tests billed…………………………..

406

285

483

260

977

Average

net

revenue

per

test

billed

.............

$776

$891

$1,064

$896

$1,672

Net revenues from tests billed………………...

$315

$254

$514

$233

$1,634

Reversals of Medicare claim denials.…………

1,234

1,666

332

161

37

Net revenues

1,549

1,920

846

394

1,671

Laboratory Costs………………………...

984

978

1,078

735

1,327

Gross

Profit

…………………………………….

565

942

(232)

(341)

344

Gross Margin……………………………..

36%

49%

-27%

-87%

21%

Operating expenses:

Sales and marketing……………………...

$307

$376

$1,801

$999

$3,607

Research and development……………..

3,003

2,814

4,682

3,179

3,576

General and administrative……………...

2,752

2,282

2,452

1,521

2,729

Depreciation……………….………………

243

226

171

137

139

Net

losses

from

Operations

……….…………

$(5,740)

$(4,756)

$(9,338)

$(6,177)

$(9,707)

CONFIDENTIAL

29

100

80

60

40

20

0

9.4

119.2

PTI Projected Revenue ($ Millions)

120

0

38.1

82.4

Projected Financials for PTI

2008 revenue growth based upon sales force expansion

2009 revenue growth based upon gynecologic market penetration and moderate increase in

contracted payors

2010-2011 reflect minimal market penetration in additional tumor types

40

30

20

10

0

-10

-20

-30

-40

PTI Projected EBITDA ($ Millions)

40

30

20

10

0

-10

-20

-30

-40

2008

2009

2010

2011

133%

CAGR

2011

2010

2009

2008

(33.9)

(26.0)

3.9

29.4

CONFIDENTIAL

30

September 30, 2007

Assuming

Maximum

Approval

(1)

Assuming

Minimum

Approval

(2)

(In thousands)

Cash and cash equivalents……………………................

$128,762

$105,363

Working capital…………………………………................

122,698

99,299

Total assets………………………………………..............

134,322

110,923

Long-term obligations (less current portion)…………….

3,339

3,339

Total liabilities………………………………………………

10,834

10,834

Stockholders’

equity……………………………………….

123,488

100,089

Selected Pro Forma Condensed

Combined Balance Sheet Data

(1)

Assumes that no Oracle stockholders convert their shares of Oracle common stock into their pro rata share

of the amount held in the trust account.

(2)

Assumes that 19.99% of the issued and outstanding shares of Oracle common stock were voted against

the merger and that the holders of such shares of Oracle common stock properly elected to convert such

shares of common stock into a pro rata share of the amount held in the trust account.

CONFIDENTIAL

31

Company Highlights

Addresses the critical need for personalized treatment in cancer

Has the technology platform to capture the market

Has established the benefits of the platform

Clinically validated

Prospective Medicare reimbursement for gynecologic cancers

Reproducible, automated and scalable

Successful commercial ramp is accelerating

Substantial cash will enable multiple growth opportunities

CONFIDENTIAL

32

Appendix

CONFIDENTIAL

33

OHAC is a special purpose acquisition corporation (SPAC) formed in

September 2005

March 8, 2006: Raised $113.5M (net) in IPO

-

15M units (1 common share + 1 warrant @ $6.00/share)

-

3.75M common shares and 833,334 warrants held by founders

-

1.875M of the original 3.75M shares will be redeemed by the

company upon completion of the merger

December 31, 2007: Held $120M in trust

February 22, 2008:

Share price: $7.90

Warrant price: $0.11

Unit price: $8.10

PTI is a life sciences company developing and commercializing tests

intended to assist physicians individualize cancer therapy

December 3, 2007: OHAC signed merger agreement with PTI, amended

on January 24, 2008 and February 25, 2008

Shareholder vote scheduled for March 5, 2008

Oracle

Healthcare

Acquisition

Corporation

(“OHAC”)

Transaction Summary

Precision

Therapeutics

Background

on the

Merger

CONFIDENTIAL

34

Offering Summary

16.5M shares of Oracle common stock issued for all outstanding

PTI shares

3.7M shares reserved for issuance upon exercising of outstanding

warrants and options

4.25M upon achievement of one of the following after the closing:

Trailing 12 month net revenues of at least $7M from the sale of

services or products for use in connection with non-gynecological

cancers

Trailing 12 month net revenues of al least $40M from the sale of

services or products for any use

Cumulative

aggregate

net

revenues

of

at

least

$10M

from

the

sale

of

services or products for use in connection with non-gynecologic

cancers

Prior to March 9

Base

Consideration

Milestone

Consideration

Closing

CONFIDENTIAL

35

Transaction Terms

Date of Definitive Agreement: December 3, 2007

Market Capitalization: Pro forma capitalization will include:

PTI Transaction Value:

Conditions to Close:

Shareholder approval: less than 20% of Oracle stockholders requesting

redemption

Customary closing conditions for transactions of this nature

(1)

Current Oracle shares outstanding does not include outstanding warrants

(2)

Shares

issued

to

PTI

does

not

include

milestone

payment

of

4.25M

shares

Current

Oracle

Shares

Outstanding   

Shares Issued

for PTI Common

Stock

(2)

Shares

Reserved for

PTI Options

and Warrants

Post Merger Fully-

Diluted

Shares Outstanding

Oracle

Share Price

(2/22/2008)

Post Merger

Market

Capitalization

16,875,000

+

16,500,000

+

3,700,000

=

37,075,000

X

$7.90

=

$292,892,500

Total Oracle

Shares

Issued /

Reserved

(2)

Oracle Share

Price

(2/22/2008)

Total PTI

Transaction

Equity Value

20,200,000

X

$7.90

=

$159,580,000

(1)

CONFIDENTIAL

36

Pro Forma Ownership

Note:

PTI ownership consists of 16.5M shares; does not

include milestone payment of 4.25M shares and 3.7M

shares reserved for PTI options and warrants

Note:

PTI ownership consists of 20.2M shares; does not

include milestone payment of 4.25M shares

Oracle shares includes exercise of 15.0M warrants

SPAC Founders Shares includes exercise of 0.834M

warrants

Assuming No Exercise of

Oracle or PTI Warrants

Assuming Full Exercise of

Oracle and PTI Warrants

PTI Common

Shareholders

49.4%

Oracle Public

Shareholders

45.0%

SPAC Founders Shares

5.6%

PTI Common

Shareholders

38.2%

Oracle Public

Shareholders

56.7%

SPAC Founders Shares

5.1%