SC 13D
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Under
the
Securities Exchange Act of 1934
Power3
Medical Products, Inc.
(Name
of
Issuer)
Common
Stock
(Title
of
Class of Securities)
73836A
10 3
(CUSIP
Number)
Steven
B. Rash
President
and Chief Executive Officer
Power3
Medical Products, Inc.
3400
Research Forest Drive, Suite B2-3
The
Woodlands, Texas 77381
(281)466-1600
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
Copy
To:
Clayton
E. Parker, Esq.
Kirkpatrick
& Lockhart Preston Gates Ellis llp
201
South Biscayne Boulevard, 20th
Floor
Miami,
Florida 33131
April
2, 2007
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [
].
SCHEDULE
13D
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1
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NAME
OF REPORTING PERSONS. IRS IDENTIFICATION NO.
NeoGenomics,
Inc. 74-2897368
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[ ]
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
or 2(e) [ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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SOLE
VOTING POWER
18,426,072(1)
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SHARED
VOTING POWER
0
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SOLE
DISPOSITIVE POWER
18,426,072(1)
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,426,072(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [
]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20%(2)
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14
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TYPE
OF REPORTING PERSON
CO
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1 Represents
shares which NeoGenomics has the right to acquire under the First Option
(as
described below), which is currently exercisable.
2 The
total number of issued and outstanding shares of Common Stock used to
calculate
this percentage is the sum of (i) the total number of shares of Common
Stock
issued and outstanding on September 30, 2006, (ii) the number of shares
of
Common Stock issuable upon conversion of the Issuer’s debenture held by the
Reporting Person and (iii) the number of shares of Common Stock underlying
an
option granted by the Issuer to the Reporting Person.
Item
1. Security
and Issuer.
This
statement relates to shares of common stock, par value $0.001 per share (the
“Common
Stock”),
of
Power3 Medical Products, Inc., a New York corporation (the “Issuer”).
The
principal executive office of the Issuer is located at 3400 Research Forest
Drive, Suite B2-3, The Woodlands, Texas 77381.
Item
2. Identity
and Background.
(a)-(c);
(f). This statement is being filed by NeoGenomics, Inc. (“NeoGenomics”;
sometimes referred to herein as the “Reporting
Person”).
NeoGenomics’
principal business is the operation of cancer-focused testing laboratories
in
the genetic and molecular testing segment of the medical laboratory industry.
The business address of the Reporting Person is 12701 Commonwealth Drive, Suite
9, Fort Myers, Florida 33913.
(d)
and
(e). During the last five years, NeoGenomics has not been (i) convicted in
a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is the subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws
or finding any violations with respect to such laws.
Item
3. Source
and Amount of Funds or Other Consideration.
Pursuant
to a letter agreement dated as of April 2, 2007 (the “Agreement”)
(a
copy of which is incorporated by reference as Exhibit 1) NeoGenomics (1) agreed
to purchase a debenture from the Issuer in the principal amount of $200,000,
which is convertible into shares of Common Stock at a conversion price of $0.20
per share, subject to adjustments, and (2) acquired options to acquire
additional shares of convertible preferred stock which, if exercised, will
be
convertible into Common Stock of the Issuer. The convertible debenture is being
acquired using working capital of NeoGenomics. The exercise price for the
options will be paid using a combination of (1) working capital of NeoGenomics
and (2) NeoGenomics common stock.
At
the
closing of the sale of the convertible debenture, the Issuer will issue two
options to NeoGenomics as consideration for purchase of the debenture and
formation of a joint venture. The first option (the “First
Option”)
entitles NeoGenomics to purchase voting convertible preferred stock of the
Company that is convertible into shares of Common Stock equal initially to
a
maximum of 20% of the Issuer’s voting Common Stock. The purchase price for the
preferred stock and initial conversion price per share for the preferred stock
shall be the lesser of (1) $0.20 per share or (2) $20 million divided by the
Issuer’s fully-diluted shares outstanding of the date of purchase or conversion.
The
second option (the “Second
Option”),
exercisable only if and after the First Option has been fully exercised (and
therefore not included herein as beneficially owned), entitles NeoGenomics
to
purchase voting convertible preferred stock that is convertible into shares
of
Common Stock to increase its ownership of the Issuer’s voting Common Stock to a
maximum of 60%. The purchase price and initial conversion price shall, to the
extent such Second Option is exercised within the first six months of the First
Option expiration date, be the lesser of (1) $0.40 per share or (2) $40 million
divided by the Issuer’s fully-diluted shares outstanding of the date of purchase
or conversion. The purchase price and initial conversion price shall, to the
extent such Second Option is exercised after six months but within twelve months
of the First Option expiration date, be the lesser of (1) $0.50 per share or
(2)
$50 million divided by the Issuer’s fully-diluted shares outstanding of the date
of purchase or conversion.
Item
4. Purpose
of Transaction.
The
Reporting Person entered into the Agreement and will consummate the transactions
contemplated thereby for the purpose of entering into a joint venture with
the
possibility of gaining a controlling interest in the Issuer upon the occurrence
of certain events and in the discretion of the Reporting Person. The Reporting
Person does not have a present intention of selling, granting any participation
in, or otherwise distributing any acquired Common Stock.
The
Issuer and the Reporting Person will enter into a Securities Purchase Agreement
in connection with the purchase of the convertible debentures, pursuant to
which
the Reporting Person, if and so long as the Reporting Person owns at least
10%
of the voting securities of the Issuer, will have the right to appoint one
director to the board of directors of the Issuer.
Except
as
set forth above, the Reporting Person has no present plans or intentions which
would result in or relate to any transactions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
Item
5. Interest
in Securities of the Issuer.
(a)-(b)
As of the close of business on April 11, 2007, NeoGenomics currently does not
own any shares of Common Stock. By reason of the Agreement, including the
potential exercise of the options, conversion of the underlying preferred stock
and conversion of the convertible debenture, NeoGenomics may be deemed to have
beneficial ownership of, and sole dispositive power with respect to 18,426,072
shares of Common Stock (representing on an as converted basis) 20% of the
73,704,288 shares of Common Stock outstanding as of September 30, 2006, as
reported in the Issuer’s Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2006 (the “Outstanding
Shares”).
NeoGenomics
currently does not have the right to vote any shares of Common Stock. By reason
of the Agreement and upon conversion of the Debenture and exercise of the First
Option, including the conversion of the underlying preferred stock, NeoGenomics
would have the right to vote 18,426,072 shares, representing 20% of the
Outstanding Shares of Common Stock on an as converted basis. Shares of Common
Stock are entitled to one vote per share.
The
amount listed on item 11 of this Schedule 13D as beneficially owned is the
sum
of (i) the shares of Common Stock which may be obtained upon conversion of
the
debenture and (ii) the shares of Common Stock which may be obtained upon full
exercise of the First Option and the full conversion of the underlying preferred
stock following such exercise.
(c) Except
as
described herein, during the past sixty days, the Reporting Person has not
effected any transaction in or acquired any Common Stock.
(d) To
the
best of the Reporting Person’s knowledge, no other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of any shares of Common Stock.
(e) Not
applicable.
Item
6. Contract,
Arrangements, Understandings or Relationships with respect to Securities of
the
Issuer.
Except
as
set forth herein, the Reporting Person does not have any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including, without
limitation, any contracts, arrangements, understandings or relationships
concerning the transfer or voting of such securities, finders fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits and losses or the giving or withholding of proxies.
Item
7. Material
to be Filed as Exhibits.
Exhibit
1
Agreement
with Power3 Medical Products, Inc. regarding the Formation of Joint Venture
and
Issuance of Convertible Debenture and Related Securities (incorporated by
reference to Exhibit 10.14 to NeoGenomics’ annual report on Form 10-KSB for the
year ended December 31, 2006).
SIGNATURE
After
reasonable inquiry and to the best of each of the undersigned's knowledge and
belief, each certifies that the information set forth in this statement is
true,
complete and correct.
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| Dated:
April 11, 2007 |
By: |
/s/ Steven
C.
Jones |
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Steven
C. Jones |
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Title:
Acting Principal Financial Officer |