Item  1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on December 3, 2007, Oracle Healthcare Acquisition Corp. (“Oracle”), PTI Acquisition Sub., Inc. (“Merger Sub”), a newly formed wholly-owned subsidiary of Oracle, and Precision Therapeutics, Inc. (“PTI”) entered into an Agreement and Plan of Merger, which was subsequently amended on January 24, 2008 and February 25, 2008 (as amended, the “Merger Agreement”), providing for the merger of Merger Sub with and into PTI (the “Merger”), with PTI continuing as the surviving company of such Merger as a wholly-owned subsidiary of Oracle. On March 4, 2008, Oracle and PTI entered into a Termination Agreement (the “Termination Agreement”) pursuant to which they mutually agreed to terminate the Merger Agreement and the transactions contemplated thereby. The Termination Agreement is attached as Exhibit 2.1 to this Form 8-K and is incorporated in this Item 1.02 by reference.

In addition, a copy of the press release regarding the Termination Agreement is attached as Exhibit 99.1 to this Form 8-K and is incorporated in this Item 1.02 by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

 

Description:

Exhibit 2.1

  Termination Agreement, dated as of March 4, 2008, by and among Oracle Healthcare Acquisition Corp. and Precision Therapeutics, Inc.

Exhibit 99.1

  Press Release, dated March 4, 2008, issued by Oracle Healthcare Acquisition Corp.

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: March 4, 2008   By:  

/s/ Joel D. Liffmann

  Name:   Joel D. Liffmann
  Title:   President and Chief Operating Officer

INDEX TO EXHIBITS

 

Exhibit No.

 

Description:

Exhibit 2.1

  Termination Agreement, dated as of March 4, 2008, by and among Oracle Healthcare Acquisition Corp. and Precision Therapeutics, Inc.

Exhibit 99.1

  Press Release, dated March 4, 2008, issued by Oracle Healthcare Acquisition Corp.