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Proteonomix Settles Litigation
Date:4/1/2013

PARAMUS, N.J., April 1, 2013 /PRNewswire/ -- Proteonomix, Inc. (OTC: PROT), a biotechnology company focused on developing therapeutics based upon the use of human cells and their derivatives, today announced that it has settled investor litigation upon the following terms and conditions:

1)  The Company will pay to the Investors, a group of ten funds, $200,000, the first $50,000 in cash due and payable today, with the remaining $150,000 to be paid through the issuance of common stock. That stock will total 300,000 shares and will be released in 50,000 shares traunches commencing today and equal traunches will be released every five trading days until the 300,000 share total is released.  All shares issued pursuant to this Agreement will be free trading.

2)  If the liquidation of the above mentioned shares does not equal $150,000, then the Company may either execute a sixty day note for the balance, or issue additional shares until the $150,000 sum has been reached.

3)  If the above mentioned shares are not delivered in a timely fashion then the Investors shall be entitled to 125% of the assumed value of the shares as liquidated damages.

4)  441 shares of Series E Preferred Stock held by the Investors will be converted into 358,537 free trading common stock at the conversion price of $1.23.

5)  An additional 1,540 shares of free trading stock will be issued to one investor to rectify a prior issuance error.

6)  A swap of 151,647 free trading shares will be made with four investors holding restricted shares.

7)  The Company shall issue new Series A and Series B Warrants to the investors.  The only changes to these warrants are the exercise price and term. All of these warrants shall have a five year term and are exercisable at $0.75 an $1.50, respectively. Upon issuance of these new warrants, the old Series A and Series B Warrants are null and void.

8)  The existing Series C Warrants become null and void.

9)  The settlement was also facilitated by the agreement of Proteonomix Ltd. to issue free trading shares to the investors as if all Series E Preferred shares that were still unconverted at the date of the Agreement as if they had been issued prior to the January 18, 2013 so that those Preferred holders could receive shares of Proteonomix, Ltd. as if holders on that date.  In addition, Proteonomix Ltd. has agreed to issue one free trading share to the investors for each share that could be exercised pursuant to the new A Warrant immediately and without cost to the investor.

10)  In exchange, the investors have released the company and dismissed their suit.  

About Proteonomix, Inc.

Proteonomix is a biotechnology company focused on developing therapeutics based upon the use of human cells and their derivatives.  Additional information is available at www.proteonomix.com and www.proteoderm.com.

Certain statements contained herein are "forward-looking statements" (as defined in the Private Securities Litigation Reform Act of 1995). Proteonomix, Inc. cautions that statements made in this press release constitute forward-looking statements and makes no guarantee of future performance. Actual results or developments may differ materially from projections. Forward-looking statements are based on estimates and opinions of management at the time statements are made.


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SOURCE Proteonomix, Inc.
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