PROT Proteonomix Inc (CE)

Proteonomix, Inc. (OTCBB: PROT) announced today that it has entered into definitive agreements with certain institutional investors, pursuant to which the Company has agreed to sell shares of its Series E convertible preferred stock at an aggregate purchase price of approximately $3.8 million (which are convertible into a total of 895,291 shares of Proteonomix common stock) and Series A, Series B and Series C warrants to purchase an aggregate of 2,685,873 shares of Proteonomix common stock. The preferred stock is convertible at any time into shares of Proteonomix common stock at a conversion price of $4.25 per share, subject to adjustment as provided in the certificate of designation. The transaction is expected to close on or about March 8, 2012, subject to satisfaction of customary closing conditions.

The warrants have an exercise price of $4.25 per share. The Series A warrants and Series B warrants are each immediately exercisable. The Series C warrants become exercisable at any time and to the same extent that any portion of the Series B warrants are exercised. The Series A and Series C warrants shall each have a term of five years from the issue date and the term of the Series B warrant is one year and two weeks from the issue date. The warrants are also subject to full ratchet anti-dilution protection. Other than the exercise periods, all three series of warrants are identical. The Company will receive up to an additional $11,414,960.25 if all warrants are exercised.

The Company has agreed to file a registration statement with the Securities and Exchange Commission (SEC) within seven business days from the filing of its annual report for the year ended December 31, 2011, but in no event later than April 16, 2012, registering the resale of the shares of common stock issuable upon the exercise of the warrants and conversion of the preferred stock. Any offering of the Company's securities under the resale registration statement referred to above will be made only by means of a prospectus.

Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM), acted as the exclusive placement agent for the transaction.

The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors.

This release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.

Further details of the placement will be described in a Current Report on Form 8-K to be filed with the SEC by the Company and all of the transaction documents will be attached to the Form 8-K.

About Proteonomix, Inc.

Proteonomix is a biotechnology company focused on developing therapeutics based upon the use of human cells and their derivatives. The Proteonomix Family of companies includes Proteoderm, StromaCel, PRTMI and THOR Biopharma. Proteoderm, Inc. is a wholly owned subsidiary that has developed an anti-aging line of skin care products. StromaCel, Inc. develops therapeutic modalities for the treatment of Cardiovascular Disease (CVD). Proteonomix Regenerative Translational Medicine Institute, Inc. (PRTMI) intends to focus on the translation of promising research in stem cell biology and cellular therapy to clinical applications of regenerative medicine. Proteonomix intends to create and dedicate a subsidiary to each of its technologies. Please also visit http://www.proteonomix.com/, http://www.proteoderm.com/, http://www.otcqb.com/ and http://www.sec.gov/.

This press release may contain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases you can identify those so-called "forward-looking statements" by words such as "may," will," "should," "expects," "plans," "targets," "believes," "anticipates," "estimates," "predicts," "potential," or "continue," or the negative of those words or comparable words. These forward-looking statements are subject to risks and uncertainties, product tests, commercialization risks, availability of financing and results of financing efforts that could cause actual results to differ materially from historical results or those anticipated. Further information regarding these and other risks is described from time to time in the Company's filings with the SEC, which are available on its website at: http://www.sec.gov. We assume no obligation to update or alter our forward-looking statements made in this release or in any periodic report filed by us under the Securities Exchange Act of 1934, as amended, or any other document whether the result of new information, future events or otherwise, except as otherwise required by applicable federal securities laws.

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Contact: Proteonomix, Inc. Michael Cohen CEO Phone: +1-973-544-6116 Email: Email Contact