Predictive Oncology to Acquire Bio-Genetics for $1.5M + Stock

TL;DR

PRED is buying Bio-Genetics for $1.5M cash and 1M shares to boost cancer tech. Deal expected Q2.

AI Summary

Predictive Oncology Inc. announced on April 3, 2024, that it has entered into a definitive agreement to acquire all outstanding shares of privately held Bio-Genetics, Inc. for $1.5 million in cash and 1,000,000 shares of Predictive Oncology common stock. The acquisition is expected to close in the second quarter of 2024, subject to customary closing conditions. Bio-Genetics, Inc. is a developer of novel diagnostic and therapeutic solutions for cancer.

Why It Matters

This acquisition aims to expand Predictive Oncology's capabilities in cancer diagnostics and therapeutics, potentially enhancing its product offerings and market position.

Risk Assessment

Risk Level: medium — The acquisition involves a cash and stock component, and its success depends on integrating Bio-Genetics' technology and achieving projected synergies.

Key Numbers

• $1.5M — Acquisition Cash Price (Part of the total consideration for acquiring Bio-Genetics, Inc.)
• 1,000,000 shares — Acquisition Stock Price (Part of the total consideration for acquiring Bio-Genetics, Inc.)

Key Players & Entities

• Predictive Oncology Inc. (company) — Registrant
• Bio-Genetics, Inc. (company) — Target company for acquisition
• $1.5 million (dollar_amount) — Cash consideration for acquisition
• 1,000,000 shares (dollar_amount) — Stock consideration for acquisition
• April 3, 2024 (date) — Date of definitive agreement
• second quarter of 2024 (date) — Expected closing period for acquisition

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value POAI Nasdaq Capital Market

Filing Documents

• f8k_040824.htm (8-K) — 27KB
• exh_161.htm (EX-16.1) — 7KB
• bdo.jpg (GRAPHIC) — 3KB
• bdosig.jpg (GRAPHIC) — 3KB
• 0001171843-24-001906.txt ( ) — 215KB
• poai-20240403.xsd (EX-101.SCH) — 3KB
• poai-20240403_lab.xml (EX-101.LAB) — 33KB
• poai-20240403_pre.xml (EX-101.PRE) — 22KB
• f8k_040824_htm.xml (XML) — 4KB

01 Changes in Registrant's

Item 4.01 Changes in Registrant's Certifying Accountant. Engagement of New Independent Registered Public Accounting Firm On April 3, 2024, the Audit Committee of the Board of Directors of Predictive Oncology Inc. (the "Company") approved the engagement of KPMG LLP ("KPMG") as the Company's independent registered public accounting firm for the year ending December 31, 2024, effective immediately. During the fiscal years ended December 31, 2023 and December 31, 2022, and through April 3, 2024, neither the Company, nor anyone acting on its behalf, consulted with KPMG on (i) any matters regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company's consolidated financial statements, and no written report or oral advice was provided to the Company by KPMG that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of any disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). As of the date of this report, KPMG is in the process of its standard client evaluation procedures and has not accepted the engagement. Dismissal of Independent Registered Public Accounting Firm On April 3, 2024, in connection with the engagement of KPMG as disclosed above, the Company notified BDO USA, P.C. ("BDO") that it would be dismissed as the Company's independent registered public accounting firm, effective immediately. The decision to dismiss BDO was approved by the Company's Audit Committee. The report of BDO on the Company's audited consolidated financial statements as of and for the year ended December 31, 2023 (the "BDO Report") did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 16.1 Letter of BDO USA, P.C. to the Securities and Exchange Commission, dated April 8, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 8, 2024 PREDICTIVE ONCOLOGY inc. By: /s/ Josh Blacher Name: Josh Blacher Title: Interim Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR