Predictive Oncology Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

PRED filed an 8-K: material agreement signed, equity sold, financials included. Watch closely.

AI Summary

Predictive Oncology Inc. announced on July 25, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Predictive Oncology Inc. (company) — Registrant
• July 25, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common stock, $0.01 par value POAI Nasdaq Capital Market
• $14.00 — tock having a current exercise price of $14.00 originally issued in February 2021, Jun
• $1.32 — ay 2022, at a reduced exercise price of $1.32 per share. The issuance and/or resale o
• $1.26 m — he existing warrants were approximately $1.26 million, prior to deducting placement age
• $1.07 — es B Warrants have an exercise price of $1.07 per share, and are exercisable immediat
• $3.58 million — t exercises, coupled with an additional $3.58 million in net proceeds raised in May 2024 thro
• $35,000 — xercise of the existing warrants, (iii) $35,000 for expenses, and (iv) $15,950 for clea
• $15,950 — s, (iii) $35,000 for expenses, and (iv) $15,950 for clearing fees. Additionally, the Co
• $1.65 — f the offering and an exercise price of $1.65 per share. The Series A Warrants, the

Filing Documents

• f8k_072924.htm (8-K) — 21KB
• exh_41.htm (EX-4.1) — 114KB
• exh_42.htm (EX-4.2) — 107KB
• exh_43.htm (EX-4.3) — 110KB
• exh_44.htm (EX-4.4) — 64KB
• exh_991.htm (EX-99.1) — 7KB
• 0001171843-24-004198.txt ( ) — 721KB
• gnw-20190101.xsd (EX-101.SCH) — 3KB
• gnw-20190101_def.xml (EX-101.DEF) — 25KB
• gnw-20190101_lab.xml (EX-101.LAB) — 33KB
• gnw-20190101_pre.xml (EX-101.PRE) — 22KB
• f8k_072924_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On July 25, 2024, Predictive Oncology Inc. (the "Company") entered into definitive agreements with certain of its existing warrant holders for the exercise of warrants to purchase an aggregate of 958,117 shares of its common stock having a current exercise price of $14.00 originally issued in February 2021, June 2021 and May 2022, at a reduced exercise price of $1.32 per share. The issuance and/or resale of the shares of common stock issuable upon exercise of the existing warrants, as applicable, are registered pursuant to certain previously filed and effective registration statements. The gross proceeds to the Company from the exercise of the existing warrants were approximately $1.26 million, prior to deducting placement agent fees and transaction expenses payable by the Company. In consideration for the immediate cash exercise of the warrants, the Company concurrently issued to the warrant holders new unregistered Series A warrants to purchase up to 958,117 shares of common stock (the "Series A Warrants") and new Series B warrants to purchase up to 958,117 shares of common stock (the "Series B Warrants"). The Series A Warrants and the Series B Warrants have an exercise price of $1.07 per share, and are exercisable immediately upon issuance. The Series A Warrants have a term equal to five years from the date of issuance, and the Series B Warrants have a term equal to 18 months from the date of issuance. The transactions described above closed on July 26, 2024. The Company intends to use the net proceeds from these warrant exercises, coupled with an additional $3.58 million in net proceeds raised in May 2024 through the Company's at-the-market facility, for working capital and other general corporate purposes. H.C. Wainwright & Co., LLC ("Wainwright") acted as the exclusive placement agent for the above-mentioned transactions. The Company paid Wainwright as consideration (i) an aggregate cash fee equal to

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure in Item 1.01 is incorporated herein by this reference. The issuance of the New Warrants and the shares of common stock issuable thereunder were not and are not be registered under the Securities Act. For these issuances, the Company relied on the exemption from federal registration under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, based on the Company's belief that the offer and sale of such securities has not and will not involve a public offering.

01. Other Events

Item 8.01. Other Events. On July 26, 2024, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 4.1 Form of Series A Warrant 4.2 Form of Series B Warrant 4.3 Form of Placement Agent Warrant 4.4 Form of Warrant Inducement Agreement 99.1 Press Release dated July 26, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. Predictive Oncology Inc. Date: July 29, 2024 By: /s/ Josh Blacher Josh Blacher Interim Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR