Predictive Oncology Inc. Files 8-K with Material Agreements & Officer Changes

Ticker: AGPU · Form: 8-K · Filed: Sep 30, 2025 · CIK: 1446159

Sentiment: neutral

Topics: material-agreement, equity-sale, officer-changes, corporate-governance

Related Tickers: POAI

TL;DR

Predictive Oncology (POAI) filed an 8-K detailing material agreements, equity sales, and exec/director changes.

AI Summary

Predictive Oncology Inc. announced on September 25, 2025, the entry into a material definitive agreement. The company also disclosed unregistered sales of equity securities, the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements for certain officers. Additionally, amendments to articles of incorporation or bylaws, a change in fiscal year, and Regulation FD disclosures were made.

Why It Matters

This filing indicates significant corporate actions, including new agreements and potential changes in leadership or compensation, which could impact the company's strategic direction and operational stability.

Risk Assessment

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

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Predictive Oncology Inc. on September 25, 2025?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

What types of equity securities were sold unregistered by Predictive Oncology Inc.?

The filing mentions unregistered sales of equity securities, but the specific type and amount of securities are not detailed in the provided text.

Who are the directors or officers whose departure is noted in the filing?

The filing states the departure of directors or certain officers, but does not name the individuals involved in the provided text.

What are the key changes in the company's articles of incorporation or bylaws mentioned in the filing?

The filing notes amendments to articles of incorporation or bylaws, but the specific amendments are not detailed in the provided text.

When did Predictive Oncology Inc. change its fiscal year end?

The filing indicates a change in fiscal year, but the specific date of the change or the new fiscal year end is not provided in the text.

Filing Stats: 4,608 words · 18 min read · ~15 pages · Grade level 14.5 · Accepted 2025-09-29 18:32:50

Key Financial Figures

Filing Documents

01

Item 1.01. Entry Into a Material Definitive Agreement. Private Placement (Cash Offering) Cash Securities Purchase Agreement On September 29, 2025, Predictive Oncology Inc., a Delaware corporation (the " Company "), entered into a securities purchase agreement (the " Cash Securities Purchase Agreement ") with certain accredited investors (the " Cash Purchasers ") pursuant to which the Company agreed to sell and issue to the Cash Purchasers in a private placement (the " Cash Offering ") an aggregate of (i) approximately 55.2 million shares (the " Shares ") of common stock of the Company, par value $0.01 per share (the " Common Stock "), at a purchase price of $0.7751 per share (the " Cash Per Share Purchase Price "), and/or (ii) pre-funded warrants to purchase an aggregate of up to approximately 11.5 million shares of Common Stock (the " Cash Pre-Funded Warrants " and together with the Shares, the " Cash Securities ") to purchase shares of Common Stock (the " Cash Pre-Funded Warrant Shares ") at a purchase price per Cash Pre-Funded Warrant equal to the Cash Per Share Purchase Price minus the Cash Pre-Funded Warrant Exercise Price (as defined below), with such purchase price being pre-funded on the Closing Date (as defined below) other than the unfunded exercise price. In the Cash Offering, the Purchasers will tender U.S. dollars to the Company as consideration for the Cash Securities. Cash Pre-Funded Warrants The unfunded exercise price of each Cash Pre-Funded Warrant will be a fixed nominal amount of $0.01 per underlying Cash Pre-Funded Warrant Share (the " Cash Pre-Funded Warrant Exercise Price ") and will not be adjusted in connection with the reverse stock split. The exercise price and the number of shares of Common Stock issuable upon exercise of each Cash Pre-Funded Warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations or similar events affecting the Common Stock. The Cash Pre-Funded Warr

02

Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K under the captions "Private Placement (Cash Offering)", "Private Placement (Cryptocurrency Offering)", "Engagement Agreement" and "Strategic Advisor Agreements" is hereby incorporated by reference into this Item 3.02.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Nancy Chung-Welch Resignation On September 25, 2025, Nancy Chung-Welch, Ph.D. resigned from the Board of Directors (the " Board "), effective as of the Closing Date and subject to the successful closing of the Private Placements. Ms. Chung-Welch's resignation was not the result of any dispute or disagreement with the Company or the Company's Board of Directors on any matter relating to the operations, policies or practices of the Company. Shawn Matthews Appointment On September 26, 2025, Shawn Matthews was appointed to the Board, effective as of the Closing Date and subject to the closing of the Private Placements, to serve for as long as DNA, directly or indirectly, holds at least 10% of the Common Stock and common stock equivalents purchased pursuant to the Securities Purchase Agreements, pursuant to the nomination right set forth in Section 4.20 of the Cryptocurrency Securities Purchase Agreement (the " Nomination Right ") or until DNA designates another individual to serve as a director pursuant to the Nomination Right. The information contained in response to Item 1.01 above is incorporated herein by reference. Mr. Matthews will serve as a Class II director with a term expiring at the Company's 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier resignation or removal. Mr. Matthews, age 58, is the Chief Executive Officer of DNA, and founder and Chief Investment Officer of Hondius Capital Management, a global asset management firm he established in 2019. From 2009 to 2018, Mr. Matthews served as Chief Executive Officer and President of Cantor Fitzgerald & Co., where he oversaw more than 100 affiliated entities across a broad spectrum of financial services and fintech businesses. Mr. Matthews joined Cantor Fitzgerald in 2005 and held sev

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Private Placements, the Board approved an amendment to Section 3.02 of the Company's Second Amended and Restated Bylaws, as amended (the " Bylaws "). The amendment, which became effective as of September 26, 2025, modifies Section 3.02 of the Bylaws to provide that the exact number of directors shall continue to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the entire Board, but now expressly limits the number of directors serving on the Board to a maximum of seven. Except as described herein and set forth in Amendment No. 2 to the Bylaws (the " Bylaws Amendment "), attached as Exhibit 3.1 to this Current Report on Form 8-K, the Bylaws remain unchanged and in full force and effect. Prior to the Bylaws Amendment, Section 3.02 provided that the exact number of directors would be determined solely by resolution of the Board, without a specified maximum. The foregoing description of the Bylaws Amendment is qualified in its entirety by reference to the full text of the Bylaws Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

01

Item 7.01. Regulation FD Disclosure . On September 29, 2025, the Company issued a press release announcing the Private Placements and related transactions, including its adoption of a digital asset treasury strategy. The Company intends to continue to pursue its current lines of business in addition to the pursuit of its digital asset treasury strategy. In connection with the Private Placements, the Company delivered an investor presentation to potential investors on a confidential basis. The press release and investor presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the " Exchange Act "), as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

01

Item 8.01. Other Information. Upon the anticipated closing of the Private Placements on or about October 2, 2025 and the transactions contemplated thereby, the predominant business activity of the Company will be the Company's digital asset treasury strategy, which is focused on the ATH token. Aethir is a leading decentralized physical infrastructure network developed by DCI that provides a decentralized graphics processing unit (" GPU ") network, which connects producers and consumers of GPU compute power at enterprise scale, supporting applications such as artificial intelligence computation, gaming and cloud workloads. ATH, the native token of the Aethir network, is a utility token used for GPU rentals, staking, validation and the provision of ecosystem rewards on the Aethir network. ATH functions as a proxy for a unit of GPU compute power and serves as a medium of exchange and unit of incentives for participants in the Aethir network. Participants in the Aethir network can generate yield or other rewards by staking or lending ATH or by otherwise serving as a source of ATH liquidity. On September 26, 2025, the price of ATH was $0.0613, based on the price of ATH reported on the Coinbase exchange as of 4:00 p.m. ET on such date. Pursuant to its Aethir digital asset treasury strategy, the Company intends to acquire additional ATH in the open market and to earn yield on its ATH treasury holdings by engaging in ATH staking and other activities. As a holder of ATH, the Company would accrue unrealized gains from any appreciation (or would be subject to unrealized losses from any depreciation) in the value of ATH tokens, which trade on various cryptocurrency exchanges. The Company's digital asset treasury strategy will be overseen by a special committee to be constituted by the Board, as well as a new Chief Investment Officer expected to be appointed by the Board at the Closing Date, who will report to such committee, and will be implemented by DNA pursuant to the

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