Amended Current Report Filing (8-k/a)
June 18 2019 - 04:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(
d
)
of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
April 4, 2019
Predictive
Oncology Inc.
(f/k/a
Precision
Therapeutics Inc.)
(Exact name of registrant as specified in
its charter)
Delaware
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001-36790
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83-4360734
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(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS Employer
|
|
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Identification
No.)
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2915
Commers Drive, Suite 900
Eagan,
Minnesota 55121
(Address
of principal executive offices)
(651)
389-4800
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities registered pursuant
to Section 12(b) of the Act:
Title
of each class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
Common
stock, $0.01 par value
|
POAI
|
Nasdaq
Capital Market
|
EXPLANATORY NOTE
This Amendment No. 1 amends the Current Report
on Form 8-K that Predictive Oncology Inc. f/k/a/ Precision Therapeutics Inc. (“Predictive” or the “Company”)
filed with the Securities and Exchange Commission on April 10, 2019, concerning the April 4, 2019 completion of the business combination
of Helomics Holding Corporation (“Helomics”) with Helomics Acquisition, Inc., a wholly-owned subsidiary of Predictive
(“Merger Sub”), in accordance with the terms of the Amended and Restated Agreement and Plan of Merger, dated as of
October 26, 2018 (as amended, the “Merger Agreement”), and a related exchange offer. This Amendment No. 1 includes
the audited financial statements and pro forma financial information required by Item 9.01(a) and 9.01(b) of Form 8-K.
Item 9.01 Financial
Statement and Exhibits
(a)
Financial
Statements of Businesses Acquired
The
audited financial statements of Helomics as of and for the years ended December 31, 2018 and 2017 are attached hereto as Exhibit
99.1.
(b)
Pro
Forma Financial Information
Certain
pro forma combined financial information of the Company as of and for the year ended December 31, 2018, giving effect to the merger
of Helomics with and into Merger Sub pursuant to the Merger Agreement, is attached hereto as Exhibit 99.2.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned hereunto duly authorized.
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PREDICTIVE ONCOLOGY INC.
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|
|
|
|
|
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By:
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/s/ Bob Myers
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|
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Name:
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Bob Myers
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|
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Its:
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Chief Financial Officer
|
|
Date:
June 18, 2019
3
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