Predictive Oncology Announces $7.2 Million Registered Direct Offerings
May 16 2022 - 08:55AM
Predictive Oncology Inc. (Nasdaq: POAI) (“Predictive Oncology” or
“the Company”), a knowledge-driven company focused on applying
artificial intelligence (“AI”) to personalized medicine and drug
discovery, today announced that it has entered into definitive
agreements with several institutional investors for the issuance
and sale of shares of its common stock, with related
agreements regarding certain stock purchase warrants, in connection
with two concurrent offerings that are expected to result in gross
proceeds totaling approximately $7.2 million before deducting
placement agent fees and other offerings expenses.
In the first offering, the Company has entered
into definitive agreements with several institutional investors for
the issuance and sale of 3,837,280 shares of its common stock, at a
purchase price of $0.60 per share, in a registered direct offering,
for expected gross proceeds of approximately $2.3 million. The
Company also agreed to issue to these investors, in a concurrent
private placement, unregistered warrants to purchase up to an
aggregate of 3,837,280 shares of its common stock. The warrants
have an exercise price of $0.70 per share, will become exercisable
six months following the date of issuance and will expire five and
one-half years from the date of issuance.
In the second offering, the Company has entered
into definitive agreements with several institutional investors for
the issuance and sale of 8,162,720 shares of its common stock, at a
purchase price of $0.60 per share, in a concurrent registered
direct offering, for expected gross proceeds of approximately $4.9
million. The Company also has agreed that certain existing warrants
to purchase up to an aggregate of 16,325,434 shares of common stock
of the Company that were previously issued to those investors, with
exercise prices ranging from $1.00 to $2.00 per share and
expiration dates ranging from August 17, 2024 to August 23, 2026,
will be amended effective upon the closing of the registered direct
offering so that the amended warrants will have a reduced
exercise price of $0.70 per share, will not be exercisable until
six months following the closing of the registered direct offering
and will expire five and one-half years following the closing of
the registered direct offering. All of the investors who
participated in the first registered direct offering described in
the preceding paragraph also participated in the concurrent second
registered direct offering.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offerings.
The closings of the offerings are expected to
occur on or about May 18, 2022, subject to the satisfaction of
customary closing conditions. The Company currently intends to use
the net proceeds from the offerings for working capital
purposes.
The shares of common stock described above (but
not the warrants or the shares of common stock underlying the
warrants) are being offered by the Company in the registered direct
offerings pursuant to an effective “shelf” registration statement
on Form S-3 (Registration No. 333-255582), including an
accompanying base prospectus previously filed with the Securities
and Exchange Commission (the “SEC”) on April 28, 2021 which became
effective on May 5, 2021. The offerings of such shares of common
stock is being made only by means of a prospectus supplement that
forms a part of the registration statement. Final prospectus
supplements and the accompanying base prospectus relating to the
registered direct offerings will be filed with the SEC and will be
available on the SEC’s website located at http://www.sec.gov.
Electronic copies of the prospectus supplements and the
accompanying base prospectus may also be obtained by contacting
H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New
York, NY 10022, by phone at (212) 856-5711 or e-mail at
placements@hcwco.com.
The warrants being sold in the first offering
described above were offered in a private placement under Section
4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and,
along with the shares of common stock underlying the warrants, have
not been registered under the Act, or applicable state securities
laws. Accordingly, the warrants and underlying shares of common
stock 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 Act and such
applicable state securities laws.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Predictive Oncology
Inc.
Predictive Oncology (NASDAQ: POAI) operates
through four segments (Skyline, Helomics, zPREDICTA and Soluble),
which covers five subsidiaries: Helomics, TumorGenesis, Skyline
Medical, zPREDICTA and Soluble Biotech.
TumorGenesis is the company’s arm for research
and development for zPREDICTA, Soluble Biotech and Helomics. This
subsidiary is also involved in media which aid cancer cells grow
outside the body of patients and preserve their proteomic and
RNA/DNA signatures. Helomics Holding Corporation is involved in
applying artificial intelligence (“AI”) in the company’s precision
medicine business, to offer AI-driven predictive models of tumor
drug response to enhance clinical results for patients and to aid
diagnostic, biotech and pharmaceutical industries in the new
personalized diagnostics and drugs development. Skyline Medical
Inc. (“Skyline Medical”) markets the STREAMWAY System, a fully
automated wall-mounted system, which is utilized to dispose of an
unlimited quantity of suction fluid offering continuous performance
for medical practitioners while effectively eradicating healthcare
professional’s exposure to potentially infectious liquids gathered
during surgical and other medical operations. Soluble Biotech Inc.
is involved in research focused on protein production, stability
studies and solubility improvements. zPREDICTA, Inc carries out
tumor-specific research using vitro models for oncology and drug
development.
Forward-Looking Statements:
This press release comprises of forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on
management’s current expectations, estimates and projections about
our industry, our management's beliefs and certain assumptions made
by our management. Words such as "expects," "plans," "intends,"
"anticipates," "believes," "estimates," "seeks," variations of such
words and similar expressions are intended to identify such
forward-looking statements. Such risks and uncertainties include:
market and other conditions, the completion of the registered
direct offerings, the satisfaction of customary closing conditions
related to the registered direct offerings and the intended use of
net proceeds from the registered direct offerings. The forward
looking statements are not guarantees of future performance and are
subject to risks and uncertainties, including the risks described
in public filings with the U.S. Securities and Exchange Commission
(SEC). The Company’s actual results may differ materially from the
anticipated results reflected in these forward-looking
statements.
Investor Relations Contact:
Landon CapitalKeith Pinder(404)
995-6671kpinder@landoncapital.net
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