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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 16, 2022
Predictive Oncology Inc.
(Exact name of Registrant as Specified in its Charter)
Delaware |
001-36790 |
33-1007393 |
(State
or Other Jurisdiction of Incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
2915 Commers Drive,
Suite 900
Eagan,
Minnesota
|
55121 |
(Address
of Principal Executive Offices) |
(Zip
Code) |
Registrant’s telephone number, including area code:
(651)
389-4800
Former Name or Former Address, if Changed Since Last Report: Not
Applicable
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 (see General
Instruction A.2. below):
☐ |
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)) |
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 |
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On May 16, 2022, Predictive Oncology Inc., a Delaware corporation
(the “Company”), entered into a securities purchase agreement with
several institutional and accredited investors pursuant to which
the Company agreed to issue and sell in a registered direct
offering (the “First Offering”) an aggregate of 3,837,280 shares of
its common stock, at a purchase price of $0.60 per share. Pursuant
to the securities purchase agreement, in a concurrent private
placement, the Company also agreed to issue to these purchasers
unregistered warrants to purchase up to an aggregate of 3,837,280
shares of common stock (the “Warrants”). The Warrants have an
exercise price equal to $0.70 per share, will become exercisable
six months from the date of issuance, and will expire five and
one-half years from the date of issuance.
In addition, in a concurrent registered direct offering (the
“Second Offering”), on May 16, 2022, the Company entered into a
securities purchase agreement with several institutional and
accredited investors pursuant to which the Company agreed to issue
and sell an aggregate of 8,162,720 shares of its common stock, at a
purchase price of $0.60 per share. The Company also entered into a
warrant amendment agreement (the “Warrant Amendment Agreement”)
with each of the purchasers in the Second Offering. Under the
Warrant Amendment Agreement, the Company agreed to amend certain
existing warrants to purchase up to 16,325,435 shares of common
stock that were previously issued in 2020 and 2021 to those
purchasers, with exercise prices ranging from $1.00 to $2.00 per
share (the “Existing Warrants”), in consideration for their
purchase of approximately $4.9 million of common stock in the
Second Offering, as follows: (i) lower the exercise price of the
Existing Warrants to $0.70 per share, (ii) provide that the
Existing Warrants, as amended, will not be exercisable until six
months following the closing date of the Second Offering, and (iii)
extend the original expiration date of the Existing Warrants by
five and one-half years following the close of the Second Offering.
Each Warrant Amendment Agreement is subject to the consummation of
the Second Offering and the purchaser’s satisfaction of its
purchase commitment thereunder.
The shares of common stock are being offered and sold in the First
Offering and the Second Offering (together, the “Offerings”)
pursuant to the Company’s Registration Statement on Form S-3
(Registration No. 333-255582), which was initially filed with the
Securities and Exchange Commission (“SEC”) on April 28, 2021, and
declared effective on May 5, 2021, and prospectus supplements each
dated May 18, 2022.
The closings of the Offerings are expected to occur on or about May
18, 2022, subject to the satisfaction of customary closing
conditions. The aggregate gross proceeds from the Offerings are
expected to be approximately $7.2 million, before deducting
placement agent fees and other offering expenses payable by the
Company. The Company currently intends to use the net proceeds from
the Offerings for working capital purposes.
Pursuant to an Engagement Letter (the “Engagement Letter”), H.C.
Wainwright & Co., LLC, or the placement agent, acted as the
exclusive placement agent for the Offerings. The Company agreed to
pay the placement agent a cash fee equal to 7.5% of the gross
proceeds received in the Offerings and, upon any exercise of the
Warrants issued in the concurrent private placement for cash, a
cash fee equal to 7.5% of the aggregate gross proceeds from the
exercise of the Warrants. The Company also agreed to pay the
placement agent a management fee equal to 1.0% of the gross
proceeds received in the Offerings, $65,000 for non-accountable
expenses and $15,950 for closing costs. In addition, the Company
will issue to the placement agent or its designees warrants to
purchase up to an aggregate of 900,000 shares of its common stock
(“the “Placement Agent Warrants”), representing 7.5% of the total
number of shares of common stock sold in the Offerings. The
Placement Agent Warrants will have an exercise price equal to 125%
of the offering price per share in the Offerings, or $0.75, and
will become exercisable six months following the date of issuance
and expire five years after the date of issuance.
The foregoing descriptions of the Engagement Letter, form of
Warrant, form of Placement Agent Warrant, form of Warrant Amendment
Agreement, and forms of the two securities purchase agreements do
not purport to be complete and are qualified in their entirety by
reference to the full text of the Engagement Letter, form of
Warrant, form of Placement Agent Warrant, form of Warrant Amendment
Agreement, and forms of the two securities purchase agreements,
which are attached to this Current Report on Form 8-K as Exhibits
1.1, 4.1, 4.2, 4.3, 10.1 and 10.2, respectively, and incorporated
herein by reference.
The opinion of the Company’s counsel regarding the validity of the
shares of common stock being issued in the Offerings is filed as
Exhibit 5.1 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities
The information contained in Item 1.01 of this Current Report on
Form 8-K in relation to the Warrants and the Placement Agent
Warrants is incorporated herein by reference.
The Warrants and the Placement Agent Warrants, and the shares of
common stock issuable pursuant to the Warrants and the Placement
Agent Warrants, are being offered and sold pursuant to an exemption
from the registration requirements under Section 4(a)(2) of the
Securities Act of 1933, as amended (“Securities Act”), and Rule 506
of Regulation D promulgated thereunder. The Warrants and the
Placement Agent Warrants, and the shares underlying the Warrants
and the Placement Agent Warrants, have not been registered under
the Securities Act or applicable state securities laws.
Accordingly, such securities may not be offered or sold except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act
and such applicable state securities laws.
Item 8.01 Other Events
On May 16, 2022, the Company issued a press release announcing the
Offerings. A copy of the press release is attached to this Current
Report on Form 8-K as Exhibit 99.1, and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
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.
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PREDICTIVE ONCOLOGY inc. |
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By: |
/s/
Bob Myers |
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Name: Bob Myers
Title: Chief Financial Officer
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Date: May 18, 2022
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