Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
May 25 2022 - 05:08PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-239851
PROSPECTUS SUPPLEMENT
(To Prospectus Dated July 21, 2020)
PREDICTIVE ONCOLOGY INC.
1,396,826 Shares of Common Stock
This prospectus supplement (“Supplement”) modifies, supersedes and
supplements certain information contained in, and should be read in
conjunction with, that certain prospectus (the “Prospectus”) filed
with the Securities and Exchange Commission (the “SEC”) by
Predictive Oncology Inc. (the “Company”), dated July 21, 2020,
related to the resale from time to time by the selling stockholders
named therein of 1,396,826 shares of the Company’s common stock,
par value $0.01 per share (“Common Stock”) issuable upon the
exercise of outstanding warrants at an original exercise price of
$1.80 per share expiring on December 26, 2025 ( the “Existing
Warrants”). Some of the Existing Warrants have been amended as
described below under “Amendments to Existing Warrants.”
The Common Stock is listed on the Nasdaq Capital Market under the
symbol “POAI.” On May 18, 2022, the last reported sale price of the
Common Stock on the Nasdaq Capital Market was $0.336 per
share.
The information contained in this Supplement modifies and
supersedes, in part, the information in the Prospectus. This
Supplement is not complete without, and may not be delivered or
used except in connection with, the Prospectus. Any information
that is modified or superseded in the Prospectus shall not be
deemed to constitute a part of the Prospectus, except as modified
or superseded by this Supplement.
We may amend or supplement the Prospectus from time to time by
filing amendments or supplements as required. You should read the
entire Prospectus and any amendments or supplements carefully
before you make an investment decision.
Investing in our securities involves risks. See “Risk Factors”
on page 9 of the Prospectus and the risks described in the
documents incorporated by reference in the Prospectus, including
the risks described under “Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2021.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this Supplement or the Prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
FORWARD-LOOKING STATEMENTS
You should carefully consider the risk factors set forth in the
Prospectus, as well as the other information contained in this
Supplement and the Prospectus. This Supplement and the Prospectus
contains forward-looking statements regarding events, conditions,
and financial trends that may affect our plan of operation,
business strategy, operating results, and financial position. You
are cautioned that any forward-looking statements are not
guarantees of future performance and are subject to risks and
uncertainties. Actual results may differ materially from those
included within the forward-looking statements as a result of
various factors. Cautionary statements in the “Risk Factors”
section of the Prospectus and the reports incorporated by reference
therein identify important risks and uncertainties affecting our
future, which could cause actual results to differ materially from
the forward-looking statements made or included in this Supplement
and the Prospectus.
AMENDMENTS TO EXISTING WARRANTS
This Supplement is being filed to disclose the following:
On May 18, 2022, in connection with a securities purchase
agreement entered into by the Company with certain institutional
and accredited investors, including a holder of the Existing
Warrants, the Company filed a prospectus supplement (the
“Registered Direct Prospectus Supplement”) and the accompanying
base prospectus with the SEC under the Company’s registration
statement on Form S-3 (Registration No. 333-254309). Pursuant to
the securities purchase agreement and the Registered Direct
Prospectus Supplement, the Company offered and sold an aggregate of
8,162,720 shares of its Common Stock, at a purchase price of $0.60
per share (the “Registered Direct Offering”). In connection with
the Registered Direct Offering, the Company entered into a warrant
amendment agreement (the “Warrant Amendment Agreement”) with each
of the purchasers in the Registered Direct Offering under which the
Company agreed to amend certain outstanding warrants to purchase up
to an aggregate of 16,325,435 shares of common stock that were
previously issued in 2020 and 2021 to the purchasers, with exercise
prices ranging from $1.00 to $2.00 per share, in consideration for
their purchase of approximately $4.9 million of Common Stock in the
Registered Direct Offering.
Under the Warrant Amendment Agreement, with respect to the Existing
Warrants held by the investor in the Registered Direct Offering and
covered by the Warrant Amendment Agreement, the Company agreed to
(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 November 18, 2022 (six months following
the closing date of the Registered Direct Offering) and (iii)
extend the original expiration date of the Existing Warrants to
November 18, 2027 (five and one-half years following the close of
the Registered Direct Offering). The amendment became effective on
May 18, 2022, when the closing of the Registered Direct Offering
occurred and such purchaser satisfied its purchase commitment to
the Company.
Existing Warrants to purchase up to an aggregate of 698,413 shares
of Common Stock are held by the selling stockholder named in the
Prospectus and subject to the Warrant Amendment Agreement. The
following selling stockholder named in the Prospectus participated
in the Registered Direct Offering and entered into the Warrant
Amendment Agreement with respect to the following number of shares
being offered pursuant to the Prospectus, as amended by this
Supplement, all of which shares are issuable upon exercise of its
Existing Warrants as amended: Armistice Capital Master Fund,
698,413 shares. No changes have been made to the other Existing
Warrants to purchase up to an aggregate of 698,413 shares of Common
Stock, which shares may be resold under the Prospectus, as amended
by this Supplement.
The date of this Prospectus Supplement is May 18, 2022.
2
Predictive Oncology (NASDAQ:POAI)
Historical Stock Chart
From Dec 2022 to Jan 2023
Predictive Oncology (NASDAQ:POAI)
Historical Stock Chart
From Jan 2022 to Jan 2023