Filed Pursuant to Rule 424(b)(3)
Registration No. 333-255582
PROSPECTUS SUPPLEMENT
(To Prospectus Supplement June 14, 2021)
PREDICTIVE ONCOLOGY INC.
15,520,911 Shares of Common Stock
Warrants to Purchase up to 15,520,911 Shares of Common
Stock
Placement Agent Warrants to Purchase up to 1,164,068 Shares of
Common Stock
(and the shares of Common Stock underlying such Warrants and
Placement Agent Warrants)
This prospectus supplement (“Supplement”) modifies, supersedes and
supplements certain information contained in, and should be read in
conjunction with, that certain prospectus supplement filed with the
Securities and Exchange Commission (the “SEC”) by Predictive
Oncology Inc. (the “Company”), dated June 14, 2021 (the “Original
Prospectus Supplement”), and the accompanying base prospectus,
dated May 5, 2021 (the “Base Prospectus” and together with the
Original Prospectus Supplement, the “Prospectus”), related to a
registered direct offering of an aggregate of 15,520,911 shares of
the Company’s common stock, par value $0.01 per share (“Common
Stock”), and warrants to purchase up to an aggregate of 15,520,911
shares of Common Stock at an original exercise price of $1.25 per
share (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that is modified or superseded in the Prospectus shall not be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or superseded by this Supplement.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 S-4 of the Original Prospectus Supplement, page 7 of the
Base Prospectus and in the documents incorporated by reference into
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 or
incorporated by reference into the Prospectus, as well as the other
information contained in or incorporated by reference into this
Supplement and the Prospectus. This Supplement, the Prospectus and
documents incorporated therein by reference contain 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 Original Prospectus Supplement,
the Base 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 certain holders 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 Existing Warrants
to purchase up to an aggregate of 9,332,667 shares of Common Stock
held by the several investors in the Registered Direct Offering and
covered by the Warrant Amendment Agreement, the Company agreed to
(i) lower the exercise price of such Existing Warrants to $0.70 per
share, (ii) provide that such 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 such Existing Warrants to
November 18, 2027 (five and one-half years following the close of
the Registered Direct Offering). These amendments became effective
on May 18, 2022, when the closing of the Registered Direct Offering
occurred and each of such purchasers satisfied its purchase
commitment to the Company. No changes have been made to the other
Existing Warrants to purchase up to an aggregate of 6,188,244
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.
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