UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
| Josh Blacher | Copy to: |
| Interim Chief Financial Officer | Alan Seem |
| Predictive Oncology Inc. | DLA Piper LLP (US) |
| 91 43rd Street, Suite 110 | 3203 Hanover Street, Suite 100 |
| Pittsburgh, Pennsylvania 15201 | Palo Alto, California 94304 |
| (412) 432-1500 | (650) 833-2000 |
| (Name, address and telephone number of agent for service) |
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 |
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 8.01. | Other Events. |
On June 2, 2025, Predictive Oncology Inc., a Delaware corporation, (the “Company”), filed a prospectus supplement, which amended and supplemented certain information in the prospectus supplement, dated April 18, 2025, to the prospectus, dated May 21, 2024, filed with the Securities and Exchange Commission as part of its registration statement on Form S-3 (333-279123), as supplemented by its prospectus supplement, dated May 21, 2024 (collectively, the “ATM Prospectus”). The Company previously entered into an ATM Sales Agreement (the “Agreement”) on May 3, 2024 with H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent to sell shares of the Company’s common stock, par value $0.01 per share, from time to time, through an “at the market offering” program pursuant to which Wainwright will act as sales agent.
The Company filed the June 2, 2025 prospectus supplement to amend the ATM Prospectus to update the maximum amount of shares that it is eligible to sell from and after June 2, 2025, and to specify the value of common stock it would be permitted to sell in any 12 calendar month period under General Instruction I.B.6 of Form S-3. As of June 2, 2025, the Company could only offer and sell shares of its common stock having an aggregate offering price of up to $3,398,000. However, in the event that the Company’s public float increases or decreases, it may sell securities in public primary offerings on Form S-3 with a value up to one-third of the Company’s public float, in each case calculated pursuant to General Instruction I.B.6 of Form S-3 and subject to the terms of the Agreement. In the event that the Company’s public float increases above $75.0 million, it will no longer be subject to the limits in General Instruction I.B.6 of Form S-3. If the Company’s public float increases such that it may sell additional amounts under the Agreement and the Form S-3 registration statement of which the ATM Prospectus is a part, the Company will file another prospectus supplement prior to making additional sales. Through the date hereof, the Company has sold securities with an aggregate market value of approximately $684,467 pursuant to General Instruction I.B.6 of Form S-3.
DLA Piper LLP, counsel to the Company, has issued a legal opinion relating to the shares of the Company’s common stock that may be issued pursuant to the at-the-market offering program under the ATM Prospectus. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such 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.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description |
| 5.1 | Opinion of DLA Piper LLP |
| 23.1 | Consent of DLA Piper LLP (included in Exhibit 5.1) |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Predictive Oncology Inc. | ||
| Date: June 6, 2025 | By: | /s/ Josh Blacher |
| Name: Josh Blacher | ||
| Title: Interim Chief Financial Officer | ||