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Significant Accounting Policies [Text Block]

NOTE

— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Continuance of Operations

Predictive Oncology Inc., (the “Company” or “Predictive”) was originally incorporated on

April 23, 2002

in Minnesota as BioDrain Medical, Inc. Effective

August 6, 2013,

the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger effective

December 16, 2013,

the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware corporation as the surviving corporation of the merger. On

August 31, 2015,

the Company completed a successful offering and concurrent uplisting to the NASDAQ Capital Market. On

February 1, 2018,

the Company filed with the Secretary of State of Delaware a Certificate of Amendment to its Certificate of Incorporation to change the corporate name from Skyline Medical Inc. to Precision Therapeutics Inc., effective

February 1, 2018.

Because of this change, the Company’s common stock traded under the ticker symbol “AIPT,” effective

February 2, 2018.

June 10, 2019,

the Company filed with the Secretary of State of Delaware a Certificate of Amendment to its Certificate of Incorporation to change the corporate name from Precision Therapeutics Inc. to Predictive Oncology Inc., trading under the new ticker symbol “POAI,” effective

June 13, 2019.

Skyline Medical Inc. remains as an incorporated division of Predictive Oncology Inc. On

October 28, 2019,

the Company completed a

one

-for-

ten

reverse stock split that was effective for trading purposes on

October 29, 2019.

All numbers of shares and per-share amounts have been adjusted to reflect the reverse stock split.

The Company is a healthcare company that provides personalized medicine solution and medical devices in

two

main areas: (

) precision medicine, which aims to apply artificial intelligence (“AI “) to personalized medicine and drug discovery; and (

) an environmentally safe system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company also makes ongoing sales of proprietary cleaning fluid and filters to users of its systems.

In addition, the Company’s wholly-owned subsidiary, TumorGenesis Inc. (“TumorGenesis”), is developing the next generation, patient-derived tumor models for precision cancer therapy and drug development. TumorGenesis Inc., formed during the

first

quarter of

2018,

is presented as part of the consolidated financial statements (“financial statements”) and is included in corporate in the Company’s segment reporting.

During the

first

quarter of

2018,

the Company acquired

25%

of the capital stock of Helomics Holding Corporation (“Helomics”). On

April 4, 2019,

the Company completed a forward triangular merger with Helomics Acquisition Inc., a wholly-owned subsidiary of the Company and Helomics, acquiring the remaining

75%

of the capital stock of Helomics (“Helomics Acquisition”).

The Company has incurred recurring losses from operations and has an accumulated deficit of

$82,498,711.

The Company does

not

expect to generate sufficient operating revenue to sustain its operations in the near-term. During fiscal year

2019,

the Company incurred negative cash flows from operations. Although the Company has attempted to curtail expenses, there is

guarantee that the Company will be able to reduce these expenses significantly, and expenses

may

need to be higher to prepare product lines for broader sales in order to generate sustainable revenues. These conditions raise substantial doubts about the Company’s ability to continue as a going concern. The Company had cash and cash equivalents of

$150,831

as of

December 31, 2019

and needs to raise significant additional capital to meet its operating needs and pay debt obligations coming due. Outstanding debt, including accrued interest and penalties, totaled

$6,213,507

as of

December 31, 2019,

all of which is due within

six

months. Debt is secured by all assets of the Company and its subsidiaries. The Company intends to raise these funds through equity or debt financing that

may

include public offerings, private placements, alternative offerings, or other means. In

October 2019,

the Company entered into a purchase agreement for an equity line under which it can raise up to

$15,000,000

over a

three

-year period, subject to market conditions including trading volume and stock price. Given the limitations in place there is

guarantee that the Company will be able to raise the full amount available under the equity line over the course of the

three

-year period. During

2019,

the Company issued

122,356

shares of its common stock valued at

$319,196

pursuant to the equity line. In

2020,

the Company completed various debt and equity financings and raised net proceeds of

$6,159,906,

that is net of repayments. See Note

– Subsequent Events for more information. Despite these sources of funding, it is

not

probable the Company will be able to obtain additional financing in order to fund operations. Therefore there is substantial doubt about the Company’s ability to continue as a going concern for

one

year after the date that the financial statements are issued. The accompanying financial statements have been prepared assuming the Company will continue as a going concern and do

not

include any adjustments that might result from the outcome of this uncertainty.

The Company has

commitments or contingencies.

Recently Adopted Accounting Standards

February 2016,

the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

No.

2016

02,

“

Leases (Topic

842

)

” (“ASU

2016

02”

), which requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. The standard states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The standard is effective for fiscal years and interim periods within those fiscal years beginning after

December 15, 2018.

The Company adopted ASU

2016

January 1, 2019,

using the transition relief to the modified retrospective approach, presenting prior year information based on the previous standard. Upon adoption, the Company recognized

$353,007

of lease right-of-use (ROU) assets and liabilities for operating leases on its consolidated balance sheet, of which,

$79,252

were classified as current liabilities. The adoption of ASU

2016

did

not

have a material impact on the Company’s consolidated results of operations or cash flows.

The Company leases facilities under long-term operating leases that are non-cancelable and expire on various dates. At the lease commencement date, lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term, which includes all fixed obligations arising from the lease contract. If an interest rate is

not

explicit in a lease, the Company utilizes its incremental borrowing rate for a period that closely matches the lease term. See Note

– Leases.

Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities at the date of the financial statements and during the reporting period. Actual results could materially differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand. The company has

cash equivalents during the years ended

December 31, 2018

and

December 31, 2019.

Receivables

Receivables are reported at the amount the Company expects to collect on balances outstanding. The Company provides for probable uncollectible amounts through charges to earnings and credits to the valuation allowance based on management’s assessment of the current status of individual accounts. During

2019,

the Company recorded a valuation allowance of

$1,037,524

related to the notes receivable balance. See Note

– Notes Receivable.

Inventories

Inventories are stated at the lower of cost or net realizable value, with cost determined on a

first

-in,

first

-out basis. Inventory balances consist of the following:

	December 31, 2019		December 31, 2018

Finished goods	$	91,410	$	58,701
Raw materials		69,821		127,003
Work-In-Process		28,925		55,362
Total	$	190,156	$	241,066

Fixed Assets

Fixed assets are stated at cost less accumulated depreciation. Depreciation of fixed assets is computed using the straight-line method over the estimated useful lives of the respective assets. Accumulated depreciation is included in fixed assets, net on the accompanying consolidated balance sheets. Estimated useful life by asset classification is as follows:

(

)

Leasehold improvements are depreciated over the shorter of the useful life or the remaining lease term.

The Company’s fixed assets consist of the following:

	December 31, 2019		December 31, 2018
Computers and office equipment	$	508,143	$	204,903
Leasehold improvements		188,014		140,114
Manufacturing tooling		1,510,165		108,955
Demo equipment		73,051		85,246
Total		2,279,373		539,218
Less: Accumulated depreciation		771,574		358,765
Total fixed assets, net	$	1,507,799	$	180,453

Upon retirement or sale or fixed assets, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations expense. Maintenance and repairs are expensed as incurred.

Depreciation expense was

$414,331

and

$84,995

2019

and

2018,

respectively.

Intangible Assets

Finite-lived intangible assets consist of patents and trademarks, licensing fees, developed technology, and customer relationships, and are amortized over their estimated useful life. The tradename is an indefinite-lived intangible asset and is

not

amortized. Amortization expense was

$290,552

and

$62,633

2019

and

2018,

respectively. Accumulated amortization is included in intangibles, net in the accompanying consolidated balance sheets. The Company reviews finite-lived identifiable intangible assets for impairment in accordance with ASC

360

—

Property, Plant and Equipment

, whenever events or changes in circumstances indicate the carrying amount

may

not

be recoverable. Events or changes in circumstances that indicate the carrying amount

may

not

be recoverable include, but are

not

limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which the Company operates. The Company reviews its other intangible assets in accordance with ASC

350—

Intangibles—Goodwill and Other

. Under this topic, intangible assets determined to have an indefinite useful life are

not

amortized but are tested for impairment annually or more often if an event or circumstances indicate that an impairment loss has been incurred.

As of

December 31, 2019,

there were

$3,649,412

in net intangibles, representing a large fluctuation due to the Helomics acquisition as compared to

$964,495

in net intangibles as of

December 31, 2018.

The components of intangible assets were as follows:

	December 31, 2019							December 31, 2018
	Gross Carrying Costs		Accumulated Amortization			Net Carrying Amount		Gross Carrying Costs		Accumulated Amortization			Net Carrying Amount
Patents & Trademarks	$	339,023	$	(195,286	)	$	143,737	$	318,304	$	(182,559	)	$	135,745
Licensing Fees		-		-			-		877,500		(48,750	)		828,750
Developed Technology		2,882,000		(108,075	)		2,773,925		-		-			-
Customer Relationships		445,000		(111,250	)		333,750		-		-			-
Tradename		398,000		-			398,000		-		-			-
Total	$	4,064,023	$	(414,611	)	$	3,649,412	$	1,195,804	$	(231,309	)	$	964,495

The following table outlines the estimated future amortization expense related to intangible assets held as of

December 31, 2019:

Year ending December 31,	Expense
2020	$	305,785
2021		305,785
2022		194,535
2023		157,452
2024		157,452
Thereafter		2,130,403
Total	$	3,251,412

Impairment of Long-Lived Assets

The Company reviews long-lived assets, including property and equipment and intangible assets with estimable useful lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of such an asset

may

not

be recoverable.

The recoverability of an asset to be held and used is determined by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeded its estimated undiscounted future cash flows, the Company recorded an impairment charge in the amount by which the carrying amount of the asset exceeds its fair value, which is determined by either a quoted market price, if any, or a value determined by utilizing discounted cash flow techniques.

During

2019,

the Company recognized

$58,500

of amortization expense related to license fees. The Company also determined that due to lower than anticipated revenues from the Company’s TumorGenesis subsidiary, the licensing fee intangible asset

may

not

be recoverable. The Company incurred impairment charges of

$770,250

related to the full remaining value of the TumorGenesis licensing fees asset, which was included in corporate in the Company’s segment reporting.

impairment charges were incurred during

2018.

Goodwill

In accordance with ASC

350

–

Intangibles – Goodwill and Other

, goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of net assets acquired. Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination. Goodwill is an indefinite-lived asset and is

not

amortized. Goodwill is tested for impairment annually at the reporting unit level, or whenever events or circumstances present an indication of impairment.

In the Helomics acquisition, the Company recorded goodwill of

$23,790,290.

The goodwill was recorded to the Helomics segment which represents a single reporting unit. As a part of the annual impairment testing, the Company had the option to assess qualitative factors to determine if it was more likely than

not

that the carrying value of a reporting unit exceeded its estimated fair value. The Company believed a qualitative testing approach was

not

appropriate and, therefore, proceeded to the quantitative testing. When performing quantitative testing, the Company

first

estimated the fair value of the Helomics reporting unit using discounted cash flows. To determine fair values, the Company was required to make assumptions about a wide variety of internal and external factors. Significant assumptions used in the impairment analysis included financial projections of free cash flow (including significant assumptions about operations including the rate of future revenue growth, capital requirements, and income taxes), long-term growth rates for determining terminal value, and discount rates for the Helomics reporting unit. Comparative market multiples were also used to corroborate the results of the discounted cash flow test. These assumptions required significant judgment and actual results

may

differ from assumed and estimated amounts.

In testing goodwill for impairment as of

December 31, 2019,

the Company performed a quantitative impairment test, including computing the fair value of the Helomics reporting unit and comparing that value to its carrying value. Based upon the Company’s annual goodwill impairment test, the Company concluded that goodwill was impaired as of the testing date of

December 31, 2019.

Pursuant to ASU

2017

–

Simplifying the Test for Goodwill Impairment

, the single step is to determine the estimated fair value of the reporting unit and compare it to the carrying value of the reporting unit, including goodwill. To the extent the carrying amount of goodwill exceeds the implied goodwill, the difference is the amount of the goodwill impairment. The Company’s annual impairment test as of

December 31, 2019

resulted in

$8,100,000

of impairment expense related to goodwill. There was

impairment expense recorded in the

twelve

months ended

December 31, 2018.

Goodwill balance at December 31, 2018	$	-
Acquired		23,790,290
Impairment		(8,100,000	)
Goodwill balance at December 31, 2019	$	15,690,290

When evaluating the fair value of Helomics reporting unit the Company used a discounted cash flow model. Key assumptions used to determine the estimated fair value included: (a) expected cash flow for the

-year period following the testing date (including net revenues, costs of revenues, and operating expenses as well as estimated working capital needs and capital expenditures); (b) an estimated terminal value using a terminal year growth rate of

3.0%

determined based on the growth prospects of the reporting unit; and (c) a discount rate of

18.3%

based on management’s best estimate of the after-tax weighted average cost of capital. The discount rate included a company specific risk premium of

for risks related to the term of the forecasts.

The majority of the inputs used in the discounted cash flow model are unobservable and thus are considered to be Level

inputs.

The Company will continue to monitor its reporting units to determine whether events and circumstances warrant further interim impairment testing. Goodwill is

not

expected to be deductible for tax purposes.

Fair Value Measurements

As outlined in ASC –

820,

Fair Value Measurement

, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standards ASC

820

establishes a

three

-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability as follows:

Level

– Observable inputs such as quoted prices in active markets;

Level

– Inputs other than quoted prices in active markets, that are observable either directly or indirectly; and

Level

– Unobservable inputs where there is little or

market data, which requires the reporting entity to develop its own assumptions.

The Company uses observable market data, when available, in making fair value measurements. Fair value measurements are classified according to the lowest level input that is significant to the valuation.

The fair value of the Company’s investment securities, which consist of cash and cash equivalents, was determined based on Level

inputs. The fair value of the Company’s derivative liabilities related to the bridge loan and the note payable agreement with the Company’s CEO was determined based on Level

inputs.

Revenue Recognition

The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised goods or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales taxes are imposed on the Company’s sales to nonexempt customers. The Company collects the taxes from the customers and remits the entire amounts to the governmental authorities. Sales taxes are excluded from revenue and expenses. See Note

– Revenue Recognition.

Income Taxes

The Company accounts for income taxes in accordance with ASC

740

Income Taxes

(“ASC

740”

). Under ASC

740,

deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

There is

income tax provision in the accompanying consolidated statements of net loss due to the cumulative operating losses that indicate a

100%

valuation allowance for the deferred tax assets and state income taxes is appropriate.

The Company reviews income tax positions expected to be taken in income tax returns to determine if there are any income tax uncertainties. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than

not

that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified

income tax uncertainties.

Under Internal Revenue Code Section

382,

certain stock transactions which significantly change ownership could limit the amount of net operating carryforwards that

may

be utilized on an annual basis to offset taxable income in future periods. The Company has

not

yet performed an analysis of the annual net operating loss carryforwards and limitations that are available to be used against taxable income. Consequently, the limitation, if any, could result in the expiration of the Company’s loss carryforwards before they can be utilized. The Company has

not

analyzed net operating loss carryforwards under Section

382

to date. As a result of the Helomics acquisition, there

may

be significant limitation to the net operating loss. The Company intends to complete a Section

382

analysis in

2020.

Tax years subsequent to

2015

remain open to examination by federal and state tax authorities.

Advertising

Advertising costs are expensed as incurred. Advertising expenses were

$21,166

2019

and

$43,548

2018.

Research and Development

Research and development costs are charged to operations as incurred. Research and development costs were

$422,964

and

$526,257

during

2019

and

2018,

respectively.

Offering Costs

Costs incurred which are direct and incremental to an offering of the Company’s securities are deferred and charged against the proceeds of the offering, unless such costs are deemed to be insignificant in which case they are expensed as incurred. During

2019,

the Company capitalized offering costs of

$324,459

that were deemed to be significant.

Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high credit quality financial institutions and, by policy, generally limits the amount of credit exposure to any

one

financial institution. The Company has

credit risk concentration for cash amounts held in a single institution that are in excess of amounts issued by the Federal Deposit Insurance Corporation.

Product Warranty Costs

2019

and in

2018,

the Company incurred

$15,717

and

$10,682,

respectively in product warranty costs.

Other Expense

Other expense consisted primarily of interest expense, payment penalties, amortization of original issue discounts, and loss on debt extinguishment associated to the Company’s notes payable.

Segments

The Company has determined its operating segments in accordance with ASC

280

–

Segment Reporting

. Factors used to determine the Company’s reportable segments include the availability of separate financial statements, the existence of locally based leadership across geographic regions, the economic factors affecting each segment, and the evaluation of operating results at the segment level. The Chief Operating Decision Maker (“CODM”) allocates the Company’s resources for each of the operating segments and evaluates their relative performance. Each operating segment listed below has separate financial statements and locally based leadership that are evaluated based on the results of their respective segments. It should be noted that the operating segments below have different products and services. The financial information is consolidated and evaluated regularly by the CODM in assessing performance and allocating resources.

During the

fourth

quarter of

2019,

the CODM made changes to the internal organization of the Company which resulted in a change in the Company’s operating segments. The CODM determined that clinical testing revenue, CRO revenue and D-CHIP should be consolidated into

one

operating segment, Helomics. The Company concluded the change in operating segments did

not

require restatement of prior period amounts as in

2018,

substantially all of the Company’s revenues and expenses were located or derived from operations within the Domestic operating segment. The Company has

three

operating segments: domestic, international, and Helomics. See Note

– Revenue Recognition for a description of the products and services recognized in each segment. The segment revenues and segment net losses for the year ended

December 31, 2019

are included in the table below. All revenues are earned from external customers. All interest income and interest expense are recognized under corporate. There are significant changes in the Company’s assets relating to the Helomics acquisition specifically for intangibles, tangible fixed assets, and goodwill; see Note

– Helomics Acquisition for further discussion. Expenditures for long-lived assets exclusive of the Helomics acquisition were

not

significant.

				Year Ended December 31, 2019
	Domestic			International			Helomics			Corporate			Total
Revenue	$	1,275,048		$	88,070		$	48,447			-		$	1,411,565
Depreciation and Amortization		(43,728	)		(4,692	)		(556,538	)		(99,925	)		(704,883	)
Impairment expense		-			-			(8,100,000	)		(770,250	)		(8,870,250	)
Loss on equity method investment		-			-			-			(439,637	)		(439,637	)
Segment Loss	$	(2,783,531	)	$	(351,759	)	$	(12,354,108	)	$	(3,901,368	)	$	(19,390,766	)

			December 31, 2019
	Domestic		International		Helomics		Corporate		Total
Assets	$	670,841	$	298,952	$	21,275,306	$	130,411	$	22,375,510

2018,

substantially all the Company revenues and expenses were located or derived from operations in the United States and recorded under the domestic segment.

			December 31, 2018
	Domestic		International		Helomics		Corporate		Total
Assets	$	932,367	$	41,377		-	$	2,735,255	$	3,708,999

Risks and Uncertainties

The Company is subject to risks common to companies in the medical device and biopharmaceutical industries, including, but

not

limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and compliance with regulations of the Food and Drug Administration, Clinical Laboratory Improvement Amendments, and other governmental agencies.

Note 2 - Helomics Acquisition

12 Months Ended

Dec. 31, 2019

Business Combination Disclosure [Text Block]

NOTE

– HELOMICS ACQUISITION

April 4, 2019,

the Company completed a forward triangular merger with Helomics Acquisition Inc., a wholly-owned subsidiary of the Company and Helomics, acquiring the remaining

75%

of the capital stock of Helomics.

Helomics’ precision medicine services are designed to use AI and a comprehensive disease database to improve the effectiveness of cancer therapy. Helomics’ precision oncology services are based on its D-CHIP diagnostic platform, which combines a database of genomic and drug response profiles from over

149,000

tumors with an AI based searchable bioinformatics platform. Once a patient’s tumor is excised and analyzed, the D-CHIP platform compares the tumor profile with its database, and using its extensive drug response data, provides a specific therapeutic roadmap.

The acquisition of Helomics was accounted for as a business combination using the acquisition method of accounting. This method requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. The fair value for the assets acquired and the liabilities assumed are based on information knowable and determined by management as of the date of this filing. The Company incurred

$656,615

in acquisition costs predominantly in legal and audit expenses.

The fair value of the consideration transferred in the acquisition has

five

components totaling

$26,711,790.

The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed, and the consideration transferred:

Value of shares to Helomics shareholders (i)	$	5,612,250
Value of Helomics notes receivable forgiven (ii)		2,210,381
Value of shares to extinguish debt (iii)		6,463,309
Value of warrants issued (iv)		6,261,590
Gain on revaluation of equity method investment (v)		6,164,260
Fair value of the consideration	$	26,711,790

Less assets acquired:
Cash and cash equivalents		248,102
Accounts receivable		207,769
Inventory		17,727
Prepaid expenses		15,321
Fixed assets, net		1,749,080
Intangible assets		3,725,000
Lease right of use assets		780,594

Plus liabilities assumed:
Accounts payable		2,374,596
Note Payable		303,333
Accrued expenses		363,569
Lease Liability – Net of Long-term Portion		422,126
Lease liability		358,468
Total assets acquired and liabilities assumed		(2,921,501	)

Goodwill	$	23,790,290

(i) Upon the acquisition, all outstanding shares of Helomics stock

not

already held by the Company were converted into the right to receive a proportionate share of

400,000

shares of common stock and

3,500,000

shares of Series D convertible preferred stock of the Company. The fair value of these shares on the date of issuance was

$5,612,250;

(ii) the Company forgave notes and interest due from Helomics relating to previous cash advances equaling

$2,210,381;

(iii) the Company eliminated debt owed by Helomics to noteholders by issuing

863,732

shares of common stock to the noteholders, the value of the shares was

$6,463,309;

(iv) the Company issued

1,425,506

warrants in exchange for warrants to purchase

23,741,772

shares of Helomics common stock to the Helomics noteholders agreeing to extinguish or extend their notes. An additional

59,700

warrants were exchanged for warrants held by other parties; the total consideration of all the exchanged warrants was valued by using the Black Scholes method and equaled

$6,261,590;

and, (v) as the Company’s acquisition of Helomics was a business combination achieved in stages, the initial

25%

purchase of Helomics in

2018

was required to be revalued at current fair value on the acquisition date. Immediately prior to the acquisition date the recorded value of the equity method investment was zero. On the acquisition date the Company determined the fair value of the previous equity method investment was

$6,164,260

and recorded a gain for the same amount in order to recognize the investment at its fair value. The gain was calculated as the difference between the implied fair value of the Company’s previous equity method investment in Helomics and the recorded book value immediately prior to the acquisition date. The implied fair value was calculated based on the purchase consideration exchanged to acquire the remaining

75%

of Helomics and factoring a

10%

discount for lack of control.

The fair values of all common and preferred shares issued as consideration in the transaction was determined using the closing bid price of the Company’s common stock on

April 4, 2019.

The Company did

not

legally assume the debt extinguished on the day of the acquisition, however

three

noteholders did

not

exchange their notes for shares representing

$303,333

in principal. The holders agreed to extend their notes, with the last extension due on

October 11, 2019.

This portion of the debt was assumed by the Company and paid during the

fourth

quarter of

2019.

In order to receive the extension, the Company agreed to issue

58,300

warrants to the noteholders at an exercise price of

$1.00

per share. The warrants were valued using the Black Scholes method. See Note

– Notes Payable for further discussion.

Identifiable Intangible Assets

The Company acquired intangible assets related to trademarks for the acquired Helomics trade name with an estimated fair market value of

$398,000.

The Company expects to employ the Helomics trade name for the foreseeable future. The fair values of the assets were determined by the relief-from-royalty method under the income approach.

The Company acquired intangible assets with a useful life of

three

years and an estimated value of

$445,000

related to customer relationships stemming from stable and predictable cash flow streams associated with customers. Helomics’ customer base includes contract research partnerships with pharmaceutical, diagnostic, biotechnology, and research companies. Helomics’ existing customers are all within its CRO services business line. The customer relationships were valued using the with and without method under the income approach.

The Company acquired intangible assets with a useful life of

years and an estimated value of

$2,882,000

related to developed technology stemming from the D-CHIP diagnostic platform and underlying tumor database. Since the D-CHIP platform and underlying database was identified as the primary asset, this technology was valued using the multi-period excess earnings method under the income approach.

The acquisition costs related to the intangible assets are presented in legal and accounting expenses within general and administrative expenses in the accompanying consolidated statements of net loss.

Goodwill

Goodwill of

$23,790,290

recognized in the Helomics acquisition represents the excess of the consideration transferred over the fair values of assets acquired and liabilities assumed and represents the future economic benefits and synergies arising from the transaction.

None

of the goodwill is deductible for income tax purposes.

Financial Results

The financial results of Helomics since the acquisition date have been included in the Company’s accompanying consolidated statements of net loss.

Pro Forma

The following pro forma information presents the combined results of operations of the Company and Helomics as if the acquisition of Helomics had been completed on

January 1, 2018,

with adjustments to give effect to pro forma events that are directly attributable to the acquisition.

	Year Ended December 31,
	2019			2018
	Unaudited
Revenue	$	1,457,625		$	1,812,433
Net loss attributable to common shareholders	$	(20,947,033	)		(12,419,423	)

The primary adjustments include the deduction of the original depreciation and amortization and the inclusion of the revalued depreciation and amortization for Helomics tangible and intangible assets. The unaudited pro forma results do

not

reflect any operating efficiencies or potential cost savings which

may

result from the consolidation of operations. Accordingly, these unaudited pro forma results are presented for informational purposes only and are

not

necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of those respective time periods, nor are they indicative of future results of operations.

There are certain portions of purchase accounting, specifically Section

382

for

Tax Loss Carryforwards

, which take place after a company has undergone a shift in ownership, that the Company has

not

completed yet and

may

have a significant impact on the financial statements.

Note 3 - Equity Method Investment

12 Months Ended

Dec. 31, 2019

Equity Method Investments and Joint Ventures Disclosure [Text Block]

NOTE

– EQUITY METHOD INVESTMENT

The Company acquired

25%

of the capital stock of Helomics, in transactions in the

first

quarter of

2018.

Prior to the merger on

April 4, 2019,

the Helomics investment was accounted for using the equity method. Helomics losses reduced the equity method investment asset on the balance sheet until it was reduced to

zero

with subsequent losses reducing the note receivable due from Helomics. The Company recognized a loss on equity method investment totaling

$439,637

and

$2,293,580

2019

and

2018,

respectively, related to its investment in Helomics.

Summarized financial information for Helomics for the year ended

December 31, 2019

not

presented as the results are consolidated within the Company’s financial results. The results for Helomics as of

December 31, 2018

are presented below:

	December 31, 2018
Current assets	$	419,266
Non-current assets		2,046,347
Total assets		2,465,613

Current liabilities		12,247,174
Total liabilities		12,247,174

	Period January 1, 2019 to April 4, 2019			Year Ended December 31, 2018
Revenue	$	45,835		$	523,546

Gross margin		7,348			214,426

Net loss on Operations		(1,555,542	)		(9,452,835	)

Net Loss		(1,166,656	) 1		(7,159,255	) 1

The loss to investee was calculated at

80%

for the initial period of ownership,

January 11, 2018 –

February 27, 2018,

and at

75%

for the period of

February 28, 2018 –

April 4, 2019

at the current equity investment percentage owned by the Company.

The Helomics losses reduced the equity method investment asset on the balance sheet. The recorded investor losses have exceeded the equity method investment originally recorded total. As such, the equity method investment recorded to the balance sheet was reduced to zero. Subsequent losses reduced the note receivable due from Helomics. Note receivable on the balance sheet as of

December 31, 2018

was

$413,683.

The actual note due to the Company was

$1,165,013

reflecting a reduction to the loan of

$751,330

due to the equity method accounting losses incurred from Helomics ownership.

Note 4 - Revenue Recognition	12 Months Ended
Note 4 - Revenue Recognition	Dec. 31, 2019
Notes to Financial Statements
Revenue from Contract with Customer [Text Block]	NOTE 4 – REVENUE RECOGNITION Revenue from Product Sales The Company has medical device revenue consisting primarily of sales of the STREAMWAY System, as well as sales of the proprietary cleaning fluid and filters for use with the STREAMWAY System. This revenue stream is reported within both the domestic and international revenue segments. The Company sells its medical device products directly to hospitals and other medical facilities using employed sales representatives and independent contractors. Purchase orders, which are governed by sales agreements in all cases, state the final terms for unit price, quantity, shipping and payment terms. The unit price is considered the observable stand-alone selling price for the arrangements. The Company sales agreement, and Terms and Conditions, is a dually executed contract providing explicit criteria supporting the sale of the STREAMWAY System. The Company considers the combination of a purchase order and acceptance of its Terms and Conditions to be a customer’s contract in all cases. Product sales for medical devices consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue when the following events have occurred: ( 1 ) the Company has transferred physical possession of the products, ( 2 ) the Company has a present right to payment, ( 3 ) the customer has legal title to the products, and ( 4 ) the customer bears significant risks and rewards of ownership of the products. Based on the shipping terms specified in the sales agreements and purchase orders, these criteria are generally met when the products are shipped from the Company’s facilities (“FOB origin,” which is the Company’s standard shipping terms). As a result, the Company determined that the customer is able to direct the use of, and obtain substantially all of the benefits from, the products at the time the products are shipped. The Company may, at its discretion, negotiate different shipping terms with customers which may affect the timing of revenue recognition. The Company’s standard payment terms for its customers are generally 30 to 60 days after the Company transfers control of the product to its customer. The Company allows returns of defective disposable merchandise if the customer requests a return merchandise authorization from the Company. Customers may also purchase a maintenance plan for the medical devices from the Company, which requires the Company to service the STREAMWAY System for a period of one year subsequent to the one -year anniversary date of the original STREAMWAY System invoice. The maintenance plan is considered a separate performance obligation from the product sale, is charged separately from the product sale, and is recognized over time (ratably over the one -year period) as maintenance services are provided. A time-elapsed output method is used to measure progress because the Company transfers control evenly by providing a stand-ready service. The Company has determined that this method provides a faithful depiction of the transfer of services to its customers. All amounts billed to a customer in a sales transaction for medical devices related to shipping and handling, if any, represent revenues earned for the goods provided, and these amounts have been included in revenue. Costs related to such shipping and handling billing are classified as cost of goods sold. This revenue stream is reported under the domestic and international sales segments. Revenue from Clinical Testing The Precision Oncology Insights are clinic diagnostic testing comprised of the Company’s ChemoFx and BioSpeciFx tests. The ChemoFx test determines how a patient’s tumor specimen reacts to a panel of various chemotherapy drugs, while the BioSpeciFx test evaluates the expression of a particular gene related to a patient’s tumor specimen. Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The estimated uncollectible amounts are generally considered implicit price concessions that are a reduction in revenue. Helomics payments terms vary by the agreements reached with insurance carriers and Medicare. The Company’s performance obligations are satisfied at one point in time when test reports are delivered. For service revenues, the Company estimates the transaction price which is the amount of consideration it expects to be entitled to receive in exchange for providing services based on its historical collection experience using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually. The Company monitors its estimates of transaction price to depict conditions that exist at each reporting date. If the Company subsequently determines that it will collect more consideration than it originally estimated for a contract with a patient, it will account for the change as an increase to the estimate of the transaction price, provided that such downward adjustment does not result in a significant reversal of cumulative revenue recognized. The Company recognizes revenue from these patients when contracts as defined in ASC 606, Revenue from Contracts with Customers are established at the amount of consideration to which it expects to be entitled or when the Company receives substantially all of the consideration subsequent to the performance obligations being satisfied. The Company’s standard payment terms for hospital and patient direct bill is 30 days after invoice date. This revenue stream is reported under the Helomics segment. CRO Revenue Contract revenues are generally derived from studies conducted with biopharmaceutical and pharmaceutical companies. The specific methodology for revenue recognition is determined on a case-by-case basis according to the facts and circumstances applicable to a given contract. The Company typically uses an input method that recognizes revenue based on the Company’s efforts to satisfy the performance obligation relative to the total expected inputs to the satisfaction of that performance obligation. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation on the basis of the standalone selling price of each distinct good or service in the contract. Advance payments received in excess of revenues recognized are classified as deferred revenue until such time as the revenue recognition criteria have been met. Payment terms are net 30 from the invoice date, which is sent to the customer as the Company satisfies the performance obligation relative to the total expected inputs to the satisfaction of that performance obligation. This revenue stream is reported under the Helomics segment. Variable Consideration The Company records revenue from distributors and direct end customers in an amount that reflects the transaction price it expects to be entitled to after transferring control of those goods or services. The Company’s current contracts do not contain any features that create variability in the amount or timing of revenue to be earned. Warranty The Company generally provides one -year warranties against defects in materials and workmanship on product sales and will either repair the products or provide replacements at no charge to customers. As they are considered assurance-type warranties, the Company does not account for them as separate performance obligations. Warranty reserve requirements are based on a specific assessment of the products sold with warranties where a customer asserts a claim for warranty or a product defect. Contract Balances The Company records a receivable when it has an unconditional right to receive consideration after the performance obligations are satisfied. As of December 31, 2019 and 2018, accounts receivable totaled $297,055 and $232,602, respectively. The Company’s deferred revenues related primarily to maintenance plans of $40,384 and $23,065 as of December 31, 2019 and 2018, respectively. Practical Expedients The Company has elected the practical expedient not to determine whether contracts with customers contain significant financing components as well as the practical expedient to recognize shipping and handling costs at point of sale.

Note 5 - Stockholders' Equity, Stock Options and Warrants

12 Months Ended

Dec. 31, 2019

Stockholders' Equity Note Disclosure [Text Block]

NOTE

– STOCKHOLDERS’ EQUITY, STOCK OPTIONS AND WARRANTS

Authorized Shares

At the annual meeting on

December 28, 2017,

the stockholders approved a proposal to increase the number of authorized shares of common stock from

24,000,000

50,000,000

shares of common stock,

$0.01

par value. The amendment to the certificate of incorporation to affect this increase was filed on

January 2, 2018.

March 22, 2019,

the stockholders approved a proposal to increase the number of authorized shares of common stock from

50,000,000

100,000,000

shares of common stock,

$0.01

par value.

2018

Firm Commitment Public Offering

January 2018,

the Company completed a firm commitment underwritten public offering of

290,000

units at an offering price of

$9.50

per unit, with each unit consisting of

one

share of the Company’s common stock and

0.3

of a warrant, with each whole warrant purchasing

one

share of common stock at an exercise price of

$1.00

per whole share. The shares of common stock and warrants were immediately separable and were issued separately. Gross proceeds were

$2,755,087,

before deducting expenses. On

February 21, 2018,

the underwriter exercised on

21,525

shares of common stock, par value

$0.01,

$9.50

per share as described in the underwriting agreement. The Company received net proceeds of

$188,066

after underwriting expenses of

$16,354

related to this exercise.

Share Exchange Agreement with Helomics

January 11, 2018,

the Company entered into a share exchange agreement with Helomics. Pursuant to the share exchange agreement, Helomics issued

2,500,000

shares of its series A preferred stock in exchange for

110,000

shares of common stock. The Helomics preferred stock issued to the Company was convertible into an aggregate of

20%

of the outstanding capital stock of Helomics. In

March 2018,

the Company converted

$500,000

in secured notes into another

of Helomics’ outstanding shares, which resulted in the Company owning

25%

of Helomics outstanding stock.

Share Issuance for Consulting

July 10

and

11,

2018,

the Company issued

25,000

shares of common stock, par value

$0.01,

$11.80

per share for consulting fees pursuant to the TumorGenesis license fees contract, and

75,000

shares of common stock, par value

$0.01,

$11.70

per share, in escrow, for TumorGenesis license fees pursuant to the TumorGenesis license fees contract.

2019

Registered Sales of Common Stock and Warrants

February 27, 2019,

the Company entered into a placement agency agreement for a registered direct offering in which the Company sold

138,500

shares of common stock and warrants to purchase up to

69,250

shares of common stock. The common stock and warrants were sold in units, with each unit consisting of

0.1

share of common stock and a warrant to purchase

0.05

of a share of the Company’s common stock at an exercise price of

$10.00

per whole share. The Warrants are exercisable at any time on or after the date of issuance and expire on the

fifth

anniversary of issuance. The units were sold at a price of

$9.00

per unit, resulting in gross proceeds of

$1,246,608

and net offering proceeds, after deducting the placement agent’s fees and other estimated offering expenses of

$1,111,888.

The closing of this offering occurred on

March 1, 2019.

The Company granted the placement agents or its assigns the right to purchase up to an aggregate of

6,925

units at an exercise price of

$11.25

per unit. The unit purchase options shall expire on

February 27, 2024.

March 26, 2019,

the Company entered into a placement agency agreement for a registered direct offering in which the Company sold

147,875

shares of common stock and warrants to purchase up to

73,938

shares of common stock. The common stock and warrants were sold in units, with each unit consisting of

0.1

share of common stock and a warrant to purchase

0.05

of a share of the Company’s common stock at an exercise price of

$10.00

per whole share. The warrants are exercisable at any time on or after the date of issuance and expire on the

fifth

anniversary of issuance. The units were sold at a price of

$8.00

per unit, resulting in gross proceeds of

$1,183,101

and net offering proceeds, after deducting the placement agent’s fees and other estimated offering expenses of

$1,053,460.

The closing of this offering occurred on

March 29, 2019.

The Company granted the placement agents or its assigns the right to purchase up to an aggregate of

73,937

units at an exercise price of

$1.00

per unit. The unit purchase options shall expire on

March 29, 2024.

October 1, 2019,

the Company entered into a placement agency agreement for a public offering in which the Company sold

633,554

shares of the Company’s common stock. The common stock was sold at a price of

$5.00

per share, resulting in gross proceeds to the Company of

$3,167,769

and net offering proceeds, after deducting the placement agents’ fees and other estimated offering expenses of

$2,811,309.

The closing of the offering occurred on

October 4, 2019.

In addition, the Company granted warrants to the placement agents to purchase up to

63,355

shares of common stock. The warrants have an exercise price of

$6.25

and include a cashless exercise.

Series E Convertible Preferred Stock

June 2019,

the Company entered into a private placement securities purchase agreement with investors for shares of Series E convertible preferred stock. The Company issued

258

preferred shares. Each preferred share holder shall have the right to convert each Series E convertible preferred share into

0.056857%

of the issued and outstanding shares of common stock immediately prior to conversion for each share of Series E convertible stock beginning

six

months after the initial close date of

June 13, 2019.

On the date that is

months after the initial closing date, the Company has the option to convert the preferred shares into common stock upon the same terms and limitations as the above optional conversion. The preferred shares include a contingent beneficial conversion amount of

$289,936,

representing the intrinsic value of the shares at the time of issuance. The Company determined the Series E convertible preferred stock should be classified as permanent equity and the beneficial conversion feature amount is being accreted to the earliest redemption date of

six

months after the initial closing of the Series E convertible preferred stock. This offering was closed in

September 2019.

Equity Line

October 24, 2019,

the Company entered into an equity purchase agreement with an investor, providing for an equity financing facility. Upon the terms and subject to the conditions in the purchase agreement, the investor is committed to purchase shares having an aggregate value of up to

$15,000,000

of the Company’s common stock for a period of up to

three

years. The Company issued to the investor

104,651

commitment shares at a fair market value of

$450,000

for entering into the agreement. From time to time during the

three

-year commitment period, provided that the closing conditions are satisfied, the Company

may

provide the investor with put notices to purchase a specified number of shares subject to certain limitations and conditions and at specified prices, which generally represent discounts to the market price of the common stock. During

2019,

the Company issued

122,356

shares of common stock valued at

$319,196

pursuant to the equity line. As of

December 31, 2019,

there was

$14,680,805

remaining available balance under the equity line.

Equity Incentive Plan

The Company has an equity incentive plan, which allows issuance of incentive and non-qualified stock options to employees, directors and consultants of the Company, where permitted under the plan. The exercise price for each stock option is determined by the market price on the date of issuance. Vesting requirements are determined by the Board of Directors when granted and currently range from immediate to

three

years. Options outstanding under this plan have a contractual life of

ten

years.

Valuation and Accounting for Options and Warrants

ASC

718

–

Compensation – Stock Compensation, (“ASC

718”

)

requires that a company that issues equity as compensation needs to record compensation expense on its statements of net loss that corresponds to the estimated cost of those equity grants. ASC

718

requires companies to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model or other acceptable means. The Company uses the Black-Scholes option valuation model which requires the input of significant assumptions including an estimate of the average period of time employees will retain vested stock options before exercising them, the estimated volatility of the Company's common stock price over the expected term, the number of options that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based compensation and, consequently, the related expense recognized. The assumptions the Company uses in calculating the fair value of stock-based payment awards represent the Company's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, the Company's equity-based compensation expense could be materially different in the future.

The Company determines the grant date fair value of options and warrants using a Black-Scholes option valuation model based upon assumptions regarding risk-free interest rate, expected dividend rate, volatility and estimated term. Beginning in

2019,

the Company began calculating the estimated volatility used in the Black-Scholes option valuation model based on the trading history of the Company’s own stock. Given the limited trading history of the Company’s common stock, the Company had previously used the volatility of comparable companies in order to value options and warrants granted in years prior to

2019.

The fair value of each option grant is estimated on the grant date using the Black-Scholes option valuation model with the following assumptions:

	Year Ended December 31,
	2019			2018
	Stock Options
Expected dividend yield		0.0%			0.0 %
Expected stock price volatility	78.6%	-	82.4%		66.0 %
Risk-free interest rate	1.50%	-	2.76%	2.46%	-	3.07%
Expected life of options (in years)		10			10

	Warrants
Expected dividend yield		0.0 %			0.0 %
Expected stock price volatility	78.6%	-	82.4%		59.0 %
Risk-free interest rate	1.39%	-	2.58%	2.33%	-	2.96%
Expected life of options (in years)		5			5

The following summarizes transactions for stock options and warrants for the periods indicated:

	Stock Options					Warrants
	Number of Shares			Average Exercise Price		Number of Shares			Average Exercise Price
Outstanding at December 31, 2017		276,498		$	19.95		195,126		$	237.40

Issued		109,886			10.13		233,615			10.67
Forfeited		(19,456	)		20.00		(1,071	)		1,995.53
Exercised		-			-		(65,006	)		10.00

Outstanding at December 31, 2018		366,928		$	17.03		362,664		$	41.67

Issued		423,295			6.53		1,869,299			9.25
Forfeited		(23,799	)		13.30		(653	)		3,249.28
Exercised		-			-		(59,700	)		0.10

Outstanding at December 31, 2019		766,424		$	11.34		2,171,610		$	15.26

December 31, 2019,

669,050

stock options are fully vested and currently exercisable with a weighted average exercise price of

$11.93

and a weighted average remaining term of

8.38

years. There are

2,171,610

warrants that are fully vested and exercisable. Stock-based compensation recognized in

2019

and

2018

was

$2,250,422

and

$1,124,928,

respectively. The Company has

$201,628

of unrecognized compensation expense related to non-vested stock options that are expected to be recognized over the next

months.

The following summarizes the status of options and warrants outstanding at

December 31, 2019:

Range of Exercise Prices	Shares		Weighted Average Remaining Life
Options:
$2.61 – 6.50		157,848		9.53
$7.324 – 8.491		285,826		9.07
$9.00 – 14.70		310,882		7.50
$21.00 – 51.25		11,045		6.90
$657.50 – 5,962.50		823		4.39
Total		766,424

Warrants:
$0.10 – 8.36		250,145		4.56
$10.00		1,674,088		4.22
$10.71 – 22.50		237,970		3.23
$1,237.50		9,407		0.67
Total		2,171,610

Stock options and warrants expire on various dates from

January 2020

December 2029.

Stock Options and Warrants Granted by the Company

The following table is the listing of outstanding stock options and warrants as of

December 31, 2019

by year of grant:

Stock Options:

Year	Shares		Price
2011		17			$ 2,812.50
2012		171		1,312.50	–	1,500.00
2013		150		1,481.25	–	5,962.50
2014		84		1,625.00	–	4,312.50
2015		401		657.50	–	862.50
2016		9,617		22.50	–	51.25
2017		235,053		10.10	–	21.00
2018		97,636		6.19	–	13.50
2019		423,295		2.61	–	9.00
Total		766,424		$0.45	–	5962.50

Warrants:

Year	Shares		Price
2015		9,407			$ 1,237.50
2016		25,233			10.00
2017		108,295		10.71	–	22.50
2018		219,076		8.36	–	13.125
2019		1,809,599		2.50	–	11.88
Total		2,171,610		$2.50	–	3,095.00

Note 6 - Notes Receivable	12 Months Ended
Note 6 - Notes Receivable	Dec. 31, 2019
Notes to Financial Statements
Financing Receivables [Text Block]	NOTE 6– NOTES RECEIVABLE The Company has a secured promissory note receivable from CytoBioscience for $1,112,524, plus interest paid monthly at the per annum rate of ( 8% ) on the principal amount. Unpaid principal and unpaid accrued interest on the note were due and payable on February 28, 2020. In 2019, CytoBioscience and its parent company, InventaBioTech, paid interest in the first quarter due through April 2019. The Company has not received any payments from CytoBioscience since the first quarter of 2019. The Company has evaluated the feasibility of repayment, including direct conversations with the CEO and former CEO of CytoBioscience, and has concluded that recovery of the note is in doubt and that it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the receivable. The Company does not anticipate any cash recovery through the sale of this equipment and has recorded a reserve for the full value of the note receivable. The Company obtained a judgment against CytoBioscience and has proceeded with court proceedings to claim the collateral equipment and to attempt to recover the original balance plus interest due under the note. On March 2, 2020, the Company signed a term sheet with InventaBio Tech and its subsidiary Soluble Therapeutics, LLC (“Soluble”) to acquire certain assets in exchange for termination and waiver of all remaining amounts due and payable under the CytoBioscience Note. See Note 13 - Subsequent Events for further discussion. During 2018, the Company converted $500,000 of its note receivable from Helomics into 833,333 shares of Helomics common stock for an additional 5% interest in Helomics, giving the Company an equity stake in Helomics totaling 25%. Also, during 2018, the Company advanced an additional $997,500 to Helomics under the same note. The balance due to the Company at December 31, 2018 was $1,165,013 in principal, plus interest of $29,215. During 2019, the Company advanced Helomics $975,000. As of April 3, 2019, the Company had a principal balance of $2,140,013, plus interest of $70,369 due from Helomics. On the Company’s balance sheet there was a reduction to the loan of $1,190,967 due to the cumulative equity method investments losses incurred from Helomics ownership; see Note 1. There were no further advances to Helomics prior to the completion of the merger. Upon completion of the merger with Helomics all intercompany notes were eliminated; see Note 2 – Helomics Acquisition.

Note 7 - Notes Payable

12 Months Ended

Dec. 31, 2019

Convertible Debt and Derivative Liability [Text Block]

NOTE

– NOTES PAYABLE

The balances of notes payable were as follows:

	Due Date	December 31, 2019		December 31, 2018
Bridge loan	March 31, 2020	$	1,989,104	$	2,297,727
Promissory note	March 27, 2020		680,833		-
Equity line borrowing	May 26, 2020		18,563		-
Equity line borrowing	June 10, 2020		147,783		-
Equity line borrowing	June 20, 2020		194,943		-
Dr. Schwartz note	September 30, 2020		2,115,000		370,000
Total Notes Payable, gross			5,146,226		2,667,727
Less: Unamortized discount			350,426		1,032,813
Total Notes Payable, net		$	4,795,800	$	1,634,914

Bridge Loan

During

September 2018,

the Company issued convertible secured promissory notes to

two

private investors in the original principal amount of an aggregate

$2,297,727

(the “bridge loan”) in exchange for cash proceeds of

$2,000,000.

As additional consideration for the loan, the Company issued an aggregate

65,000

shares of its common stock as inducement shares plus warrants to acquire up to an aggregate

107,178

shares of common stock at an exercise price of

$11.55

per share. Pursuant to a security agreement between the Company and the investors, the Company granted to the investors a security interest in its assets to secure repayment of the note. The bridge loan accrues interest at a rate of

per annum. During

February 2019,

the Company entered into a forbearance agreement with the bridge loan investors pursuant to which, among other things, the investors agreed to forbear on their rights to accelerate the bridge loan based on an event of default and a claimed event of default. In connection with such forbearance, an additional

$344,659

in principal and an additional

16,667

common shares were issued to the investors. During

September 2019,

the bridge loan of

one

investor was paid in full. Payment penalties of

$144,378

were paid in relation to payments on the bridge loan during

2019

and an additional

$497,276

in payment penalties were accrued but

not

paid as of

December 31, 2019.

payments on the bridge loan were made during

2018.

The outstanding principal balance of the remaining bridge loan as of

December 31, 2019

was

$1,989,104

with an unamortized discount of

$133,839.

Each investor has the right to convert all or any part of its bridge loan into shares of the Company’s common stock at a conversion factor that is the lesser of a discounted

-day average price or a set price floor. The number of conversion shares that

may

be issued is subject to an exchange cap such that the sum of (a) the total number of conversion shares plus (b) the number of inducement shares is limited to an aggregate

267,833

shares. During

2019,

the investors converted

$378,573

of the principal balance and received

103,415

shares of the Company’s common stock.

conversions took place during

2018.

Dr. Schwartz Notes

November 2018,

Dr. Schwartz made a loan to the Company with a principal balance of

$370,000.

As of

December 31, 2018,

one

promissory note was held with a principal balance of

$370,000

and an unamortized discount of

$63,028.

From

November 30, 2018

through

July 15, 2019,

Dr. Schwartz made numerous loans to the Company in the total amount of

$1,920,000

under

two

promissory notes. As consideration for these amounts, Dr. Schwartz received promissory notes and warrants to purchase

22,129

shares of the Company’s common stock at

$8.36

per share. Further, beginning on

February 1, 2019

and the

first

day of each calendar month thereafter while the note remained outstanding, a number of additional warrants were issued. Beginning in

October 2019,

the Company and Dr Schwartz began to renegotiate the note. Due to the negotiations, the company did

not

issue any additional warrants because they would be cancelled under the new deal.

As of

January 2020,

the Company was in default under

one

of the notes which was due on

December 31, 2019

and determined that it would

not

be able to pay remaining outstanding note when it became due on

February 8, 2020.

January 2020,

an exchange agreement was entered into between Dr. Schwartz and the Company which cancelled the

two

outstanding notes and issued a new promissory note. See Note

- Subsequent Events for further discussion.

As of

December 31, 2019,

the outstanding principal balance was

$2,115,000.

The notes accrued interest at a rate of

per annum through

December 31, 2019

and

12%

per annum after

December 31, 2019.

Helomics Investor Notes

As disclosed in Note

– Helomics Acquisition, the Company assumed notes totaling

$303,333

as part of the Helomics acquisition. The total outstanding principal and interest balances related to these notes was paid in full by the Company in

October 2019.

The payments included

$18,216

in payment penalties.

Promissory Note

During

September 2019,

the Company issued a promissory note with a principal amount of

$847,500

in exchange for cash proceeds of

$700,000.

Pursuant to a security agreement between the Company and the investor, the Company has granted to the investor a security interest in its assets to secure repayment of the note. As additional consideration for the loan, the Company issued an aggregate

8,857

shares of its common stock to the investor plus warrants to acquire up to

68,237

shares of the Company’s common stock at an exercise price of

$6.21

per share. The warrants are exercisable beginning on the

sixth

month anniversary of the effective date through the

fifth

-year anniversary thereof. The note accrues interest at a rate of

per annum. During

2019,

the Company made

one

payment in the amount of

$166,667.

Payment penalties of

$33,333

were paid in relation to payments on this promissory note during

2019

and an additional

$136,167

in payment penalties were accrued but

not

paid as of

December 31, 2019.

As of

December 31, 2019,

the remaining balance on the promissory note was

$680,833

with an unamortized discount of

$216,587.

Short Term Borrowings

During

2019,

the Company entered into short-term borrowings with an investor. The maturity date of the notes is

six

months after the dates of issuance with interest rates of

payable at maturity. Repayment of such notes is subject to a premium. During

2019,

the Company issued short term notes for a total of

$478,159

for cash proceeds of

$440,000

and repaid

$118,527

of principal using a portion of proceeds from the equity financing facility. Payment penalties of

$6,367

were paid in relation to payments on these short-term borrowings during

2019

and an additional

$35,468

in payment penalties were accrued but

not

paid as of

December 31, 2019.

The total amount outstanding under the short-term loans as of

December 31, 2019

was

$361,289.

Extension of Notes Payable

Throughout

2019,

the Company entered into a number of extensions related to its various outstanding notes payable. During

2019,

the Company incurred a

$581,073

loss on debt extinguishment and recognized

$162,750

as debt discount related to extensions of notes payable. The Company issued a total of

30,000

shares of its common stock and warrants to acquire

13,000

shares of the Company’s common stock as additional consideration for these extensions.

Derivative Liability

Management has concluded the

September 2018

bridge loan contains a conversion feature which is an embedded derivative that is required to be bifurcated and separately presented as a liability on the consolidated balance sheets. The embedded derivative’s value was determined using discounted stock price for the

-trading days preceding the balance sheet date, and assuming conversion on that date as management believed it is probable that the notes will be convertible based on management’s expectation that additional financing will be required. The Company recognized an unrealized gain in other income on the statements of net loss for the corresponding change in fair value of

$221,756

and

$372,263

2019

and

2018,

respectively. The fair value of the derivative liability related to the bridge loan as of

December 31, 2019

was

$50,989.

May 21, 2019,

the Company issued a common stock purchase warrant to Dr. Schwartz for value received in connection with the First Note. Beginning on

February 1, 2019

and the

first

day of each calendar month thereafter while the First Note and associated warrants remained outstanding, a number of additional shares were added to the warrant. The Company accounted for the liability to issue more warrants as a derivative liability as the exact number of warrants to be issued was uncertain at the time of the agreement. The Company issued

5,753

warrants to Dr. Schwartz under the agreement in

2019.

The remaining derivative liability of

$22,644

was reduced to

zero

as of

December 31, 2019

due to the exchange agreement in

January 2020,

which eliminated the issuance of any future warrants related to these notes. See Note

– Subsequent Events for further discussion.

The table below discloses changes in value of the Company’s embedded derivative liabilities related to the bridge loan and the derivative included in the note payable agreements with Dr. Schwartz during the years ended

December 31, 2019

and

December 31, 2018.

Derivative liability balance at December 31, 2017	$	-
Derivative instruments recognized		645,008
Gain recognized to revalue derivative instrument at fair value		(372,263	)
Derivative liability balance at December 31, 2018	$	272,745
Derivative instrument recognized		69,722
Gain recognized to revalue derivative instrument at fair value		(221,756	)
Adjustments to derivative liability for warrants issued		(47,078	)
Reduction of derivative liability		(22,644	)
Derivative liability balance at December 31, 2019	$	50,989

Note 8 - Loss Per Share

12 Months Ended

Dec. 31, 2019

Earnings Per Share [Text Block]

NOTE

- LOSS PER SHARE

The following table presents the shares used in the basic and diluted loss per common share computations:

	Year Ended December 31,
	2019			2018
Numerator:
Net loss attributable to common shareholders per common share: basic and diluted calculation	$	(19,680,701	)	$	(10,086,477	)

Denominator:
Weighted average common shares outstanding-basic		2,870,132			1,281,629
Effect of diluted stock options, warrants and preferred stock (1)		-			-
Weighted average common shares outstanding-diluted		2,870,132			1,281,629
Loss per common share-basic and diluted	$	(6.86	)	$	(7.87	)

(

) The following is a summary of the number of underlying shares outstanding at the end of the respective periods that have been excluded from the diluted calculations because the effect on loss per common share would have been anti-dilutive:

	Year Ended December 31,
	2019		2018
Options		766,424		366,928
Warrants		2,171,610		362,664
Convertible debt		82,751		329,409
Preferred stock: Series B		7,925		7,925
Preferred stock: Series D		350,000		-
Preferred stock: Series E		594,383		-

Note 9 - Income Taxes

12 Months Ended

Dec. 31, 2019

Income Tax Disclosure [Text Block]

NOTE

9–

INCOME TAXES

The provision for income taxes consists of an amount for taxes currently payable and a provision for tax consequences deferred to future periods. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The Tax Reform Act was enacted

December 22, 2017.

Effective

January 1, 2018

the Tax Reform Act reduced corporate income tax rates from

34%

21%.

Other changes effect operating loss carryforwards and carrybacks, as well as a repeal of the corporate alternative minimum tax. As a result of the Tax Reform Act, deferred tax assets and liabilities were re-measured to account for the lower tax rates. There was

income tax impact from the re-measurement due to the

100%

valuation allowance on the Company’s deferred tax assets.

There is

federal or state income tax provision in the accompanying statements of net loss due to the cumulative operating losses incurred and

100%

valuation allowance for the deferred tax assets.

Actual income tax benefit differs from statutory federal income tax benefit as follows:

	Year Ended December 31,
	2019			2018
Statutory federal income tax benefit	$	3,977,561		$	2,118,160
State tax benefit, net of federal taxes		368,635			66,117
Foreign tax benefit		104,050			132,931
Foreign operations tax rate differential		(73,869	)		(94,373	)
State rate adjustment		(17,585	)		15,355
R&D tax credit		51,143			22,532
Nondeductible/nontaxable items		(517,465	)		(118,905	)
State NOL adjustment		(1,054,778	)		746,479
OID and derivatives		141,908			(159,037	)
Helomics purchase adjustment		66,394,188			-
Other		115,896			47,868
Valuation allowance increase		(69,489,684	)		(2,777,127	)
Total income tax benefit	$	-			$

Deferred taxes consist of the following:

	December 31, 2019			December 31, 2018
Deferred tax assets:
Noncurrent:
Depreciation	$	-		$	4,488
Inventory		6,891			6,991
Compensation accruals		56,670			60,905
Accruals and reserves					77,777
Deferred revenue		7,480
Charitable contribution carryover		3,740			3,972
Derivatives		10,708			57,276
Related party investments		657,633			481,652
Intangibles		295,941			2,020
NSQO compensation		1,589,430			1,019,139
NOL and credits		78,417,618			9,655,388
Total deferred tax assets		81,046,111			11,369,608

Deferred tax liabilities:
Noncurrent:
Original issue discount		(14,021	)		(216,891	)
Depreciation		(389,689	)
Total deferred tax liabilities		(403,710	)		(216,891	)

Net deferred tax assets		80,642,401			11,152,717
Less: valuation allowance		(80,642,401	)		(11,152,717	)
Total		-		$	-

As a result of the Helomics merger on

April 4, 2019,

the Company’s deferred assets and liabilities at

December 31, 2019

are presented on a consolidated basis. The Company intends to file federal consolidated returns post merger. The Company has determined, based upon its history, that it is probable that future taxable income

may

be insufficient to fully realize the benefits of the net operating loss (“NOL”) carryforwards and other deferred tax assets. As such, the Company has determined that a full valuation allowance is warranted. Future events and changes in circumstances could cause this valuation allowance to change.

The acquired NOL carryforwards from Helomics experienced an ownership change as defined in Section

382

of the Internal Revenue Code as a result of the merger. In addition, the Company experienced an ownership change in

December 2013.

As a result, the ability to utilize the Company’s NOLs is limited. The Company

may

have experienced additional ownership changes since

December 2013,

but a formal study has

not

yet been performed. The general limitation rules allow the Company to utilize its NOLs subject to an annual limitation that is determined by multiplying the federal long-term tax-exempt rate by the Company’s value immediately before the ownership change.

December 31, 2018,

the Company had

$40,444,754

of gross NOLs to reduce future federal taxable income, the majority of which are expected to be available for use in

2019,

subject to the Section

382

limitation described above.

$34,529,255

of the federal NOLs will expire beginning in

2022

if unused and

$5,915,499

will carryforward indefinitely. The Company also had

$13,114,182

of gross NOLs to reduce future state taxable income at

December 31, 2018.

The state NOL’s will expire beginning in

2019

if unused. The Company also had

$421,782

in gross foreign NOLs to reduce future Belgian taxable income at

December 31, 2018.

The Company's net deferred tax assets, which include the NOLs, are subject to a full valuation allowance. At

December 31, 2018,

the federal, state and foreign valuation allowances were

$9,603,237,

$1,416,758

and

$132,722,

respectively.

December 31, 2019,

the Company had

$291,476,788

of gross NOLs to reduce future federal taxable income, the majority of which are expected to be available for use in

2020,

subject to the Section

382

limitation described above. The federal NOL’s of

$264,379,011

expire beginning in

2021

if unused and

$27,097,777

will carryforward indefinitely. The Company also had

$213,762,905

of gross NOLs to reduce future state taxable income at

December 31, 2019.

The state NOL’s will expire beginning in

2020

if unused. The Company also had

$773,455

in gross foreign NOLs to reduce future Belgian taxable income at

December 31, 2019.

The Company's net deferred tax assets, which include the NOLs, are subject to a full valuation allowance. At

December 31, 2019,

the federal, state, and foreign valuation allowances were

$58,991,353,

$21,414,302,

and

$236,746,

respectively.

Tax years subsequent to

2015

remain open to examination by federal and state tax authorities. The Company reviews income tax positions expected to be taken in income tax returns to determine if there are any income tax uncertainties. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than

not

that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified

income tax uncertainties.

The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense. At

December 31, 2019

and

2018,

the Company recorded

accrued interest or penalties related to uncertain tax positions.

Note 10 - Leases

12 Months Ended

Dec. 31, 2019

Lessee, Operating Leases [Text Block]

NOTE

- LEASES

The Company’s corporate offices are located in Eagan, Minnesota. The lease as amended has a

three

-year term ending

January 31, 2021.

The Company leases

5,773

square feet at this location, of which

2,945

square feet is used for office space and

2,828

square feet is used for manufacturing.

Skyline Medical Europe’s offices are located in Belgium. The Company leases around

2,000

square feet at this location,

750

square feet of which is used for storage and

1,250

square feet is used for office space. The lease is effective through

June 14, 2027.

Helomics’ offices are located in Pittsburgh, Pennsylvania. The lease, as amended, has a

three

-year term ending

February 28, 2021.

The Company leases

17,417

square feet at this location, of which approximately

1,000

square feet is used for office space and

16,417

square feet is used for laboratory operations. The Company expects that this space will be adequate for its current office and laboratory needs.

Lease expense under operating lease arrangements was

$431,170

and

$69,013

for

2019

and

2018,

respectively.

The following table summarizes other information related to the Company’s operating leases:

	December 31, 2019
Weighted average remaining lease term – operating leases in years		3.28
Weighted average discount rate – operating leases		8	%

The Company’s lease obligation as of

December 31, 2019

is as follows:

2020	$	476,468
2021		111,353
2022		43,154
2023		44,017
2024		44,897
2025 and thereafter		112,271
Total lease payments		832,160
Less interest		102,415
Present value of lease liabilities	$	729,745

Note 11 - Related Party Transactions	12 Months Ended
Note 11 - Related Party Transactions	Dec. 31, 2019
Notes to Financial Statements
Related Party Transactions Disclosure [Text Block]	NOTE 11 - RELATED PARTY TRANSACTIONS The Audit Committee has the responsibility to review and approve all transactions to which a related party and the Company may be a party prior to their implementation, to assess whether such transactions meet applicable legal requirements. One of the Company’s directors, Richard L. Gabriel, is the Chief Operating Officer and serves as a director of GLG Pharma (“GLG”). Tim Krochuk, a Company director until December 31, 2019, is on the supervisory board for GLG. The Company and GLG have a partnership agreement for the purpose of bringing together their proprietary technologies to build out personalized medicine platform for the diagnosis and treatment of women’s cancer. There has been no revenue or expenses generated by this partnership to date. Richard L. Gabriel is also contracted as the Chief Operating Officer for TumorGenesis. During 2018 and through April 1, 2019, Mr. Gabriel received $12,000 per month pursuant to a renewable six -month contract. On May 1, 2019, Mr. Gabriel executed a one -year contract with renewable three -month periods to continue as the Chief Operating Officer for TumorGenesis, receiving $13,500 in monthly cash payments. Dr. Carl Schwartz, the Company’s CEO, had made investments in the Company in exchange for promissory notes and common stock. See Note 7 – Notes Payable for detailed description of these arrangements.

Note 12 - Retirement Savings Plans	12 Months Ended
Note 12 - Retirement Savings Plans	Dec. 31, 2019
Notes to Financial Statements
Pension and Other Postretirement Benefits Disclosure [Text Block]	NOTE 12 – RETIREMENT SAVINGS PLANS The Company has a pre-tax salary reduction/profit-sharing plan under the provisions of Section 401 (k) of the Internal Revenue Code, which covers employees meeting certain eligibility requirements. During 2019 and 2018, the Company matched 100% , of the employee’s contribution up to 4.0% of their earnings. The employer contribution was $110,714 and $51,647 in 2019 and 2018, respectively. There were no discretionary contributions to the plan in 2019 and 2018.

Note 13 - Subsequent Events	12 Months Ended
Note 13 - Subsequent Events	Dec. 31, 2019
Notes to Financial Statements
Subsequent Events [Text Block]	NOTE 13 – SUBSEQUENT EVENTS Equity Line Agreement During the first quarter of 2020, the Company issued 943,000 shares of its common stock valued at $1,869,899 pursuant to the equity line. Short Term Borrowings During the first quarter of 2020, the Company issued additional short-term notes for a total of $1,098,684 for cash proceeds of $1,020,000 and repaid $657,105 of principal using a portion of proceeds from the equity financing facility. Promissory Note On February 5, 2020, the Company issued a promissory note with a principal amount of $1,450,000 in exchange for cash proceeds of $1,200,000. Distributions of proceeds under the note will be made in three tranches. The principal amount of the first tranche was $490,000 resulting in cash proceeds to the Company of $400,000. The principal amount of the second tranche received on March 5, 2020, was $480,000 resulting in cash proceeds to the Company of $400,000. The third tranche, with a principal amount of $480,000, will be distributed 60 days after February 5, 2020. The note is due in full on July 5, 2020. Pursuant to a security agreement between the Company and the investor, the Company has granted to the investor a security interest in its assets to secure repayment of the note. The note accrues interest at a rate of 8% per annum. As additional consideration, the Company issued to the investor warrants to purchase 94,631 shares of the Company’s common stock at the closing of the first tranche and will issue additional warrants to purchase 92,700 shares at the distribution of each of the second and third tranches. The warrants are exercisable beginning on the sixth month anniversary of the issuance date at an exercise price equal $2.992 per share. The Company also issued 46,875 shares of its common stock to the investor at the closing of the first tranche. Letter of Intent On January 24, 2020, the Company announced that it has signed a letter of intent to acquire Quantitative Medicine (“QM”). QM is a biomedical analytics and computational biology company that has developed a novel, computational drug discovery platform called CoRE. CoRE is designed to dramatically reduce the time, cost, and financial risk of discovering new therapeutic drugs by predicting the main effects of drugs on target molecules that mediate disease. Completion of the transaction, which is expected to be completed in the second quarter of 2020, is subject to the negotiation of a definitive agreement and other terms and conditions. Term Sheet with InventaBio Tech On March 2, 2020, the Company signed a term sheet with InventaBio Tech and its subsidiary Soluble to purchase certain assets including but not limited to certain intellectual property relating to CRO services and technology, certain equipment useful in such services and technology and all other assets held by Soluble relating to CRO as well as all intellectual property and other assets held by BioDtech, Inc., a related party to InventaBio, in exchange for termination and waiver of all remaining amounts due and payable under the note receivable from CytoBioscience and 125,000 shares of the Company’s common stock. Completion of the transaction is subject to certain closing conditions including the execution and delivery of the agreements for each, the Soluble and the BioDtech, Inc assets and other conditions customary for transactions of this type. CEO Promissory Note Exchange Agreement During January 2020, the Company entered into an exchange agreement with its CEO, Dr. Schwartz. Under the exchange agreement, the two outstanding notes were cancelled and in exchange a new promissory note in the amount of $2,115,000 bearing 12% interest per annum and maturing on September 30, 2020 was issued. In addition to the promissory note, Dr. Schwartz received 50,000 shares of the Company’s common stock. All warrants issued under the prior promissory notes were cancelled under the exchange agreement; no rights and obligations remain under the cancelled notes. Beginning in October 2019, the Company and Dr Schwartz began to renegotiate the note. Due to the negotiations, the company did not issue any additional warrants because they would be cancelled under the new deal. The Company determined that the exchange agreement had in substance occurred at December 31, 2019 and is therefore included within the financial statements as of and for the year ended December 31, 2019 and a related loss on debt extinguishment of $310,000 was recognized in 2019. Shares Issued to Vendor On March 4, 2020, the Company issued 150,000 shares of common stock in payment for public relations services. March 2020 Private Placement On March 15, 2020, the Company entered into a securities purchase agreement with certain accredited investors for the sale in a private placement of 260,000 shares of the Company’s common stock at $2.12 per share. For each offering share an investor purchases, the investor received: ( 1 ) a warrant to purchase one share of common stock, exercisable immediately and terminating five and one -half years after the date of issuance and ( 2 ) a warrant to purchase one share of common stock, exercisable immediately and terminating two years after the date of issuance. All such warrants issued are exercisable at a price of $1.88 per share. In addition, and in lieu of common shares, certain investors purchased prefunded warrants to purchase 1,390,166 shares of common stock at a purchase price of $2.12 per prefunded warrant, which represents the per share offering price, minus the $0.0001 per share exercise price of each such prefunded warrant. The sale of the offering shares and prefunded warrants resulted in gross proceeds of $3,498,612 and net proceeds of $3,127,112 after deducting the placement agent fees and estimated offering expenses payable by the Company. The Company agreed to use the net proceeds from the offering for general corporate purposes. The offering closed on March 18, 2020, subject to the satisfaction of customary closing conditions. Extension of Notes Payable On March 19, 2020, the Company entered into an agreement to extend the due date of its outstanding notes payable from March 27, 2020 and March 31, 2020 to June 27, 2020. The Company increased the principal amount due on the notes payable by $300,000 and issued 30,000 shares of its common stock as consideration for these extensions. The Company has not determined if the extension will be accounted for as a modification or an extinguishment under ASC 470 - 50 Debt, Modifications and extinguishments. 2019 Coronavirus Outbreak In December 2019, a novel strain of coronavirus (“COVID- 19” ) was reported to have surfaced in Wuhan, China and has since spread to other parts of the world. The impact of the outbreak of COVID- 19 on the business is unknown. State and local authorities in the United States, like their counterparts in many other countries, have since forced many businesses to temporarily shut down in an attempt to slow the spread of the virus, and Americans are being told by public officials to practice “social distancing”. Global stock markets have reacted very negatively, and many economists are projecting a sharp economic slowdown, at least in the near term, even if governments take emergency relief measures. Regardless of the extent of any economic slowdown, the outbreak could impact the Company’s ability to develop business, conduct operations, and obtain components used in its business in any region that is significantly impacted by the outbreak. The situation is constantly evolving, however, so the extent to which the COVID- 19 outbreak will impact business and the economy is highly uncertain and cannot be predicted. Accordingly, the Company cannot predict the extent to which its financial condition and results of operations will be affected.

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Nature of Operations and Continuance of Operations

Predictive Oncology Inc., (the “Company” or “Predictive”) was originally incorporated on

April 23, 2002

in Minnesota as BioDrain Medical, Inc. Effective

August 6, 2013,

the Company changed its name to Skyline Medical Inc. Pursuant to an Agreement and Plan of Merger effective

December 16, 2013,

the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware corporation as the surviving corporation of the merger. On

August 31, 2015,

the Company completed a successful offering and concurrent uplisting to the NASDAQ Capital Market. On

February 1, 2018,

February 1, 2018.

Because of this change, the Company’s common stock traded under the ticker symbol “AIPT,” effective

February 2, 2018.

June 10, 2019,

June 13, 2019.

Skyline Medical Inc. remains as an incorporated division of Predictive Oncology Inc. On

October 28, 2019,

the Company completed a

one

-for-

ten

reverse stock split that was effective for trading purposes on

October 29, 2019.

All numbers of shares and per-share amounts have been adjusted to reflect the reverse stock split.

The Company is a healthcare company that provides personalized medicine solution and medical devices in

two

main areas: (

) precision medicine, which aims to apply artificial intelligence (“AI “) to personalized medicine and drug discovery; and (

first

quarter of

2018,

is presented as part of the consolidated financial statements (“financial statements”) and is included in corporate in the Company’s segment reporting.

During the

first

quarter of

2018,

the Company acquired

25%

of the capital stock of Helomics Holding Corporation (“Helomics”). On

April 4, 2019,

the Company completed a forward triangular merger with Helomics Acquisition Inc., a wholly-owned subsidiary of the Company and Helomics, acquiring the remaining

75%

of the capital stock of Helomics (“Helomics Acquisition”).

The Company has incurred recurring losses from operations and has an accumulated deficit of

$82,498,711.

The Company does

not

expect to generate sufficient operating revenue to sustain its operations in the near-term. During fiscal year

2019,

the Company incurred negative cash flows from operations. Although the Company has attempted to curtail expenses, there is

guarantee that the Company will be able to reduce these expenses significantly, and expenses

may

$150,831

as of

December 31, 2019

and needs to raise significant additional capital to meet its operating needs and pay debt obligations coming due. Outstanding debt, including accrued interest and penalties, totaled

$6,213,507

as of

December 31, 2019,

all of which is due within

six

months. Debt is secured by all assets of the Company and its subsidiaries. The Company intends to raise these funds through equity or debt financing that

may

include public offerings, private placements, alternative offerings, or other means. In

October 2019,

the Company entered into a purchase agreement for an equity line under which it can raise up to

$15,000,000

over a

three

-year period, subject to market conditions including trading volume and stock price. Given the limitations in place there is

guarantee that the Company will be able to raise the full amount available under the equity line over the course of the

three

-year period. During

2019,

the Company issued

122,356

shares of its common stock valued at

$319,196

pursuant to the equity line. In

2020,

the Company completed various debt and equity financings and raised net proceeds of

$6,159,906,

that is net of repayments. See Note

– Subsequent Events for more information. Despite these sources of funding, it is

not

probable the Company will be able to obtain additional financing in order to fund operations. Therefore there is substantial doubt about the Company’s ability to continue as a going concern for

one

year after the date that the financial statements are issued. The accompanying financial statements have been prepared assuming the Company will continue as a going concern and do

not

include any adjustments that might result from the outcome of this uncertainty.

The Company has

commitments or contingencies.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Standards

February 2016,

the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

No.

2016

02,

“

Leases (Topic

842

)

” (“ASU

2016

02”

December 15, 2018.

The Company adopted ASU

2016

January 1, 2019,

using the transition relief to the modified retrospective approach, presenting prior year information based on the previous standard. Upon adoption, the Company recognized

$353,007

of lease right-of-use (ROU) assets and liabilities for operating leases on its consolidated balance sheet, of which,

$79,252

were classified as current liabilities. The adoption of ASU

2016

did

not

have a material impact on the Company’s consolidated results of operations or cash flows.

not

explicit in a lease, the Company utilizes its incremental borrowing rate for a period that closely matches the lease term. See Note

– Leases.

Use of Estimates, Policy [Policy Text Block]

Accounting Policies and Estimates

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand. The company has

cash equivalents during the years ended

December 31, 2018

and

December 31, 2019.

Receivable [Policy Text Block]

Receivables

2019,

the Company recorded a valuation allowance of

$1,037,524

related to the notes receivable balance. See Note

– Notes Receivable.

Inventory, Policy [Policy Text Block]

Inventories

Inventories are stated at the lower of cost or net realizable value, with cost determined on a

first

-in,

first

-out basis. Inventory balances consist of the following:

	December 31, 2019		December 31, 2018

Finished goods	$	91,410	$	58,701
Raw materials		69,821		127,003
Work-In-Process		28,925		55,362
Total	$	190,156	$	241,066

Property, Plant and Equipment, Policy [Policy Text Block]

Fixed Assets

(

)

Leasehold improvements are depreciated over the shorter of the useful life or the remaining lease term.

The Company’s fixed assets consist of the following:

	December 31, 2019		December 31, 2018
Computers and office equipment	$	508,143	$	204,903
Leasehold improvements		188,014		140,114
Manufacturing tooling		1,510,165		108,955
Demo equipment		73,051		85,246
Total		2,279,373		539,218
Less: Accumulated depreciation		771,574		358,765
Total fixed assets, net	$	1,507,799	$	180,453

Depreciation expense was

$414,331

and

$84,995

2019

and

2018,

respectively.

Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]

Intangible Assets

not

amortized. Amortization expense was

$290,552

and

$62,633

2019

and

2018,

360

—

Property, Plant and Equipment

, whenever events or changes in circumstances indicate the carrying amount

may

not

be recoverable. Events or changes in circumstances that indicate the carrying amount

may

not

be recoverable include, but are

not

350—

Intangibles—Goodwill and Other

. Under this topic, intangible assets determined to have an indefinite useful life are

not

amortized but are tested for impairment annually or more often if an event or circumstances indicate that an impairment loss has been incurred.

As of

December 31, 2019,

there were

$3,649,412

in net intangibles, representing a large fluctuation due to the Helomics acquisition as compared to

$964,495

in net intangibles as of

December 31, 2018.

The components of intangible assets were as follows:

	December 31, 2019							December 31, 2018
	Gross Carrying Costs		Accumulated Amortization			Net Carrying Amount		Gross Carrying Costs		Accumulated Amortization			Net Carrying Amount
Patents & Trademarks	$	339,023	$	(195,286	)	$	143,737	$	318,304	$	(182,559	)	$	135,745
Licensing Fees		-		-			-		877,500		(48,750	)		828,750
Developed Technology		2,882,000		(108,075	)		2,773,925		-		-			-
Customer Relationships		445,000		(111,250	)		333,750		-		-			-
Tradename		398,000		-			398,000		-		-			-
Total	$	4,064,023	$	(414,611	)	$	3,649,412	$	1,195,804	$	(231,309	)	$	964,495

The following table outlines the estimated future amortization expense related to intangible assets held as of

December 31, 2019:

Year ending December 31,	Expense
2020	$	305,785
2021		305,785
2022		194,535
2023		157,452
2024		157,452
Thereafter		2,130,403
Total	$	3,251,412

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long-Lived Assets

may

not

be recoverable.

During

2019,

the Company recognized

$58,500

may

not

be recoverable. The Company incurred impairment charges of

$770,250

related to the full remaining value of the TumorGenesis licensing fees asset, which was included in corporate in the Company’s segment reporting.

impairment charges were incurred during

2018.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

In accordance with ASC

350

–

Intangibles – Goodwill and Other

not

amortized. Goodwill is tested for impairment annually at the reporting unit level, or whenever events or circumstances present an indication of impairment.

In the Helomics acquisition, the Company recorded goodwill of

$23,790,290.

not

that the carrying value of a reporting unit exceeded its estimated fair value. The Company believed a qualitative testing approach was

not

appropriate and, therefore, proceeded to the quantitative testing. When performing quantitative testing, the Company

first

may

differ from assumed and estimated amounts.

In testing goodwill for impairment as of

December 31, 2019,

December 31, 2019.

Pursuant to ASU

2017

–

Simplifying the Test for Goodwill Impairment

December 31, 2019

resulted in

$8,100,000

of impairment expense related to goodwill. There was

impairment expense recorded in the

twelve

months ended

December 31, 2018.

Goodwill balance at December 31, 2018	$	-
Acquired		23,790,290
Impairment		(8,100,000	)
Goodwill balance at December 31, 2019	$	15,690,290

3.0%

determined based on the growth prospects of the reporting unit; and (c) a discount rate of

18.3%

based on management’s best estimate of the after-tax weighted average cost of capital. The discount rate included a company specific risk premium of

for risks related to the term of the forecasts.

The majority of the inputs used in the discounted cash flow model are unobservable and thus are considered to be Level

inputs.

The Company will continue to monitor its reporting units to determine whether events and circumstances warrant further interim impairment testing. Goodwill is

not

expected to be deductible for tax purposes.

Fair Value Measurement, Policy [Policy Text Block]

Fair Value Measurements

As outlined in ASC –

820,

Fair Value Measurement

820

establishes a

three

-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability as follows:

Level

– Observable inputs such as quoted prices in active markets;

Level

– Inputs other than quoted prices in active markets, that are observable either directly or indirectly; and

Level

– Unobservable inputs where there is little or

market data, which requires the reporting entity to develop its own assumptions.

The fair value of the Company’s investment securities, which consist of cash and cash equivalents, was determined based on Level

inputs. The fair value of the Company’s derivative liabilities related to the bridge loan and the note payable agreement with the Company’s CEO was determined based on Level

inputs.

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition

– Revenue Recognition.

Income Tax, Policy [Policy Text Block]

Income Taxes

The Company accounts for income taxes in accordance with ASC

740

Income Taxes

(“ASC

740”

). Under ASC

740,

There is

income tax provision in the accompanying consolidated statements of net loss due to the cumulative operating losses that indicate a

100%

valuation allowance for the deferred tax assets and state income taxes is appropriate.

not

that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified

income tax uncertainties.

Under Internal Revenue Code Section

382,

certain stock transactions which significantly change ownership could limit the amount of net operating carryforwards that

may

be utilized on an annual basis to offset taxable income in future periods. The Company has

not

analyzed net operating loss carryforwards under Section

382

to date. As a result of the Helomics acquisition, there

may

be significant limitation to the net operating loss. The Company intends to complete a Section

382

analysis in

2020.

Tax years subsequent to

2015

remain open to examination by federal and state tax authorities.

Advertising Cost [Policy Text Block]

Advertising

Advertising costs are expensed as incurred. Advertising expenses were

$21,166

2019

and

$43,548

2018.

Research and Development Expense, Policy [Policy Text Block]

Research and Development

Research and development costs are charged to operations as incurred. Research and development costs were

$422,964

and

$526,257

during

2019

and

2018,

respectively.

Offering Costs [Policy Text Block]

Offering Costs

2019,

the Company capitalized offering costs of

$324,459

that were deemed to be significant.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Credit Risk

one

financial institution. The Company has

credit risk concentration for cash amounts held in a single institution that are in excess of amounts issued by the Federal Deposit Insurance Corporation.

Standard Product Warranty, Policy [Policy Text Block]

Product Warranty Costs

2019

and in

2018,

the Company incurred

$15,717

and

$10,682,

respectively in product warranty costs.

Other Expense Policy [Policy Text Block]

Other Expense

Other expense consisted primarily of interest expense, payment penalties, amortization of original issue discounts, and loss on debt extinguishment associated to the Company’s notes payable.

Segment Reporting, Policy [Policy Text Block]

Segments

The Company has determined its operating segments in accordance with ASC

280

–

Segment Reporting

During the

fourth

quarter of

2019,

one

operating segment, Helomics. The Company concluded the change in operating segments did

not

require restatement of prior period amounts as in

2018,

substantially all of the Company’s revenues and expenses were located or derived from operations within the Domestic operating segment. The Company has

three

operating segments: domestic, international, and Helomics. See Note

– Revenue Recognition for a description of the products and services recognized in each segment. The segment revenues and segment net losses for the year ended

December 31, 2019

– Helomics Acquisition for further discussion. Expenditures for long-lived assets exclusive of the Helomics acquisition were

not

significant.

				Year Ended December 31, 2019
	Domestic			International			Helomics			Corporate			Total
Revenue	$	1,275,048		$	88,070		$	48,447			-		$	1,411,565
Depreciation and Amortization		(43,728	)		(4,692	)		(556,538	)		(99,925	)		(704,883	)
Impairment expense		-			-			(8,100,000	)		(770,250	)		(8,870,250	)
Loss on equity method investment		-			-			-			(439,637	)		(439,637	)
Segment Loss	$	(2,783,531	)	$	(351,759	)	$	(12,354,108	)	$	(3,901,368	)	$	(19,390,766	)

			December 31, 2019
	Domestic		International		Helomics		Corporate		Total
Assets	$	670,841	$	298,952	$	21,275,306	$	130,411	$	22,375,510

2018,

substantially all the Company revenues and expenses were located or derived from operations in the United States and recorded under the domestic segment.

			December 31, 2018
	Domestic		International		Helomics		Corporate		Total
Assets	$	932,367	$	41,377		-	$	2,735,255	$	3,708,999

Risks and Uncertainties Policy [Policy Text Block]

Risks and Uncertainties

The Company is subject to risks common to companies in the medical device and biopharmaceutical industries, including, but

not

Note 1 - Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Inventory, Current [Table Text Block]

	December 31, 2019		December 31, 2018

Finished goods	$	91,410	$	58,701
Raw materials		69,821		127,003
Work-In-Process		28,925		55,362
Total	$	190,156	$	241,066

Property Plant and Equipment Useful Life [Table Text Block]

Property, Plant and Equipment [Table Text Block]

	December 31, 2019		December 31, 2018
Computers and office equipment	$	508,143	$	204,903
Leasehold improvements		188,014		140,114
Manufacturing tooling		1,510,165		108,955
Demo equipment		73,051		85,246
Total		2,279,373		539,218
Less: Accumulated depreciation		771,574		358,765
Total fixed assets, net	$	1,507,799	$	180,453

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	December 31, 2019							December 31, 2018
	Gross Carrying Costs		Accumulated Amortization			Net Carrying Amount		Gross Carrying Costs		Accumulated Amortization			Net Carrying Amount
Patents & Trademarks	$	339,023	$	(195,286	)	$	143,737	$	318,304	$	(182,559	)	$	135,745
Licensing Fees		-		-			-		877,500		(48,750	)		828,750
Developed Technology		2,882,000		(108,075	)		2,773,925		-		-			-
Customer Relationships		445,000		(111,250	)		333,750		-		-			-
Tradename		398,000		-			398,000		-		-			-
Total	$	4,064,023	$	(414,611	)	$	3,649,412	$	1,195,804	$	(231,309	)	$	964,495

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Year ending December 31,	Expense
2020	$	305,785
2021		305,785
2022		194,535
2023		157,452
2024		157,452
Thereafter		2,130,403
Total	$	3,251,412

Schedule of Goodwill [Table Text Block]

Goodwill balance at December 31, 2018	$	-
Acquired		23,790,290
Impairment		(8,100,000	)
Goodwill balance at December 31, 2019	$	15,690,290

Schedule of Segment Reporting Information, by Segment [Table Text Block]

				Year Ended December 31, 2019
	Domestic			International			Helomics			Corporate			Total
Revenue	$	1,275,048		$	88,070		$	48,447			-		$	1,411,565
Depreciation and Amortization		(43,728	)		(4,692	)		(556,538	)		(99,925	)		(704,883	)
Impairment expense		-			-			(8,100,000	)		(770,250	)		(8,870,250	)
Loss on equity method investment		-			-			-			(439,637	)		(439,637	)
Segment Loss	$	(2,783,531	)	$	(351,759	)	$	(12,354,108	)	$	(3,901,368	)	$	(19,390,766	)

			December 31, 2019
	Domestic		International		Helomics		Corporate		Total
Assets	$	670,841	$	298,952	$	21,275,306	$	130,411	$	22,375,510

			December 31, 2018
	Domestic		International		Helomics		Corporate		Total
Assets	$	932,367	$	41,377		-	$	2,735,255	$	3,708,999

Note 2 - Helomics Acquisition (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Value of shares to Helomics shareholders (i)	$	5,612,250
Value of Helomics notes receivable forgiven (ii)		2,210,381
Value of shares to extinguish debt (iii)		6,463,309
Value of warrants issued (iv)		6,261,590
Gain on revaluation of equity method investment (v)		6,164,260
Fair value of the consideration	$	26,711,790

Less assets acquired:
Cash and cash equivalents		248,102
Accounts receivable		207,769
Inventory		17,727
Prepaid expenses		15,321
Fixed assets, net		1,749,080
Intangible assets		3,725,000
Lease right of use assets		780,594

Plus liabilities assumed:
Accounts payable		2,374,596
Note Payable		303,333
Accrued expenses		363,569
Lease Liability – Net of Long-term Portion		422,126
Lease liability		358,468
Total assets acquired and liabilities assumed		(2,921,501	)

Goodwill	$	23,790,290

Business Acquisition, Pro Forma Information [Table Text Block]

	Year Ended December 31,
	2019			2018
	Unaudited
Revenue	$	1,457,625		$	1,812,433
Net loss attributable to common shareholders	$	(20,947,033	)		(12,419,423	)

Note 3 - Equity Method Investment (Tables)

12 Months Ended

Dec. 31, 2019

Equity Method Investments [Table Text Block]

	December 31, 2018
Current assets	$	419,266
Non-current assets		2,046,347
Total assets		2,465,613

Current liabilities		12,247,174
Total liabilities		12,247,174

	Period January 1, 2019 to April 4, 2019			Year Ended December 31, 2018
Revenue	$	45,835		$	523,546

Gross margin		7,348			214,426

Net loss on Operations		(1,555,542	)		(9,452,835	)

Net Loss		(1,166,656	) 1		(7,159,255	) 1

Note 5 - Stockholders' Equity, Stock Options and Warrants (Tables)

12 Months Ended

Dec. 31, 2019

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

	Year Ended December 31,
	2019			2018
	Stock Options
Expected dividend yield		0.0%			0.0 %
Expected stock price volatility	78.6%	-	82.4%		66.0 %
Risk-free interest rate	1.50%	-	2.76%	2.46%	-	3.07%
Expected life of options (in years)		10			10

	Warrants
Expected dividend yield		0.0 %			0.0 %
Expected stock price volatility	78.6%	-	82.4%		59.0 %
Risk-free interest rate	1.39%	-	2.58%	2.33%	-	2.96%
Expected life of options (in years)		5			5

Share-based Payment Arrangement, Activity [Table Text Block]

	Stock Options					Warrants
	Number of Shares			Average Exercise Price		Number of Shares			Average Exercise Price
Outstanding at December 31, 2017		276,498		$	19.95		195,126		$	237.40

Issued		109,886			10.13		233,615			10.67
Forfeited		(19,456	)		20.00		(1,071	)		1,995.53
Exercised		-			-		(65,006	)		10.00

Outstanding at December 31, 2018		366,928		$	17.03		362,664		$	41.67

Issued		423,295			6.53		1,869,299			9.25
Forfeited		(23,799	)		13.30		(653	)		3,249.28
Exercised		-			-		(59,700	)		0.10

Outstanding at December 31, 2019		766,424		$	11.34		2,171,610		$	15.26

Schedule of Share-based Compensation Shares Authorized Under Stock Option and Warrant Plans by Exercise Price Range [Table Text Block]

Range of Exercise Prices	Shares		Weighted Average Remaining Life
Options:
$2.61 – 6.50		157,848		9.53
$7.324 – 8.491		285,826		9.07
$9.00 – 14.70		310,882		7.50
$21.00 – 51.25		11,045		6.90
$657.50 – 5,962.50		823		4.39
Total		766,424

Warrants:
$0.10 – 8.36		250,145		4.56
$10.00		1,674,088		4.22
$10.71 – 22.50		237,970		3.23
$1,237.50		9,407		0.67
Total		2,171,610

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

Year	Shares		Price
2011		17			$ 2,812.50
2012		171		1,312.50	–	1,500.00
2013		150		1,481.25	–	5,962.50
2014		84		1,625.00	–	4,312.50
2015		401		657.50	–	862.50
2016		9,617		22.50	–	51.25
2017		235,053		10.10	–	21.00
2018		97,636		6.19	–	13.50
2019		423,295		2.61	–	9.00
Total		766,424		$0.45	–	5962.50

Year	Shares		Price
2015		9,407			$ 1,237.50
2016		25,233			10.00
2017		108,295		10.71	–	22.50
2018		219,076		8.36	–	13.125
2019		1,809,599		2.50	–	11.88
Total		2,171,610		$2.50	–	3,095.00

Note 7 - Notes Payable (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Short-term Debt [Table Text Block]

	Due Date	December 31, 2019		December 31, 2018
Bridge loan	March 31, 2020	$	1,989,104	$	2,297,727
Promissory note	March 27, 2020		680,833		-
Equity line borrowing	May 26, 2020		18,563		-
Equity line borrowing	June 10, 2020		147,783		-
Equity line borrowing	June 20, 2020		194,943		-
Dr. Schwartz note	September 30, 2020		2,115,000		370,000
Total Notes Payable, gross			5,146,226		2,667,727
Less: Unamortized discount			350,426		1,032,813
Total Notes Payable, net		$	4,795,800	$	1,634,914

Schedule of Derivative Liabilities at Fair Value [Table Text Block]

Derivative liability balance at December 31, 2017	$	-
Derivative instruments recognized		645,008
Gain recognized to revalue derivative instrument at fair value		(372,263	)
Derivative liability balance at December 31, 2018	$	272,745
Derivative instrument recognized		69,722
Gain recognized to revalue derivative instrument at fair value		(221,756	)
Adjustments to derivative liability for warrants issued		(47,078	)
Reduction of derivative liability		(22,644	)
Derivative liability balance at December 31, 2019	$	50,989

Note 8 - Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Year Ended December 31,
	2019			2018
Numerator:
Net loss attributable to common shareholders per common share: basic and diluted calculation	$	(19,680,701	)	$	(10,086,477	)

Denominator:
Weighted average common shares outstanding-basic		2,870,132			1,281,629
Effect of diluted stock options, warrants and preferred stock (1)		-			-
Weighted average common shares outstanding-diluted		2,870,132			1,281,629
Loss per common share-basic and diluted	$	(6.86	)	$	(7.87	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	Year Ended December 31,
	2019		2018
Options		766,424		366,928
Warrants		2,171,610		362,664
Convertible debt		82,751		329,409
Preferred stock: Series B		7,925		7,925
Preferred stock: Series D		350,000		-
Preferred stock: Series E		594,383		-

Note 9 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2019

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	Year Ended December 31,
	2019			2018
Statutory federal income tax benefit	$	3,977,561		$	2,118,160
State tax benefit, net of federal taxes		368,635			66,117
Foreign tax benefit		104,050			132,931
Foreign operations tax rate differential		(73,869	)		(94,373	)
State rate adjustment		(17,585	)		15,355
R&D tax credit		51,143			22,532
Nondeductible/nontaxable items		(517,465	)		(118,905	)
State NOL adjustment		(1,054,778	)		746,479
OID and derivatives		141,908			(159,037	)
Helomics purchase adjustment		66,394,188			-
Other		115,896			47,868
Valuation allowance increase		(69,489,684	)		(2,777,127	)
Total income tax benefit	$	-			$

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	December 31, 2019			December 31, 2018
Deferred tax assets:
Noncurrent:
Depreciation	$	-		$	4,488
Inventory		6,891			6,991
Compensation accruals		56,670			60,905
Accruals and reserves					77,777
Deferred revenue		7,480
Charitable contribution carryover		3,740			3,972
Derivatives		10,708			57,276
Related party investments		657,633			481,652
Intangibles		295,941			2,020
NSQO compensation		1,589,430			1,019,139
NOL and credits		78,417,618			9,655,388
Total deferred tax assets		81,046,111			11,369,608

Deferred tax liabilities:
Noncurrent:
Original issue discount		(14,021	)		(216,891	)
Depreciation		(389,689	)
Total deferred tax liabilities		(403,710	)		(216,891	)

Net deferred tax assets		80,642,401			11,152,717
Less: valuation allowance		(80,642,401	)		(11,152,717	)
Total		-		$	-

Note 10 - Leases (Tables)

12 Months Ended

Dec. 31, 2019

Lease, Cost [Table Text Block]

	December 31, 2019
Weighted average remaining lease term – operating leases in years		3.28
Weighted average discount rate – operating leases		8	%

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

2020	$	476,468
2021		111,353
2022		43,154
2023		44,017
2024		44,897
2025 and thereafter		112,271
Total lease payments		832,160
Less interest		102,415
Present value of lease liabilities	$	729,745

Note 1 - Summary of Significant Accounting Policies (Details Textual)			1 Months Ended	3 Months Ended	12 Months Ended
	Oct. 28, 2019	Oct. 24, 2019 USD ($) shares	Oct. 31, 2019 USD ($) shares	Mar. 27, 2020 USD ($)	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($)	Apr. 04, 2019 USD ($)	Jan. 01, 2019 USD ($)	Mar. 31, 2018
Retained Earnings (Accumulated Deficit), Ending Balance					$ (82,498,711)	$ (63,107,945)
Cash and Cash Equivalents, at Carrying Value, Ending Balance					150,831	162,152
Long-term Debt, Current Maturities, Total					6,213,507
Stock Issued During Period, Value, New Issues						2,755,087
Operating Lease, Right-of-Use Asset					729,745
Operating Lease, Liability, Current					459,481
Cash Equivalents, at Carrying Value, Total					0	0
Depreciation, Total					414,331	84,995
Amortization of Intangible Assets, Total					290,552	62,633
Intangible Assets, Net (Excluding Goodwill), Total					3,649,412	964,495
Impairment of Intangible Assets (Excluding Goodwill), Total					770,250
Goodwill, Ending Balance					15,690,290
Goodwill, Impairment Loss					8,100,000	0
Income Tax Expense (Benefit), Total					0
Unrecognized Tax Benefits, Ending Balance					0
Liability for Uncertainty in Income Taxes, Current					$ 0
Open Tax Year					2015 2016 2017 2018 2019
Advertising Expense					$ 21,166	43,548
Research and Development Expense, Total					422,964	526,257
Capitalized Offering Costs					324,459
Product Warranty Expense					$ 15,717	$ 10,682
Measurement Input, Expected Cash Flow Term [Member]
Reporting Unit Measurement Input					20
Measurement Input, Long-term Revenue Growth Rate [Member]
Reporting Unit Measurement Input					3
Measurement Input, Discount Rate [Member]
Reporting Unit Measurement Input					18.3
Measurement Input, Risk Premium [Member]
Reporting Unit Measurement Input					7
Licensing Agreements [Member]
Amortization of Intangible Assets, Total					$ 58,500
Impairment of Intangible Assets (Excluding Goodwill), Total					770,250
Promissory Notes Receivable [Member]
Financing Receivable, Allowance for Credit Loss, Ending Balance					$ 1,037,524
Accounting Standards Update 2016-02 [Member]
Operating Lease, Right-of-Use Asset								$ 353,007
Operating Lease, Liability, Current								$ 79,252
Subsequent Event [Member]
Proceeds from Debt and Equity Financing, Net				$ 6,159,906
Equity Line Purchase Agreement [Member]
Issuance or Sale of Equity, Can Be Raised		$ 15,000,000
Stock Issued During Period, Shares, New Issues \| shares		104,651			122,356
Stock Issued During Period, Value, New Issues		$ 450,000			$ 319,196
Equity Line Purchase Agreement [Member] \| Investor [Member]
Issuance or Sale of Equity, Can Be Raised			$ 15,000,000
Stock Issued During Period, Shares, New Issues \| shares			122,356
Stock Issued During Period, Value, New Issues			$ 319,196
Helomics Holding Corp. [Member]
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage									25.00%
Business Acquisition, Percentage of Voting Interests Acquired							75.00%
Goodwill, Ending Balance							$ 23,790,290
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	10

Note 1 - Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Finished goods	$ 91,410	$ 58,701
Raw materials	69,821	127,003
Work-In-Process	28,925	55,362
Total	$ 190,156	$ 241,066

Note 1 - Summary of Significant Accounting Policies - Schedule of Property, Plant and Equipment, Useful Life (Details)

12 Months Ended

Dec. 31, 2019

Leasehold Improvements [Member]

5 years

^[1]

Demo Equipment [Member]

Laboratory Equipment [Member]

3 years

Minimum [Member] | Office Equipment [Member]

4 years

Minimum [Member] | Manufacturing Tooling [Member]

3 years

Maximum [Member] | Office Equipment [Member]

3 years

Maximum [Member] | Manufacturing Tooling [Member]

7 years

Stock Issued During Period, Value, Extinguishment of Debt

7 years

[1]	Leasehold improvements are depreciated over the shorter of the useful life or the remaining lease term.

Note 1 - Summary of Significant Accounting Policies - Schedule of Property, Plant and Equipment (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Property, Plant, and Equipment Gross	$ 2,279,373	$ 539,218
Less: Accumulated depreciation	771,574	358,765
Total fixed assets, net	1,507,799	180,453
Office Equipment [Member]
Property, Plant, and Equipment Gross	508,143	204,903
Leasehold Improvements [Member]
Property, Plant, and Equipment Gross	188,014	140,114
Manufacturing Tooling [Member]
Property, Plant, and Equipment Gross	1,510,165	108,955
Demo Equipment [Member]
Property, Plant, and Equipment Gross	$ 73,051	$ 85,246

Note 1 - Summary of Significant Accounting Policies - Components of Intangible Assets (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Accumulated Amortization	$ (414,611)	$ (231,309)
Net Carrying Amount	3,251,412
Total	4,064,023	1,195,804
Intangibles, net	3,649,412	964,495
Trade Names [Member]
Tradename	398,000
Patents and Trademarks [Member]
Gross Carrying Costs	339,023	318,304
Accumulated Amortization	(195,286)	(182,559)
Net Carrying Amount	143,737	135,745
Licensing Agreements [Member]
Gross Carrying Costs		877,500
Accumulated Amortization		(48,750)
Net Carrying Amount		828,750
Developed Technology Rights [Member]
Gross Carrying Costs	2,882,000
Accumulated Amortization	(108,075)
Net Carrying Amount	2,773,925
Customer Relationships [Member]
Gross Carrying Costs	445,000
Accumulated Amortization	(111,250)
Net Carrying Amount	$ 333,750

Note 1 - Summary of Significant Accounting Policies - Estimated Future Amortization Expense (Details)	Dec. 31, 2019 USD ($)
2020	$ 305,785
2021	305,785
2022	194,535
2023	157,452
2024	157,452
Thereafter	2,130,403
Total	$ 3,251,412

Note 1 - Summary of Significant Accounting Policies - Goodwill (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Goodwill
Acquired	23,790,290
Impairment	(8,100,000)	$ 0
Goodwill	$ 15,690,290

Note 1 - Summary of Significant Accounting Policies - Segments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Revenue	$ 1,411,565	$ 1,411,655
Depreciation and Amortization	(704,883)
Impairment expense	(8,870,250)
Loss on equity method investment	(439,637)	(2,293,580)
Segment Loss	(19,390,766)	(10,086,477)
Assets	22,375,510	3,708,999
Domestic [Member]
Revenue	1,275,048
Depreciation and Amortization	(43,728)
Impairment expense
Loss on equity method investment
Segment Loss	(2,783,531)
Assets	670,841	932,367
International [Member]
Revenue	88,070
Depreciation and Amortization	(4,692)
Impairment expense
Loss on equity method investment
Segment Loss	(351,759)
Assets	298,952	41,377
Helomics Segment [Member]
Revenue	48,447
Depreciation and Amortization	(556,538)
Impairment expense	(8,100,000)
Loss on equity method investment
Segment Loss	(12,354,108)
Assets	21,275,306
Corporate Segment [Member]
Revenue
Depreciation and Amortization	(99,925)
Impairment expense	(770,250)
Loss on equity method investment	(439,637)
Segment Loss	(3,901,368)
Assets	$ 130,411	$ 2,735,255

Note 2 - Helomics Acquisition (Details Textual) - USD ($)

12 Months Ended

Apr. 04, 2019

Dec. 31, 2019

Dec. 31, 2018

$ 6,463,309

Warrants Issued

47,078

Debt Instrument, Face Amount

5,146,226

2,667,727

Notes Issued to Helomics' Noteholders [Member]

$ 15,690,290

Debt Instrument, Face Amount

$ 303,333

Warrants Held by Noteholders [Member]

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 1

Helomics Holding Corp. [Member]

Business Acquisition, Percentage of Voting Interests Acquired

75.00%

Business Combination, Acquisition Related Costs

$ 656,615

Business Combination, Consideration Transferred, Total

26,711,790

Business Combination, Consideration Transferred, Equity Interests Issued and Issuable

^[1]

5,612,250

Business Combination, Notes and Interest Due Forgave

^[2]

$ 2,210,381

Stock Issued During Period, Shares, Extinguishment of Debt

863,732

Stock Issued During Period, Value, Extinguishment of Debt

^[3]

$ 6,463,309

Stock Issued During Period, Shares, Acquisitions

23,741,772

Warrants Issued

^[4]

$ 6,261,590

Business Acquisition, Revaluation, Gain (Loss) on Acquisition

^[5]

6,164,260

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total

3,725,000

Helomics Holding Corp. [Member] | Trade Names [Member]

23,790,290

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total

398,000

Helomics Holding Corp. [Member] | Customer Relationships [Member]

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total

$ 445,000

Finite-Lived Intangible Asset, Useful Life

3 years

Helomics Holding Corp. [Member] | Developed Technology Rights [Member]

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total

$ 2,882,000

Finite-Lived Intangible Asset, Useful Life

20 years

Helomics Holding Corp. [Member] | Warrants Issued to Holders of Helomics Notes and Warrants [Member]

Class of Warrant or Right Issued During Period

1,425,506

Helomics Holding Corp. [Member] | Warrants Held by Other Parties [Member]

Class of Warrant or Right Issued During Period

59,700

Helomics Holding Corp. [Member] | Common Stock [Member]

Business Acquisition, Equity Interest Issued or Issuable, Number of Shares

400,000

Helomics Holding Corp. [Member] | Series D Convertible Preferred Stock [Member]

Business Acquisition, Equity Interest Issued or Issuable, Number of Shares

3,500,000

[1]	Upon the acquisition, all outstanding shares of Helomics stock not already held by the Company were converted into the right to receive a proportionate share of 400,000 shares of common stock and 3,500,000 shares of Series D convertible preferred stock of the Company. The fair value of these shares on the date of issuance was $5,612,250;
[2]	the Company forgave notes and interest due from Helomics relating to previous cash advances equaling $2,210,381;
[3]	the Company eliminated debt owed by Helomics to noteholders by issuing 863,732 shares of common stock to the noteholders, the value of the shares was $6,463,309;
[4]	the Company issued 14,245,063 warrants in exchange for warrants to purchase 23,741,772 shares of Helomics common stock to the Helomics noteholders agreeing to extinguish or extend their notes. An additional 597,000 warrants were exchanged for warrants held by other parties; the total consideration of all the exchanged warrants was valued by using the Black Scholes method and equaled $6,261,591;
[5]	as the Company's acquisition of Helomics was a business combination achieved in stages, the initial 25% purchase of Helomics in 2018 was required to be revalued at current fair value on the acquisition date. Immediately prior to the acquisition date the recorded value of the equity method investment was zero. On the acquisition date the Company determined the fair value of the previous equity method investment was $6,164,260 and recorded a gain for the same amount in order to recognize the investment at its fair value. The gain was calculated as the difference between the implied fair value of the Company’s previous equity method investment in Helomics and the recorded book value immediately prior to the acquisition date. The implied fair value was calculated based on the purchase consideration exchanged to acquire the remaining 75% of Helomics and factoring a 10% discount for lack of control.

Note 2 - Helomics Acquisition - Fair value of Assets and Liabilities Assumed (Details) - USD ($)

12 Months Ended

Apr. 04, 2019

Dec. 31, 2019

Dec. 31, 2018

Value of shares to extinguish debt (iii)

$ 6,463,309

Value of warrants issued (iv)

47,078

Helomics Holding Corp. [Member]

$ 15,690,290

Value of shares to Helomics shareholders (i)

^[1]

$ 5,612,250

Value of Helomics notes receivable forgiven (ii)

^[2]

2,210,381

Value of shares to extinguish debt (iii)

^[3]

6,463,309

Value of warrants issued (iv)

^[4]

6,261,590

Business Acquisition, Revaluation, Gain (Loss) on Acquisition

^[5]

6,164,260

Fair value of the consideration

26,711,790

Cash and cash equivalents

248,102

207,769

17,727

15,321

1,749,080

Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total

3,725,000

Lease right of use assets

780,594

Accounts payable

2,374,596

Note Payable

303,333

Accrued expenses

363,569

Lease Liability – Net of Long-term Portion

422,126

Lease liability

358,468

Total assets acquired and liabilities assumed

(2,921,501)