Form 8-K
0001446159 False 0001446159 2021-11-10 2021-11-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 10, 2021

_______________________________

Predictive Oncology Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-3679033-1007393
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

2915 Commers Drive, Suite 900

Eagan, Minnesota 55121

(Address of Principal Executive Offices) (Zip Code)

(651) 389-4800

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valuePOAINasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release dated November 10, 2021

104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 Predictive Oncology Inc.
   
  
Date: November 10, 2021By: /s/ Bob Myers        
  Bob Myers
  Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Predictive Oncology Reports Third Quarter Financial Results

EAGAN, Minn., Nov. 10, 2021 (GLOBE NEWSWIRE) -- Results from the third quarter show strong potential for future growth, said Predictive Oncology (Nasdaq: POAI) today, announcing financial results for the quarter ended September 30, 2021. All three of Predictive Oncology’s reportable segments recognized revenue for the quarter, and the loss per common share was reduced to $0.08, compared to $0.46 for the same period in 2020.

The knowledge-driven company, which is applying artificial intelligence (“AI”) to personalized medicine and drug discovery, also provided an update on its business activities. Highlights from the quarter include:

“We are looking forward to the outcome of our Discovery 21 program, which we believe will realize our goal of providing pharmaceutical companies with a quicker, less costly means to drug discovery,” said J. Melville Engle, the Company’s Chairman and Chief Executive Officer. “We expect our CoRE™ platform to disrupt pharma, with our AI technology leading to new discoveries that will drive steady growth in our business segments.”

Q3 2021 Financial results

The Company recorded revenue of $313,663 for the quarter, compared to $480,757 for the same quarter in 2020. The difference was largely due to fewer STREAMWAY System units being sold in its Skyline Medical business, the segment that typically generates most of the Company’s current revenue.

G&A expenses decreased $165,176 for the three months ended September 30, 2021, compared to 2020, and $856,719 for the nine months ended September 30, 2021, compared to 2020.

The gross profit margin was approximately 65% and 63% in the three and nine months ended September 30, 2021, respectively, roughly equivalent to the prior year.

Operations expense increased by $80,169 to $648,935 in the three months ended September 30, 2021 compared to 2020, primarily due to higher staff and AI computing costs. These were partially offset by lower consulting expenses.

Net cash used in operating activities was $8,464,821 and $9,953,785 for the nine months ended September 30, 2021 and September 30, 2020, respectively. Cash used in operating activities decreased in the 2021 period primarily because of the decrease in cash used for working capital and the lower operating costs related to the Helomics and Skyline business.

The Company’s quarterly sales and marketing expenses increased by $51,355 for the quarter to $172,869 compared to the same period in 2020. This was a direct result of increased advertising and promotion including website development, market research and trade shows, offset by lower commissions expenditures in the Skyline Medical business.

About Predictive Oncology Inc.
Predictive Oncology (NASDAQ: POAI) operates through three segments (Skyline, Helomics, and Soluble Biotech), which contain four subsidiaries: Helomics, TumorGenesis, Skyline Medical and Soluble Biotech.

Helomics applies artificial intelligence to its rich data gathered from patient tumors to both personalize cancer therapies for patients and drive the development of new targeted therapies in collaborations with pharmaceutical companies. TumorGenesis Inc. specializes in media that help cancer cells grow and retain their DNA/RNA and proteomic signatures, providing researchers with a tool to expand and study cancer cell types found in tumors of the blood and organ systems of all mammals, including humans. Skyline Medical markets its patented and FDA cleared STREAMWAY System, which automates the collection, measurement and disposal of waste fluid, including blood, irrigation fluid and others, within a medical facility, through both domestic and international divisions. Soluble Biotech is a provider of soluble and stable formulations for proteins including vaccines, antibodies, large and small proteins and protein complexes.

Forward-Looking Statements:
Certain matters discussed in this release contain forward-looking statements. These forward-looking statements reflect our current expectations and projections about future events and are subject to substantial risks, uncertainties and assumptions about our operations and the investments we make. All statements, other than statements of historical facts, included in this press release regarding our strategy, future operations, future financial position, future revenue and financial performance, projected costs, prospects, plans and objectives of management are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “would,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Our actual future performance may materially differ from that contemplated by the forward-looking statements as a result of a variety of factors including, among other things, factors discussed under the heading “Risk Factors” in our filings with the SEC. Except as expressly required by law, the Company disclaims any intent or obligation to update these forward-looking statements.


PREDICTIVE ONCOLOGY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

    
 September 30,
2021
 December 31,
2020
 (unaudited) (audited)
ASSETS     
Current Assets:     
Cash and cash equivalents$41,771,515  $678,332 
Accounts Receivable 275,193   256,878 
Inventories 397,976   289,535 
Prepaid Expense and Other Assets 595,224   289,490 
Total Current Assets 43,039,908   1,514,235 
      
Fixed Assets, net 3,810,640   3,822,700 
Intangibles, net 3,199,047   3,398,101 
Lease Right-of-Use Assets 961,419   1,395,351 
Other Long-Term Assets 179,096   116,257 
Goodwill -   2,813,792 
Total Assets$51,190,110  $13,060,436 
      
LIABILITIES AND STOCKHOLDERS’ EQUITY     
Current Liabilities:     
Accounts Payable$1,029,545  $1,372,070 
Notes Payable – Net of Discounts of $0 and $244,830 -   4,431,925 
Accrued Expenses and other liabilities 940,892   2,588,047 
Derivative Liability 225,498   294,382 
Deferred Revenue 152,546   53,028 
Lease Liability 637,352   597,469 
Total Current Liabilities 2,985,833   9,336,921 
      
Lease Liability – Net of current portion 388,473   845,129 
Other long-term liabilities 30,898   235,705 
Total Liabilities 3,405,204   10,417,755 
      
Stockholders’ Equity:     
Preferred Stock, 20,000,000 authorized inclusive of designated below     
Series B Convertible Preferred Stock, $.01 par value, 2,300,000 shares authorized, 79,246 and 79,246 shares outstanding 792   792 
Common Stock, $.01 par value, 200,000,000 and 100,000,000 shares authorized, 65,457,484 and 19,804,787 outstanding 654,575   198,048 
Additional paid-in capital 167,413,309   110,826,949 
Accumulated Deficit (120,283,770)  (108,383,108)
      
Total Stockholders’ Equity 47,784,906   2,642,681 
      
Total Liabilities and Stockholders’ Equity$51,190,110  $13,060,436 
        

PREDICTIVE ONCOLOGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS
(Unaudited)

    
 Three Months Ended
September 30, 
 Nine Months Ended
September 30,
  2021   2020   2021   2020 
Revenue$313,663  $480,757  $944,187  $958,484 
Cost of goods sold 110,165   175,206   350,800   353,124 
Gross profit 203,498   305,551   593,387   605,360 
        
General and administrative expense 2,061,458   2,226,634   7,410,208   8,266,927 
Operations expense 648,935   568,766   1,791,543   1,638,635 
Sales and marketing expense 172,869   121,514   447,298   518,938 
Loss on goodwill impairment 2,813,792   2,997,000   2,813,792   2,997,000 
Total operating loss (5,493,556)  (5,608,363)  (11,869,454)  (12,816,140)
Other income 58,830   44,926   144,122   97,894 
Other expense (7,413)  (2,147,057)  (244,214)  (3,993,969)
Gain (loss) on derivative instruments 4,122   1,402,768   68,884   1,007,794 
Gain on notes receivables associated with asset purchase -   -   -   1,290,000 
Net loss$(5,438,017) $(6,307,726) $(11,900,662) $(14,414,421)
Deemed dividend -   554,287   -   554,287 
Net loss attributable to common shareholders per common shares-basic and diluted$(5,438,017) $(6,862,013) $(11,900,662) $(14,968,708)
Loss per common share basic and diluted$(0.08) $(0.46) $(0.23) $(1.51)
Weighted average shared used in computation - basic 65,406,312   15,026,789   51,272,960   9,935,738 
        

Investor Relations Contact:

Landon Capital
Keith Pinder
(404) 995-6671
kpinder@landoncapital.net