Form 8-K
0001446159 False 0001446159 2022-11-10 2022-11-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares



Washington, D.C. 20549





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

Date of Report (Date of earliest event reported):  November 10, 2022


Predictive Oncology Inc.

(Exact name of registrant as specified in its charter)


(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.

On November 10, 2022, Predictive Oncology Inc. issued a press release attached hereto as Exhibit 99.1 announcing its financial results for the third quarter ended September 30, 2022. 

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits

Exhibit No.     Description
99.1 Press Release dated November 10, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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, 2022By: /s/ Bob Myers        
  Bob Myers
  Chief Financial Officer



Exhibit 99.1

Predictive Oncology Reports Third Quarter Financial Results

EAGAN, Minn., Nov. 10, 2022 (GLOBE NEWSWIRE) -- Predictive Oncology Inc. (NASDAQ: POAI) today announced the financial results for its third quarter ended September 30, 2022, which continue to reflect revenue growth and increased gross profit margin as compared to prior year periods. Highlights from the quarter include:

Q3 2022 Financial results

The consolidated reportable segments of Predictive Oncology’s recognized revenue is $455,827 for the quarter, which has increased from $313,663 to the comparative three-month period of 2021, which depicts a revenue growth of 45%.

Helomics reported an improvement in its net losses primarily due to a decrease in impairment charges in 2022.

The gross profit margin has grown during the quarter ended September 30, 2022 to 76% compared to 65% in the comparable 2021 period, which represents a material upward movement of 11%.

Research and development costs reduced to $116,763 in the quarter ended September 30, 2022, from $234,357 in the quarter ended September 30, 2021 which represents a positive change of 50%, due to the consolidation of the company’s lab to Pittsburgh.

General and administrative expenses increased to $3,287,918 for the three months ended September 30, 2022, from $2,061,458 for the three months ended September 30, 2021, which was primarily due to higher payroll resulting from the acquisition of zPREDICTA and costs related to the consolidation of the Massachusetts TumorGenesis division to Pittsburgh and the accrued expenses for the retirement of our CEO.

Operations expenses have increased to $857,130 from $648,935 in the three months ended September 30, 2022 as compared to the same quarter of 2021, primarily due to higher costs related to staff including the increased headcount at zPREDICTA, partially offset by lower research and development expenses .

Net cash used in operating activities was $9,135,812 and $8,464,821 for the nine months ended September 30, 2022, and September 30, 2021, respectively. This represents an incremental increase of 8% as compared to the same period of 2021, primarily because of the increase in working capital. Furthermore, net cash provided by financing activities has substantially dropped to $6,739,031 from $50,378,237, an 87% decrease due to the large cash raises in 2021.

The quarterly sales and marketing expenses have increased to $333,377 in September 2022, from $172,869 in the quarter ended September 2021, driven by increased marketing and business development initiatives in the current year.

The company incurred a net loss of $17,821,524 for the nine months ended September 30, 2022, compared to a $11,900,662 loss for the nine months ended September 30, 2021. The $5,920,862 difference is predominantly due to the goodwill impairment charge of $7,231,093 related to zPREDICTA recognized in 2022 as compared to the goodwill impairment charge of $2,813,792 related to Helomics recognized in 2021. On September 30, 2022, the company had $25,393,738 in cash and cash equivalents.

About Predictive Oncology Inc.

Predictive Oncology (NASDAQ: POAI) is a science-driven company focused on applying artificial intelligence (AI) to develop optimal cancer therapies, which can lead to more effective treatments and improved patient outcomes. Through AI, Predictive Oncology uses a biobank of 150,000+ cancer tumors, categorized by patient type, against drug compounds to help the drug discovery process and increase the probability of success. The company offers a suite of solutions for oncology drug development from early discovery to clinical trials.

Forward-Looking Statement:

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, changes in management, 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.


  September 30,
  December 31,
  (unaudited)   (audited)  
Current Assets:            
Cash and Cash Equivalents $ 25,393,738     $ 28,202,615  
Accounts Receivable   324,708       354,196  
Inventories   493,722       387,684  
Prepaid Expense and Other Assets   645,153       513,778  
Total Current Assets   26,857,321       29,458,273  
Fixed Assets, net   2,202,102       2,511,571  
Intangibles, net   3,701,603       3,962,118  
Lease Right-of-Use Assets   329,565       814,454  
Other Long-Term Assets   75,618       167,065  
Goodwill   -       6,857,790  
Total Assets $ 33,166,209       43,771,271  
Current Liabilities:            
Accounts Payable $ 917,271     $ 1,021,774  
Accrued Expenses and other liabilities   1,813,580       1,262,641  
Derivative Liability   22,099       129,480  
Contract Liabilities   495,365       186,951  
Lease Liability   219,763       639,662  
Total Current Liabilities   3,468,078       3,240,508  
Lease Liability – Net of current portion   5,483       239,664  
Other long-term liabilities   99,770       25,415  
Total Liabilities   3,573,331       3,505,587  
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 shares outstanding   792       792  
Common Stock, $.01 par value, 200,000,000 shares authorized, 78,407,473 and 65,614,597 outstanding   784,074       656,146  
Additional paid-in capital   174,669,817       167,649,028  
Accumulated Deficit   (145,861,805 )     (128,040,282 )
Total Stockholders’ Equity   29,592,878       40,265,684  
Total Liabilities and Stockholders’ Equity $ 33,166,209     $ 43,771,271  


  Three Months Ended
September 30,

  Nine Months Ended
September 30,

    2022       2021       2022       2021  
Revenue $ 455,827     $ 313,663     $ 1,141,986     $ 944,187  
Cost of goods sold   108,151       110,165       351,669       350,800  
Gross profit   347,676       203,498       790,317       593,387  
General and administrative expense   3,287,918       2,061,458       8,063,265       7,410,208  
Operations expense   857,130       648,935       2,657,314       1,791,543  
Sales and marketing expense   333,377       172,869       908,867       447,298  
Loss on goodwill impairment   -       2,813,792       7,231,093       2,813,792  
Total operating loss   (4,130,749 )     (5,493,556 )     (18,070,222 )     (11,869,454 )
Other income   63,047       58,830       146,524       144,122  
Other expense   (2,001 )     (7,413 )     (5,207 )     (244,214 )
Gain (loss) on derivative instruments   10,219       4,122       107,381       68,884  
Net loss $ (4,059,484 )   $ (5,438,017 )   $ (17,821,524 )   $ (11,900,662 )
Net loss attributable to common shareholders per common shares-basic and diluted $ (4,059,484 )   $ (5,438,017 )   $ (17,821,524 )   $ (11,900,662 )
Loss per common share basic and diluted $ (0.05 )   $ (0.08 )   $ (0.25 )   $ (0.23 )
Weighted average shared used in computation – basic and diluted   78,383,878       65,406,312       71,084,454       51,272,960  

Media relations contact:
Predictive Oncology
Theresa Ferguson

Investor relations contact:
Landon Capital
Keith Pinder
(404) 995-6671