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Item 4.01 Changes in Registrant’s Certifying Accountant.
Dismissal of Independent Registered Public Accounting Firm
On April 3, 2023, Predictive Oncology Inc. (the “Company”) and Baker Tilly US, LLP (“Baker Tilly”) agreed that Baker Tilly, who was previously engaged as the Company’s independent registered public accounting firm, would be dismissed as the independent registered public accounting firm of the Company in connection with auditing the Company’s consolidated financial statements commencing for the year ending December 31, 2023. The decision to dismiss Baker Tilly was approved by the Company’s Audit Committee.
The reports of Baker Tilly on the Company’s audited consolidated financial statements for the years ended December 31, 2022 and 2021 (the “Baker Tilly Reports”) did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s two years ended December 31, 2022 and 2021, and during the subsequent interim period preceding Baker Tilly’s dismissal (the “Relevant Period”), there were no disagreements with Baker Tilly on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Baker Tilly would have caused Baker Tilly to make reference to the subject matter of the disagreements in connection with its audit reports.
During the Relevant Period, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K except as set forth below.
As disclosed in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2022 and 2021, the Company’s management identified the following material weakness in internal control over financial reporting:
• Management has determined that we have not maintained adequate accounting resources with a sufficient understanding of U.S. GAAP to allow us to properly identify and account for complex technical accounting transactions. Management has determined that this represents a material weakness in our internal control over financial reporting. Notwithstanding the material weakness in our internal control over financial reporting, we have concluded that the consolidated financial statements and other financial information included in our annual and quarterly filings fairly present in all material respects our financial condition, results of operations and cash flows as of, and for, the periods presented.
This material weakness was discussed by the Company’s management and the Audit Committee with Baker Tilly.
The Audit Committee has authorized Baker Tilly to respond fully to the inquiries of the Company’s new independent registered public accounting firm, concerning this material weakness.
The Company provided Baker Tilly with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that Baker Tilly furnish the Company with a letter addressed to the SEC stating whether or not Baker Tilly agrees with the above statements. A copy of the letter from Baker Tilly dated April 4, 2023 is filed with this Current Report on Form 8-K as Exhibit 16.1.
Engagement of New Independent Registered Public Accounting Firm
On April 3, 2023, the Company’s Audit Committee and the Board of Directors approved the engagement of BDO USA, LLP (“BDO”) as the Company’s new independent registered public accounting firm to audit the Company’s consolidated financial statements commencing for the year ending December 31, 2023.
During the two most recent years ended December 31, 2022 and December 31, 2021 and during the subsequent interim period from January 1, 2023 through April 3, 2023, neither the Company, nor anyone acting on its behalf, consulted with BDO on (i) any matters regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of any disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
|16.1||Letter of Baker Tilly US, LLP to the Securities and Exchange Commission, dated April 4, 2023 regarding statements included in this Current Report on Form 8-K|
|104||Cover Page Interactive Data File (formatted as Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|PREDICTIVE ONCOLOGY inc.|
|By:||/s/ Bob Myers|
Name: Bob Myers
Title: Chief Financial Officer
Date: April 5, 2023
Baker Tilly US, LLP
225 S Sixth St, Ste 2300
Minneapolis, MN 55402-4661
T: +1 (612) 876 4500
F: +1 (612) 238 8900
April 4, 2023
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4.01 of Form 8-K, dated on or about April 4, 2023, of Predictive Oncology Inc. and agree with the statements contained in the second and third paragraphs therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
Very truly yours,
Baker Tilly US, LLP, trading as Baker Tilly, is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities.