Form 8-K
0001446159 False 0001446159 2024-11-13 2024-11-13 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 13, 2024

_______________________________

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.)

91 43rd Street, Suite 110

Pittsburgh, Pennsylvania 15201

(Address of Principal Executive Offices) (Zip Code)

(412) 432-1500

(Registrant's telephone number, including area code)

 

(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 13, 2024, Predictive Oncology Inc. issued a press release attached hereto as Exhibit 99.1 announcing its financial results for the quarter ended September 30, 2024.

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 13, 2024
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 13, 2024By: /s/ Josh Blacher        
  Josh Blacher
  Interim Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Predictive Oncology Reports Third Quarter 2024 Financial Results and Provides Strategic Update

Company initiates process to explore a broad range of strategic alternatives to maximize shareholder value

PITTSBURGH, Nov. 13, 2024 (GLOBE NEWSWIRE) -- Predictive Oncology (Nasdaq: POAI), a science driven company leveraging its proprietary artificial intelligence and machine learning capabilities, extensive biorepository of tumor samples, and CLIA laboratory, to accelerate oncologic drug discovery and enable drug development, today reported financial and operating results for the quarter ended September 30, 2024, and provided a corporate update. The Company reported a loss from continuing operations of approximately $2.3 million on total revenue of $345,686 for the quarter.

Predictive Oncology also announced today that the company’s Board of Directors, working with a strategic advisor, has initiated a process to evaluate a broad range of strategic alternatives intended to maximize shareholder value. Possible alternatives can include, but are not limited to, a sale of the company, a sale of an asset or assets of the company, or a licensing transaction. There can be no assurance that a transaction will occur. Management plans to provide additional updates on this process as developments warrant.

Q3 2024 and Recent Highlights:

“The strategic repositioning of the company that I initiated upon assuming the role of CEO in October 2022 has led to significant opportunities, both as a partner to leading global drug developers as well as for our own platform,” said Raymond F. Vennare, Chief Executive Officer and Chairman of Predictive Oncology. “This is highlighted by our announcement last quarter that, as a result of our successful work with UPMC Magee-Womens Hospital, we expanded our AI/ML offering to pursue the discovery of novel biomarkers capable of predicting patient outcomes and drug responses, beginning with ovarian cancer. The implication here is notable in that, with our unique portfolio of assets that include our proprietary biobank of primary tumor samples and decades of drug response data, we are uniquely positioned to play a meaningful role in the early discovery of new cancer therapeutics as well as their ongoing development.”

“Notwithstanding our progress, we believe the opportunities in front of us are underappreciated by the capital markets, and in an effort to create sustained shareholder value, we have initiated a process to evaluate a broad range of strategic alternatives. Together with the cost savings initiative that we implemented last quarter that will reduce our cash burn by around 20% annually, we believe these actions have the potential to unlock significant value.”

“In parallel, we are engaged in ongoing discussions with several prospective partners that have the potential to generate revenue for our company should we be successful in executing one or more collaborations. We are well positioned to be a leader in the rapidly evolving field of AI-driven drug discovery and development,” Mr. Vennare concluded.

Considering Predictive Oncology’s ongoing process to evaluate strategic alternatives, the Company has elected not to host an investor conference call this quarter. Predictive plans to host a corporate update call in the near future as developments warrant.

Q3 2024 Financial Summary:

Q3 2024 Financial Results:

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, the risks related to the success of our collaboration arrangements, commercialization activities and product sales levels by our collaboration partners, and other 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.

Investor Relations Contact:
Tim McCarthy, CFA
LifeSci Advisors, LLC
tim@lifesciadvisors.com

    
PREDICTIVE ONCOLOGY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
    
 September 30,
2024
 December 31,
2023
ASSETS       
Current assets:       
Cash and cash equivalents$3,078,955  $8,728,660 
Accounts receivable 463,834   277,641 
Inventories 504,380   480,803 
Prepaid expense and other assets 442,513   512,078 
Current assets of discontinued operations 77,726   79,249 
Total current assets 4,567,408   10,078,431 
        
Property and equipment, net 402,909   491,214 
Intangibles, net 221,473   241,339 
Lease right-of-use assets 2,203,935   2,598,091 
Other long-term assets 102,509   105,509 
Non-current assets of discontinued operations -   902,665 
Total assets$7,498,234  $14,417,249 
        
LIABILITIES AND STOCKHOLDERS’ EQUITY       
Current liabilities:       
Accounts payable$1,141,922  $1,334,064 
Note payable 195,776   150,408 
Accrued expenses and other liabilities 1,517,242   1,542,948 
Derivative liability 1   1,376 
Contract liabilities 257,393   302,499 
Lease liability 496,788   444,897 
Current liabilities of discontinued operations 207,644   174,839 
Total current liabilities 3,816,766   3,951,031 
        
Other long-term liabilities 10,046   5,459 
Lease liability – net of current portion 1,704,453   2,130,977 
Non-current liabilities of discontinued operations -   58,002 
Total liabilities 5,531,265   6,145,469 
        
Stockholders’ equity:       
Preferred stock, 20,000,000 shares authorized inclusive of designated below       
Series B Convertible Preferred Stock, $.01 par value, 2,300,000 shares authorized, 79,246 shares outstanding as of September 30, 2024, and December 31, 2023 792   792 
Common stock, $.01 par value, 200,000,000 shares authorized, 6,666,993 and 4,062,853 shares outstanding as of September 30, 2024, and December 31, 2023, respectively 66,670   40,629 
Additional paid-in capital 180,156,184   175,992,242 
Accumulated deficit (178,256,677)  (167,761,883)
Total stockholders’ equity 1,966,969   8,271,780 
        
Total liabilities and stockholders’ equity$7,498,234  $14,417,249 
        
        


    
PREDICTIVE ONCOLOGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS
(Unaudited)
    
 Three Months Ended
September 30,

 Nine Months Ended
September 30,

  2024   2023   2024   2023 
Revenue$345,686  $676,626  $1,012,232  $1,308,102 
Cost of sales 196,919   97,868   535,511   367,461 
Gross profit 148,767   578,758   476,721   940,641 
                
Operating expenses:               
General and administrative expense 1,582,671   2,344,620   5,834,783   6,823,324 
Operations expense 633,422   638,696   2,188,936   2,099,974 
Sales and marketing expense 246,650   334,439   1,268,824   1,112,412 
Total operating expenses 2,462,743   3,317,755   9,292,543   10,035,710 
Total operating (loss) (2,313,976)  (2,738,997)  (8,815,822)  (9,095,069)
Other income 36,378   47,838   64,497   118,618 
Other expense (5,822)  (60,671)  (9,393)  (60,671)
Gain on derivative instruments 7   3,463   1,375   11,724 
Loss from continuing operations (2,283,413)  (2,748,367)  (8,759,343)  (9,025,398)
Loss from discontinued operations (811,277)  (415,083)  (1,735,451)  (1,483,222)
Net (loss)$(3,094,690) $(3,163,450) $(10,494,794) $(10,508,620)
                
Loss per common share, basic and diluted:               
Loss from continuing operations (0.36)  (0.68)  (1.74)  (2.26)
Loss from discontinued operations (0.13)  (0.10)  (0.34)  (0.37)
Net (loss) per common share, basic and diluted$(0.48) $(0.78) $(2.08) $(2.63)
                
Weighted average shares used in computation – basic and diluted 6,396,221   4,031,356   5,046,227   3,998,887