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): April 1, 2025
_______________________________
Predictive Oncology Inc.
(Exact name of registrant as specified in its charter)
_______________________________
| Delaware | 001-36790 | 33-1007393 |
| (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 class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $0.01 par value | POAI | Nasdaq 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. ☐
On April 1, 2025, Predictive Oncology Inc. issued a press release attached hereto as Exhibit 99.1 announcing its financial results for the year ended December 31, 2024.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 1, 2025 | |
| 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: April 1, 2025 | By: | /s/ Josh Blacher |
| Josh Blacher | ||
| Interim Chief Financial Officer | ||
EXHIBIT 99.1
Predictive Oncology Reports Year-End 2024 Financial Results and Provides Corporate Update
Company continues to progress toward the signing of a definitive merger agreement with Renovaro
PITTSBURGH, April 01, 2025 (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 December 31, 2024, and provided a corporate update. The Company reported a loss from continuing operations of approximately $10.8 million on total revenue of $1.6 million for the year ended December 31, 2024.
On January 6, 2025, Predictive Oncology announced that it has entered into an agreement to merge with Renovaro, Inc. On March 3, Renovaro announced that it has advanced the first tranche of financing to Predictive to initiate the integration of AI/ML platform technologies, core laboratory capabilities and business development efforts in Europe and the United States. The companies continue to work towards the completion of due diligence and the finalization of a definitive merger agreement.
Q4 2024 and Recent Highlights:
“During the fourth quarter and subsequent period, we took tangible steps to sharpen our focus on our core AI/ML-based drug and biomarker discovery capabilities while implementing efficiencies across the organization to maximize long-term shareholder value,” stated Raymond Vennare, Chairman and Chief Executive Officer of Predictive Oncology. “Of note, our pending merger with Renovaro, if completed, will create a new AI/ML drug discovery company with unique advantages in the marketplace and the potential to meaningfully improve outcomes for cancer patients through earlier diagnosis, discovery of novel diagnostic and prognostic biomarkers, and the development of tailored therapies. With Renovaro, we have a unique opportunity to bring new hope to patients suffering from a range of difficult-to-treat cancers, and we continue to work tirelessly toward the executive of a definitive merger agreement with that goal in mind.”
FY 2024 Financial Summary:
FY 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:
Michael Moyer
LifeSci Advisors, LLC
mmoyer@lifesciadvisors.com
| PREDICTIVE ONCOLOGY INC. | ||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||
| December 31, 2024 |
December 31, 2023 |
|||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 734,673 | $ | 8,728,660 | ||||
| Accounts receivable, net | 745,566 | 277,641 | ||||||
| Inventories | 385,728 | 480,803 | ||||||
| Prepaid expense and other assets | 306,301 | 512,078 | ||||||
| Current assets of discontinued operations | 53,649 | 79,249 | ||||||
| Total current assets | 2,225,918 | 10,078,431 | ||||||
| Property and equipment, net | 369,470 | 491,214 | ||||||
| Intangibles, net | 210,113 | 241,339 | ||||||
| Lease right-of-use assets | 2,064,507 | 2,598,091 | ||||||
| Other long-term assets | 102,509 | 105,509 | ||||||
| Non-current assets of discontinued operations | - | 902,665 | ||||||
| Total assets | $ | 4,972,517 | $ | 14,417,249 | ||||
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,142,919 | $ | 1,334,064 | ||||
| Note payable | - | 150,408 | ||||||
| Accrued expenses and other liabilities | 1,407,987 | 1,542,948 | ||||||
| Derivative liability | - | 1,376 | ||||||
| Contract liabilities | 304,985 | 302,499 | ||||||
| Lease liability | 572,739 | 444,897 | ||||||
| Current liabilities of discontinued operations | 164,771 | 174,839 | ||||||
| Total current liabilities | 3,593,401 | 3,951,031 | ||||||
| Other long-term liabilities | 23,487 | 5,459 | ||||||
| Lease liability – net of current portion | 1,558,239 | 2,130,977 | ||||||
| Non-current liabilities of discontinued operations | - | 58,002 | ||||||
| Total liabilities | 5,175,127 | 6,145,469 | ||||||
| Stockholders’ (deficit) 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 December 31, 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 December 31, 2024, and December 31, 2023, respectively | 66,670 | 40,629 | ||||||
| Additional paid-in capital | 180,156,199 | 175,992,242 | ||||||
| Accumulated deficit | (180,426,271 | ) | (167,761,883 | ) | ||||
| Total stockholders’ (deficit) equity | (202,610 | ) | 8,271,780 | |||||
| Total liabilities and stockholders’ (deficit) equity | $ | 4,972,517 | $ | 14,417,249 | ||||
| PREDICTIVE ONCOLOGY INC. | |||||||
| CONSOLIDATED STATEMENTS OF NET LOSS | |||||||
| Year Ended December 31, | |||||||
| 2024 | 2023 | ||||||
| Revenue | $ | 1,623,817 | $ | 1,627,697 | |||
| Cost of sales | 826,137 | 609,212 | |||||
| Gross profit | 797,680 | 1,018,485 | |||||
| Operating expenses: | |||||||
| General and administrative expense | 7,419,892 | 8,380,917 | |||||
| Operations expense | 2,851,045 | 3,268,165 | |||||
| Sales and marketing expense | 1,466,213 | 1,487,139 | |||||
| Total operating expenses | 11,737,150 | 13,136,221 | |||||
| Total operating (loss) | (10,939,470 | ) | (12,117,736 | ) | |||
| Other income | 89,367 | 152,685 | |||||
| Other expense | (11,478 | ) | (64,967 | ) | |||
| Gain on derivative instruments | 1,376 | 12,457 | |||||
| Loss from continuing operations | (10,860,205 | ) | (12,017,561 | ) | |||
| Loss from discontinued operations | (1,804,183 | ) | (1,966,406 | ) | |||
| Net (loss) | $ | (12,664,388 | ) | $ | (13,983,967 | ) | |
| Loss per common share, basic and diluted: | |||||||
| Loss from continuing operations | (1.99 | ) | (2.99 | ) | |||
| Loss from discontinued operations | (0.33 | ) | (0.49 | ) | |||
| Net (loss) per common share, basic and diluted | $ | (2.32 | ) | $ | (3.48 | ) | |
| Weighted average shares used in computation – basic and diluted | 5,453,632 | 4,014,848 | |||||