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): May 15, 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 May 15, 2025, Predictive Oncology Inc. issued a press release attached hereto as Exhibit 99.1 announcing its financial results for the quarter ended March 31, 2025.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
| Exhibit No | Description | |
| 99.1 | Press release dated May 15, 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: May 15, 2025 | By: | /s/ Josh Blacher |
| Josh Blacher | ||
| Interim Chief Financial Officer | ||
EXHIBIT 99.1
Predictive Oncology Reports First Quarter 2025 Financial Results and Provides Corporate Update
PITTSBURGH, May 15, 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 March 31, 2025, and provided a corporate update. The Company reported a loss from continuing operations of approximately $2.3 million on total revenue of $110,310 for the quarter.
Q1 2025 and Recent Highlights:
“In the first quarter of 2025, we meaningfully expanded the potential application of our artificial intelligence and machine learning platform, and our vast biobank of primary tumor samples, to successfully identify abandoned or discontinued drugs that show promising activity in new cancer types,” stated Raymond Vennare, Chairman and Chief Executive Officer of Predictive Oncology. “The ability to ‘repurpose’ existing clinical candidates into new cancer indications represents an incredibly efficient way for drug developers to expand their pipelines while prudently managing R&D spend, and we look forward to exploring potential partnering opportunities with leading biopharmaceutical companies to leverage this exciting capability in the coming months.”
“We were also very excited to announce the launch of our validated flagship live cell ChemoFx drug response assay in Europe and expanded availability in the United States. ChemoFx is a treatment selection marker for chemotherapies that quantifies an individual cancer patients’ in vitro tumor response to various chemotherapeutic agents and will initially focus on ovarian and other gynecological cancers before being expanded to other major tumor types of interest over time. Assays such as ChemoFx are essential for the continued development of personalized care for cancer patients, and we view this as a significant component of our growth strategy going forward.”
“With the recent sale of Skyline Medical assets to DeRoyal Industries, we have sharpened our focus on our core AI-driven drug and biomarker discovery capabilities while reducing our cash usage. Together with these advancements, I believe we have set the stage for a return to growth in 2025 and beyond.”
Q1 2025 Financial Summary:
Q1 2025 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. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) | ||||||||
| March 31, 2025 |
December 31, 2024 |
|||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 3,087,588 | $ | 611,822 | ||||
| Accounts receivable | 59,828 | 34,154 | ||||||
| Inventories | 45,760 | 45,760 | ||||||
| Prepaid expense and other assets | 195,201 | 272,779 | ||||||
| Current assets of discontinued operations | 97,647 | 1,261,403 | ||||||
| Total current assets | 3,486,024 | 2,225,918 | ||||||
| Property and equipment, net | 316,121 | 347,588 | ||||||
| Intangibles, net | 49,811 | 50,955 | ||||||
| Lease right-of-use assets | 1,913,786 | 2,047,241 | ||||||
| Other long-term assets | 98,478 | 98,478 | ||||||
| Non-current assets of discontinued operations | 4,031 | 202,337 | ||||||
| Total assets | $ | 5,868,251 | $ | 4,972,517 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,214,349 | $ | 1,044,394 | ||||
| Accrued expenses and other liabilities | 2,415,653 | 1,236,378 | ||||||
| Contract liabilities | 151,576 | 224,076 | ||||||
| Lease liability | 513,280 | 555,169 | ||||||
| Current liabilities of discontinued operations | 314,185 | 533,384 | ||||||
| Total current liabilities | 4,609,043 | 3,593,401 | ||||||
| Lease liability – net of current portion | 1,405,004 | 1,558,239 | ||||||
| Non-current liabilities of discontinued operations | - | 23,487 | ||||||
| Total liabilities | 6,014,047 | 5,175,127 | ||||||
| Stockholders’ deficit: | ||||||||
| 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 March 31, 2025, and December 31, 2024 | 792 | 792 | ||||||
| Common stock, $.01 par value, 200,000,000 shares authorized, 8,931,621 and 6,666,993 shares outstanding as of March 31, 2025, and December 31, 2024, respectively | 89,316 | 66,670 | ||||||
| Additional paid-in capital | 182,633,240 | 180,156,199 | ||||||
| Accumulated deficit | (182,869,144 | ) | (180,426,271 | ) | ||||
| Total stockholders’ deficit | (145,796 | ) | (202,610 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | 5,868,251 | $ | 4,972,517 | ||||
| PREDICTIVE ONCOLOGY INC. CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS (unaudited) | ||||||||
| Three Months Ended March 31, |
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| 2025 | 2024 | |||||||
| Revenue | $ | 110,310 | $ | 4,858 | ||||
| Cost of sales | 45,118 | 22,433 | ||||||
| Gross profit (loss) | 65,192 | (17,575 | ) | |||||
| Operating expenses: | ||||||||
| General and administrative | 1,828,200 | 2,325,664 | ||||||
| Operations, research and development | 520,406 | 630,085 | ||||||
| Sales and marketing | 3,633 | 608,710 | ||||||
| Total operating expenses | 2,352,239 | 3,564,459 | ||||||
| Total operating (loss) | (2,287,047 | ) | (3,582,034 | ) | ||||
| Other income | 3,428 | 18,657 | ||||||
| Other expense | (1,797 | ) | (1,737 | ) | ||||
| Gain on derivative instruments | - | 1,009 | ||||||
| Loss from continuing operations | (2,285,416 | ) | (3,564,105 | ) | ||||
| Loss from discontinued operations | (157,457 | ) | (654,738 | ) | ||||
| Net (loss) | $ | (2,442,873 | ) | $ | (4,218,843 | ) | ||
| Loss per common share, basic and diluted: | ||||||||
| Loss from continuing operations | (0.32 | ) | (0.88 | ) | ||||
| Loss from discontinued operations | (0.02 | ) | (0.16 | ) | ||||
| Net (loss) per common share, basic and diluted | $ | (0.34 | ) | $ | (1.04 | ) | ||
| Weighted average shares used in computation – basic and diluted | 7,152,221 | 4,062,853 | ||||||