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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): August
26, 2025
Predictive Oncology Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
001-36790 |
33-1007393 |
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
91 43rd Street, Suite 110
Pittsburgh, Pennsylvania 15201
(412) 432-1500
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
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 (see General Instruction A.2. below):
| ☐ | 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, par value $0.01 per share |
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. ☐
| Item 1.01. | Entry into a Material Agreement. |
On August 26, 2025, Predictive Oncology Inc., a Delaware
corporation (“Predictive Oncology” or the “Company”) entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with an accredited investor (the “Investor”) for the sale by the Company
of 543,544 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common
Stock”) at a purchase price of $0.76 per Share in a private placement. The offering closed on August 26, 2025.
The Purchase Agreement contains customary representations
and warranties and agreements of the Company and the investors and customary indemnification rights and obligations of the parties. Pursuant
to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock or
Common Stock Equivalents (as defined in the Purchase Agreement) following the closing of the offering through October 31, 2025, subject
to certain exceptions contained therein. In addition, pursuant to the terms of the Purchase Agreement, the Company granted the Investor
a 100% participation right in future offerings of equity securities by the Company through October 31, 2025.
The gross proceeds to the Company from the offering are
approximately $413,093, before deducting offering expenses. The Company intends to use the net proceeds from this offering for working
capital and general corporate purposes.
Pursuant to the terms of the SPA, the Company is required
to prepare and file with the Securities and Exchange Commission a registration statement (registering the Shares for resale on or prior
to the ninetieth (90th) day after the date of the Purchase Agreement.
The foregoing description of the Purchase Agreement does
not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Purchase Agreement, a
copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2025.
The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement
and as of specific dates, were solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed
upon by the contracting parties.
|
Item 3.02 |
Unregistered Sales of Equity Securities. |
The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.02.
In the Purchase Agreement, the Investor represented to the Company, among other
things, that it is an “accredited investor” (as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”)). The issuance of the Shares pursuant to the Purchase Agreement has been issued
and sold by the Company to the Investor in reliance upon the exemptions from the registration requirements of the Securities Act afforded
by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
PREDICTIVE ONCOLOGY INC. |
| |
|
|
| Date: September 2, 2025 |
By: |
/s/ Josh Blacher |
| |
|
Name: Josh Blacher |
| |
|
Title: Interim Chief Financial Officer |
