[8-K] Predictive Oncology Inc. Reports Material Event

Rhea-AI Filing Summary

Form 4 highlights for Rhythm Pharmaceuticals, Inc. (RYTM)

• Reporting insider: Chief Financial Officer Hunter C. Smith
• Transaction date: 07/09/2025 (filed 07/11/2025)
• Option exercise: 42,120 stock options exercised at an exercise price of $6.88.
• Share sales: The same 42,120 shares were immediately disposed of in three open-market sales:
  • 17,113 shares at a weighted average price of $75.3842
  • 1,607 shares at a weighted average price of $76.1707
  • 23,400 shares at a price of $84.50
• Proceeds (approx.): About $3.2 million based on the weighted average sale prices disclosed.
• Remaining holdings: 116,915 shares of common stock held directly after the transactions, plus 28,088 fully vested options that remain outstanding.
• 10b5-1 plan: Sales were executed under a Rule 10b5-1 trading plan adopted on 02/28/2025.

The filing indicates a net reduction of roughly 26% in the CFO’s direct common-stock position (from 159,035 to 116,915 shares). No information about company fundamentals or operational performance is included; the document is limited to insider trading activity.

Insights

Financial Analyst

TL;DR CFO sold 42k shares after exercising options; transaction is modest and pre-planned, suggesting limited direct impact on valuation.

The exercise-and-sale pattern shows classic cashless exercise: Hunter Smith used option gains to monetize shares without increasing net share count. Although insider selling can be perceived negatively, the sale appears routine—conducted under a 10b5-1 plan and leaving the executive with a sizeable 116,915-share stake and 28,088 remaining options. The dollar value (~$3.2 M) is not material relative to Rhythm’s >$2 B market cap (based on recent prices). As such, I view market impact as neutral; no operational signals are presented.

Corporate Governance Specialist

TL;DR Pre-planned 10b5-1 sales mitigate governance concerns; insider still retains meaningful equity.

From a governance lens, two elements stand out: (1) adherence to a 10b5-1 plan, which curbs information-asymmetry risk; and (2) retention of over 116k shares post-sale, aligning the CFO’s interests with shareholders. The 26% stake reduction is notable but not alarming given the remaining exposure and full vesting of options. Overall, I classify the disclosure as low-impact with neutral governance implications.

false 0001446159 0001446159 2025-07-08 2025-07-08 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): July 8, 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 43^rd Street, Suite 110

Pittsburgh, PA 15201

(Address of principal executive offices) (Zip Code)

(412) 432-1500

(Registrant's telephone number, including area code)

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, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 8, 2025, the Company received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the bid price for the Company’s common stock had closed below $1.00 per share for 30 consecutive business days, and that the Company is therefore not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The notification has no immediate effect on the listing of the Company’s common stock.

The Company has a period of 180 calendar days, or until January 5, 2026, to regain compliance with the Minimum Bid Price Requirement. If, at any time before January 5, 2026, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement.

The letter also disclosed that in the event the Company does not regain compliance with the Minimum Bid Price Requirement by January 5, 2026, the Company may be eligible for additional time. To qualify for additional time, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the Staff would notify the Company that its securities would be subject to delisting. In the event of such notification, the Company may appeal the Staff’s determination to delist its securities, but there can be no assurance the Staff would grant the Company’s request for continued listing.

The Company intends to continue actively monitoring the bid price for its common stock and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including statements regarding the Company’s plans to regain compliance with Nasdaq’s continued listing requirements. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. The Company undertakes no obligation to update these statements except as required by law.

SIGNATURES

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:   July 11, 2025		By:		/s/ Josh Blacher
		Name:		Josh Blacher
		Title:		Interim Chief Financial Officer