false
0001446159
--12-31
0001446159
2025-09-25
2025-09-25
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): September 25, 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,
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 1.01.
Entry Into a Material Definitive Agreement.
Private
Placement (Cash Offering)
Cash Securities
Purchase Agreement
On
September 29, 2025, Predictive Oncology Inc., a Delaware corporation (the “Company”),
entered into a securities purchase agreement (the “Cash Securities Purchase Agreement”)
with certain accredited investors (the “Cash Purchasers”) pursuant
to which the Company agreed to sell and issue to the Cash Purchasers in a private placement (the “Cash
Offering”) an aggregate of (i) approximately 55.2 million shares (the “Shares”)
of common stock of the Company, par value $0.01 per share (the “Common Stock”),
at a purchase price of $0.7751 per share (the “Cash
Per Share Purchase Price”), and/or (ii) pre-funded warrants to purchase an aggregate of up to approximately 11.5 million
shares of Common Stock (the “Cash Pre-Funded Warrants” and together
with the Shares, the “Cash Securities”) to purchase shares of Common
Stock (the “Cash Pre-Funded Warrant Shares”) at a purchase price per
Cash Pre-Funded Warrant equal to the Cash Per Share Purchase Price minus the Cash Pre-Funded Warrant Exercise Price (as defined below),
with such purchase price being pre-funded on the Closing Date (as defined below) other than the unfunded exercise price. In the Cash
Offering, the Purchasers will tender U.S. dollars to the Company as consideration for the Cash Securities.
Cash
Pre-Funded Warrants
The unfunded exercise
price of each Cash Pre-Funded Warrant will be a fixed nominal amount of $0.01 per underlying Cash Pre-Funded Warrant Share (the “Cash
Pre-Funded Warrant Exercise Price”) and will not be adjusted in connection with the reverse stock split. The exercise price
and the number of shares of Common Stock issuable upon exercise of each Cash Pre-Funded Warrant is subject to appropriate adjustment
in the event of certain stock dividends, stock splits, stock combinations or similar events affecting the Common Stock. The Cash Pre-Funded
Warrants are exercisable in cash or by means of a cashless exercise, and will not expire until the date that such Cash Pre-Funded Warrants
are fully exercised. The Cash Pre-Funded Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially
owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed a specified beneficial ownership
limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving notice to the
Company (61 days’ notice for increases), but not to any percentage in excess of 19.99%.
Private
Placement (Cryptocurrency Offering)
Cryptocurrency
Securities Purchase Agreement
On
September 29, 2025, the Company, in a separate private placement transaction, entered into a securities purchase agreement (the “Cryptocurrency
Securities Purchase Agreement” and, together with the Cash Securities Purchase Agreement, the “Securities
Purchase Agreements”) with certain accredited investors (the “Cryptocurrency
Purchasers” and, together with the Cash Purchasers, the “Purchasers”)
pursuant to which the Company agreed to sell and issue to the Cryptocurrency Purchasers in a private placement (the “Cryptocurrency
Offering” and, together with the Cash Offering, the “Private Placements”)
pre-funded warrants (the “Cryptocurrency Pre-Funded Warrants” and,
together with the Cash Pre-Funded Warrants, the “Pre-Funded Warrants”
and, together with the Cash Securities, the “Securities”) to purchase
an aggregate of up to approximately 223.6 million shares of Common Stock (the “Cryptocurrency
Pre-Funded Warrant Shares” and, together with the Cash Pre-Funded Warrant Shares, the “Pre-Funded
Warrant Shares”) at a purchase price per Cryptocurrency Pre-Funded Warrant equal to the Cash Per Share Purchase Price minus
the Cryptocurrency Pre-Funded Warrant Exercise Price (as defined below), with such purchase price being pre-funded on the Closing Date
(as defined below) other than the unfunded exercise price. In the Cryptocurrency Offering, the Purchasers will tender a combination of
digital assets, including primarily Aethir tokens (“ATH”), to the Company
as consideration for the Cryptocurrency Pre-Funded Warrants.
Cryptocurrency
Pre-Funded Warrants
The
unfunded exercise price of each Cryptocurrency Pre-Funded Warrant will be a fixed nominal amount of $0.01 per underlying Cryptocurrency
Pre-Funded Warrant Share (the “Cryptocurrency Pre-Funded Warrant Exercise Price”)
and will not be adjusted in connection with the reverse stock split. The Cryptocurrency Pre-Funded Warrants may not be exercised for
Common Stock prior to the receipt of shareholder approval, which the Company is obligated to request promptly following the Closing Date.
The
exercise price and the number of shares of Common Stock issuable upon exercise of each Cryptocurrency Pre-Funded Warrant is subject to
appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the Common
Stock. The Cryptocurrency Pre-Funded Warrants are exercisable in cash or by means of a cashless exercise and will not expire until the
date that such Cryptocurrency Pre-Funded Warrants are fully exercised. The Cryptocurrency Pre-Funded Warrants may not be exercised if
the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediately following
such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease
the beneficial ownership limitation by giving notice to the Company (61 days’ notice for increases), but not to any percentage
in excess of 19.99%.
Agreements
and Disclosures Related to the Private Placements
Closing
of Private Placements and Launch of Digital Asset Strategy
The
closing of the Private Placements is expected to occur concurrently on or about October 2, 2025 (the “Closing
Date”), subject to the satisfaction of certain customary closing conditions. The Securities Purchase Agreements contain
customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of
the Company, other obligations of the parties and termination provisions.
The
Company has also decided to initiate its digital asset treasury strategy (the “Company’s
Treasury Strategy”), effective upon closing of the Private Placements, pursuant to which the Company plans to pursue a number
of strategic initiatives to acquire and manage digital assets, primarily ATH. The Company intends to use the net cash proceeds from the
Private Placements primarily to purchase ATH, which, together with the contribution of the ATH from investors in the Cryptocurrency Offering,
will establish the Company’s cryptocurrency treasury, as well as provide for working capital and general corporate purposes, and
for the payment of transaction costs incurred in respect of the Private Placements.
Restrictions
on the Sale of Equity Securities
Pursuant
to the Securities Purchase Agreements, the Company has agreed to certain restrictions on the issuance and sale of the Company’s
equity securities for a period beginning on the date of the Securities Purchase Agreements until the 180th day following the
date on which the resale registration statement filed pursuant to the Registration Rights Agreement (as defined below) becomes effective,
subject to certain customary exceptions, including, without limitation, issuances (i) contemplated by the Securities Purchase Agreements,
(ii) pursuant to employee benefit plans or (iii) pursuant to any at-the-marketing offering sales agreement or similar agreement.
Securities
Not Registered
The
Securities to be issued pursuant to the Securities Purchase Agreements have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), or any state securities laws, and will
be issued pursuant to the exemption from registration provided under Section 4(a)(2) of the Securities Act and/or Rule 506 under Regulation
D of the Securities Act and in reliance on similar exemptions under applicable state laws. The Company relied on this exemption from
registration based in part on representations made by the Purchasers. The Securities may not be offered or sold in the United States
absent registration under the Securities Act or an applicable exemption therefrom. Neither this Current Report on Form 8-K, nor any exhibit
attached hereto, is an offer to sell or the solicitation of an offer to buy the Securities described herein.
Registration
Rights Agreement
In
connection with the Private Placements, the Company and the Purchasers entered into a Registration Rights Agreement, dated September
29, 2025 (the “Registration Rights Agreement”), providing for the registration
for resale of the Shares, Pre-Funded Warrant Shares and the Strategic Advisor Warrant Shares (as defined below), and any securities issued
or then issuable upon any share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing
(collectively, the “Registrable Securities”) on one or more registration
statements (collectively, the “Resale Registration Statements”) to
be filed with the Securities and Exchange Commission (the “Commission”)
no later than the 15th calendar day following the Closing Date. The Company has agreed to use its best efforts to cause the
Resale Registration Statements to be declared effective as promptly as possible, but in no event later than, in respect of the Cash Securities,
the thirtieth calendar day following the filing date (or in the case of a full review by the Commission the sixtieth day thereafter),
or in respect of the Resale Registration Statement to be filed for the Cryptocurrency Pre-Funded Warrant Shares, the fifth trading day
following receipt of notice by the Commission that such Resale Registration Statement will not be reviewed or is no longer subject to
further review, and to keep such Resale Registration Statements continuously effective from the date on which the Commission declares
them to be effective (or the Resale Registration Statements go effective pursuant to their terms) until the date that all Registrable
Securities covered by such Resale Registration Statements (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold
without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with
the current public information requirement under Rule 144.
The
Company has granted the Purchasers customary indemnification rights in connection with the Registration Rights Agreement. The Purchasers
have also granted the Company customary indemnification rights in connection with the Registration Rights Agreement.
Lock-up
Agreements
In
connection with the Private Placements, each director and certain officers of the Company will agree not to sell, pledge or otherwise
dispose of any shares of our Common Stock or securities convertible thereinto or exercisable therefor for a period of ninety (90) days
following the date on which the Resale Registration Statements are declared effective by the Commission, substantially in the form attached
as Exhibit B to the Securities Purchase Agreement (each, a “Lock-Up Agreement”).
Side
Letter
In
connection with the Private Placements, on September 29, 2025, the Company entered into a side letter agreement (the “Side
Letter”) with DCI Foundation, a Panama foundation company (“DCI”),
supplementing the Cryptocurrency Securities Purchase Agreement. The Side Letter provides that DCI will be responsible if any digital
assets contributed pursuant to the Cryptocurrency Securities Purchase Agreement that are subject to transfer restrictions (the “Locked
Crypto”) are not released from such restrictions as expected or cannot be used by the Company due to issues attributable
to DCI, and entitles the Company to seek equitable relief if DCI does not cure such failure within five business days of notice. The
Side Letter further obligates DCI to deliver to the Company an additional twenty percent (20%) of the number of ATH tokens purchased
by the Company on the open market, within thirty days of each such purchase. In addition, DCI makes certain representations regarding
the ability of the Locked Crypto to generate yield and that the vesting provisions applicable to the Locked Crypto will not interfere
with the Company’s Treasury Strategy, and the Side Letter further provides that DCI will have no claims against the Company in
connection with any disputes relating to the valuation or contribution of Locked Crypto.
Engagement
Agreement
H.C.
Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement
agent in connection with the Private Placements. Pursuant to that certain engagement agreement, dated as of May 14, 2024, by and between
the Company and Wainwright, as amended on February 18, 2025 and June 1, 2025 (the “Engagement
Agreement”), Wainwright is entitled to a cash fee of 5% of the gross cash proceeds paid by investors in the Private Placements,
excluding any proceeds tendered to the Company in the form of digital assets. Additionally, the Company will issue to Wainwright (or
its designees) warrants (the “Placement Agent Warrants”) to purchase
up to approximately 3.3 million shares of Common Stock (the “Placement
Agent Warrant Shares”) equal to 5% of the total Shares and Cash Pre-Funded Warrants sold pursuant to the Cash Securities
Purchase Agreement. The Placement Agent Warrants will be exercisable for five years from the date of issuance at an exercise price equal
to $0.7751 per share, which is equal to the Cash Per Share Purchase Price. The Company has
agreed to reimburse Wainwright for its reasonable expenses in connection with the Private Placements.
The
Placement Agent Warrants and the Placement Agent Warrant Shares to be issued upon exercise of the Placement Agent Warrants have not been
registered under the Securities Act, or any state securities laws, and will be issued pursuant to the exemption from registration provided
under Section 4(a)(2) of the Securities Act and/or Rule 506 under Regulation D of the Securities Act and in reliance on similar exemptions
under applicable state laws.
Strategic
Advisor Agreements
In
connection with the Company’s Treasury Strategy, the Company expects
to enter into a Strategic Advisor Agreement (the “Strategic Advisor Agreement”)
with DNA Holdings Venture, Inc. (“DNA”), pursuant to which the Company
will engage DNA as a non-exclusive strategic advisor to provide financial advisory services related to digital asset strategies and business
development initiatives for an initial term of three (3) years, subject to earlier termination for cause or by mutual agreement. DNA
is also an investor in the Cash Offering.
As
compensation for its services under the Strategic Advisor Agreement, the Company will issue DNA warrants (the “Strategic
Advisor Warrants”) to purchase up to approximately 20.3 million
shares of Common Stock (the “Strategic Advisor Warrant
Shares”) equal to 7% of the total Shares and Pre-Funded Warrants sold pursuant to the Private Placements. The Strategic
Advisor Warrants will be exercisable for five years from the date of issuance at an exercise price equal to $0.7751
per share, which is equal to the Cash Per Share Purchase Price. The Strategic Advisor Warrants will include
a beneficial ownership limitation of 4.99% (or, at the election of DNA, 9.99%) of the outstanding Common Stock, and provide for cashless
exercise and piggyback registration rights. The Strategic Advisor Agreement is expected to contain customary representations and warranties,
confidentiality provisions, and limitations on liability. The Strategic Advisor Warrants and the Strategic Advisor Warrant Shares issuable
upon exercise thereof are expected to be offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2)
of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, and applicable state securities laws.
Asset
Management Agreement
In
connection with the Company’s Treasury Strategy, the Company also
expects to enter into an asset management agreement (the “Asset Management Agreement”)
with DNA, as the asset manager (the “Asset Manager”), pursuant to which
the Asset Manager will provide discretionary asset management services with respect to certain of the Company’s digital assets,
including cryptocurrency and tokens (the “Account Assets”). The Account
Assets will include, at the Company’s discretion, cash proceeds from securities offerings, ATH, stablecoin proceeds, and any additional
assets designated by the Company, excluding assets attributable to the Company’s AI-driven drug development business.
As
compensation for its services, the Asset Manager will be entitled to an asset-based management fee equal to 1.00% per annum of the Account
Assets, calculated and paid quarterly in advance, as well as an incentive fee equal to 25% of any profits earned on the Account Assets
in excess of 7%. The Company will be responsible for all reasonable and documented expenses related to the operation of the account holding
the Account Assets, including custodial, banking, brokerage, transaction, and other related fees.
The
initial term of the Asset Management Agreement will be ten years, with automatic one-year renewal periods unless terminated by either
party in accordance with the Asset Management Agreement. The Asset Management Agreement may be terminated by the Company for cause, including
fraud, gross negligence, willful misconduct, or material breach by the Asset Manager, or by the Asset Manager for cause or upon certain
acts of insolvency, each as described in the Asset Management Agreement. While the Asset Manager would be the exclusive asset manager
for the Company, the Asset Manager may nonetheless provide similar services to other clients, and the Asset Manager or its affiliates
may engage in transactions for their own accounts. The Asset Management Agreement contains customary representations, warranties, confidentiality,
indemnification and limitation of liability provisions, and is governed by the laws of the State of New York.
The
foregoing descriptions of the Cash Securities Purchase Agreement, Cryptocurrency Securities Purchase Agreement, the Registration Rights
Agreement, the Lock-Up Agreements, the Side Letter, the form of Strategic Advisor Agreement, the form of Asset Management Agreement,
Cash Pre-Funded Warrant, Cryptocurrency Pre-Funded Warrant, Placement Agent Warrant and Strategic Advisor Warrant are not complete and
are qualified in their entirety by reference to forms thereof filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 4.1, 4.2, 4.3
and 4.4, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
On
September 19, 2025, the Company’s stockholders approved a one-for-fifteen (1-for-15) reverse stock split of the
Company’s outstanding Common Stock which will become effective at 12:01 a.m. on Tuesday, September 30, 2025. All share and
price per share information included in this Current Report on Form 8-K is presented on a pre-split basis and the exercise price of
$0.01 for the Pre-Funded Warrants will not be adjusted upon the reverse stock split.
Item 3.02.
Unregistered Sales of Equity Securities.
The
information contained in Item 1.01 of this Current Report on Form 8-K under the captions “Private Placement (Cash Offering)”,
“Private Placement (Cryptocurrency Offering)”, “Engagement Agreement” and “Strategic Advisor Agreements”
is hereby incorporated by reference into this Item 3.02.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Nancy
Chung-Welch Resignation
On
September 25, 2025, Nancy Chung-Welch, Ph.D. resigned from the Board of Directors (the “Board”),
effective as of the Closing Date and subject to the successful closing of the Private Placements.
Ms.
Chung-Welch’s resignation was not the result of any dispute or disagreement with the Company or the Company’s Board of Directors
on any matter relating to the operations, policies or practices of the Company.
Shawn
Matthews Appointment
On
September 26, 2025, Shawn Matthews was appointed to the Board, effective as of the Closing Date and subject to the closing of the Private
Placements, to serve for as long as DNA, directly or indirectly, holds at least 10% of the Common Stock and common stock equivalents
purchased pursuant to the Securities Purchase Agreements, pursuant to the nomination right set forth in Section 4.20 of the Cryptocurrency
Securities Purchase Agreement (the “Nomination Right”) or until DNA
designates another individual to serve as a director pursuant to the Nomination Right. The information contained in response to Item
1.01 above is incorporated herein by reference.
Mr. Matthews will
serve as a Class II director with a term expiring at the Company’s 2026 Annual Meeting of Stockholders and until his successor
is duly elected and qualified, or until his earlier resignation or removal. Mr. Matthews, age 58, is the Chief Executive Officer of DNA,
and founder and Chief Investment Officer of Hondius Capital Management, a global asset management firm he established in 2019. From 2009
to 2018, Mr. Matthews served as Chief Executive Officer and President of Cantor Fitzgerald & Co., where he oversaw more than 100
affiliated entities across a broad spectrum of financial services and fintech businesses. Mr. Matthews joined Cantor Fitzgerald in 2005
and held several senior roles, including Head of Capital Markets and Head of Mortgage Trading. Earlier in his career, Mr. Matthews held
positions at Wertheim Schroder & Co., West Side Capital, and Alchemist Capital Management. Mr. Matthews holds a B.S. in Finance from
Fairfield University and an MBA from Hofstra University.
Mr. Matthews will
participate in the Company’s standard compensation program for non-employee directors, which includes quarterly and annual awards
of common stock and cash, as described in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange
Commission. Mr. Matthews has no family relationships with any director or executive officer of the Company. Other than with respect to
Mr. Matthews’ role as the Chief Executive Officer of DNA in connection with the matters described in Item 1.01 above, there are
no transactions in which Mr. Matthews has a material interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In
connection with the Private Placements, the Board approved an amendment to Section 3.02 of the Company’s Second Amended and Restated
Bylaws, as amended (the “Bylaws”). The amendment, which became effective
as of September 26, 2025, modifies Section 3.02 of the Bylaws to provide that the exact number of directors shall continue to be determined
from time to time solely by resolution adopted by the affirmative vote of a majority of the entire Board, but now expressly limits the
number of directors serving on the Board to a maximum of seven.
Except
as described herein and set forth in Amendment No. 2 to the Bylaws (the “Bylaws
Amendment”), attached as Exhibit 3.1 to this Current Report on Form 8-K, the Bylaws remain unchanged and in full force and
effect.
Prior
to the Bylaws Amendment, Section 3.02 provided that the exact number of directors would be determined solely by resolution of the Board,
without a specified maximum. The foregoing description of the Bylaws Amendment is qualified in its entirety by reference to the full
text of the Bylaws Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 7.01.
Regulation FD Disclosure.
On
September 29, 2025, the Company issued a press release announcing the Private Placements and related transactions, including its adoption
of a digital asset treasury strategy. The Company intends to continue to pursue its current lines of business in addition to the pursuit
of its digital asset treasury strategy.
In
connection with the Private Placements, the Company delivered an investor presentation to potential investors on a confidential basis.
The
press release and investor presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K
and are incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibits 99.1 and 99.2 attached hereto,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”), as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01.
Other Information.
Upon
the anticipated closing of the Private Placements on or about October 2, 2025 and the transactions contemplated thereby, the predominant
business activity of the Company will be the Company’s digital asset treasury strategy, which is focused on the ATH token. Aethir
is a leading decentralized physical infrastructure network developed by DCI that provides a decentralized graphics processing unit (“GPU”)
network, which connects producers and consumers of GPU compute power at enterprise scale, supporting applications such as artificial
intelligence computation, gaming and cloud workloads.
ATH,
the native token of the Aethir network, is a utility token used for GPU rentals, staking, validation and the provision of ecosystem rewards
on the Aethir network. ATH functions as a proxy for a unit of GPU compute power and serves as a medium of exchange and unit of incentives
for participants in the Aethir network. Participants in the Aethir network can generate yield or other rewards by staking or lending
ATH or by otherwise serving as a source of ATH liquidity. On September 26, 2025, the price of ATH was $0.0613, based on the price of
ATH reported on the Coinbase exchange as of 4:00 p.m. ET on such date.
Pursuant
to its Aethir digital asset treasury strategy, the Company intends to acquire additional ATH in the open market and to earn yield on
its ATH treasury holdings by engaging in ATH staking and other activities. As a holder of ATH, the Company would accrue unrealized gains
from any appreciation (or would be subject to unrealized losses from any depreciation) in the value of ATH tokens, which trade on various
cryptocurrency exchanges. The Company’s digital asset treasury strategy will be overseen by a special committee to be constituted
by the Board, as well as a new Chief Investment Officer expected to be appointed by the Board at the Closing Date, who will report to
such committee, and will be implemented by DNA pursuant to the Asset Management Agreement and Strategic Advisor Agreement. DNA will be
permitted to stake and/or lend ATH in the Company’s treasury.
In
connection with the Private Placements and related transactions described herein, the Company is filing certain supplemental risk factors
pertaining to its digital asset treasury business to revise and update disclosures contained in the Company’s prior public filings,
including those discussed under the heading “Item 1A. Risk Factors” in (i) the Company’s Annual Report on Form 10-K
for the year ended December 31, 2024, filed with the Commission on March 31, 2025, (ii) the Company’s Quarterly Report on Form
10-Q for the quarter ended March 31, 2025, filed with the Commission on May 14, 2025, and (iii) the Company’s Quarterly Report
on Form 10-Q for the quarter ended June 30, 2025, filed with the Commission on August 13, 2025. The supplemental updated risk factors
are filed herewith as Exhibit 99.3 and are incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. This Current Report on Form 8-K also includes express
and implied forward-looking statements regarding the Company’s current expectations, estimates, opinions and beliefs that are not
historical facts. Such forward-looking statements may be identified by words such as “believes,” “expects,” “endeavors,”
“anticipates,” “intends,” “plans,” “estimates,” “projects,” “should”
and “objective” and the negative and variations of such words and similar words. These statements are made on the basis of
current knowledge and, by their nature, involve numerous assumptions and uncertainties. Nothing set forth herein should be regarded as
a representation, warranty or prediction that we will achieve or are likely to achieve any particular future result. Actual results may
differ materially from those indicated in the forward-looking statements because the realization of those results is subject to many
risks and uncertainties, including the risk that the proposed transactions described herein may not be completed in a timely manner or
at all; the failure to realize the anticipated benefits of the Private Placements and related transactions, including the Company’s
proposed digital asset treasury strategy; economic conditions, fluctuations in the market price of ATH and other digital assets; the
impact on the Company’s business of the evolving regulatory environment; the ability of the Company to execute on its digital asset
treasury strategy; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally
as well as those risks and uncertainties identified under the heading “Risk Factors” in the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2024, Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and Quarterly
Report on Form 10-Q for the quarter ended June 30, 2025, and other information the Company has or may file with the Commission, including
those disclosed under Item 8.01 of this Current Report on Form 8-K. Forward-looking statements contained in this Current Report on Form
8-K are made as of the date of this Current Report on Form 8-K, and the Company undertakes no duty to update such information except
as required under applicable law.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description of Exhibit |
| 3.1 |
Amendment No. 2 to the
Second Amended and Restated Bylaws of the Company, effective as of September 26, 2025 |
| 4.1 |
Form of Cash Pre-Funded Warrant |
| 4.2 |
Form of Cryptocurrency Pre-Funded Warrant |
| 4.3 |
Form of Placement Agent Warrant |
| 4.4 |
Form of Strategic Advisor Warrant |
| 10.1 |
Form of Cash Securities Purchase Agreement |
| 10.2 |
Form of Cryptocurrency Securities Purchase Agreement |
| 10.3 |
Form of Registration Rights Agreement |
| 10.4 |
Form of Lock-up Agreement |
| 10.5 |
Side Letter |
| 10.6 |
Form of Strategic Advisor Agreement |
| 10.7 |
Form of Asset Management Agreement |
| 99.1 |
Press Release, dated September 29, 2025 |
| 99.2 |
Investor Presentation |
| 99.3 |
Supplemental Risk Factors |
| 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:
September 29, 2025 |
By:
|
/s/
Josh Blacher |
|
|
Josh
Blacher |
|
|
Interim
Chief Financial Officer |
|
|
|
