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

Rhea-AI Filing Summary

Predictive Oncology Inc. (POAI) reports that it believes it has regained compliance with Nasdaq’s minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. The company cites stockholders’ equity in excess of $2.5 million following the closing of two private investment in public equity (PIPE) transactions on October 7, 2025. These PIPE deals provided an aggregate of approximately $343.5 million, including about $50.8 million in cash and approximately $292.7 million in notional value of in-kind contributions of certain crypto assets, which the company states represent a discounted value of about $173.3 million. This capital and asset infusion is the basis for the company’s view that it satisfies Nasdaq Listing Rule 5550(b)(1).

Insights

Equity & Listing Standards Analyst

POAI uses large PIPE financing to support Nasdaq equity compliance.

Predictive Oncology previously disclosed that Nasdaq found it out of compliance with the stockholders’ equity requirement under Listing Rule 5550(b)(1). The company now states that, after two PIPE transactions closed on October 7, 2025, its stockholders’ equity exceeds $2.5 million, which is the threshold for this rule.

The PIPEs provided an aggregate of approximately $343.5 million, split between roughly $50.8 million in cash and about $292.7 million in notional value of in-kind contributions of certain crypto assets, with a disclosed discounted value of approximately $173.3 million. These amounts, as described, form the basis for the company’s belief that it now meets Nasdaq’s equity standard.

Maintaining a Nasdaq Capital Market listing can be important for trading liquidity and investor access, and this disclosure focuses on that listing standard. Subsequent company communications may provide more detail on how the crypto assets are valued and reflected in equity over future reporting periods.

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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): November 20, 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. ☐

Item 8.01. Other Events.

As previously reported, on November 20, 2024, Predictive Oncology Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”).

As also previously reported, on October 7, 2025, the Company closed two private investment in public equity (“PIPE”) transactions and received an aggregate of approximately $343.5 million, including approximately $50.8 million in cash and approximately $292.7 million in notional value of in-kind contributions of certain crypto assets, representing a discounted value of approximately $173.3 million.

As of the date of this Current Report on Form 8-K, the Company believes it has regained compliance with the Stockholders’ Equity Requirement, as its stockholders’ equity is in excess of $2.5 million following the closing of the PIPE transactions.

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: November 20, 2025		By:   /s/ Josh Blacher
		Josh Blacher
		Chief Financial Officer