Current Report Filing (8-k)
October 10 2019 - 4:46PM
Edgar (US Regulatory)
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): October 1, 2019
Predictive Oncology Inc.
(Exact name of registrant as specified in charter)
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Delaware
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001-36790
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83-4360734
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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2915 Commers Drive, Suite 900
Eagan, Minnesota 55121
(Address of principal executive offices)
(651) 389-4800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed from 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 (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b)
of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.01 par value
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POAI
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Nasdaq Capital Market
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Item 1.01
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Entry into a Material Definitive Agreement.
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On October 1, 2019, Predictive Oncology Inc. (“Predictive”
or the “Company”), entered into a Placement Agency Agreement (the “Placement Agency Agreement”)
pursuant to which Dawson James Securities, Inc. and Paulson Investment Company, LLC served as placement agents on a “best
efforts” basis (the “Placement Agents”) for a public offering in which the Company sold 6,335,537 shares
of the Company’s common stock (“Common Stock”) (the “Offering”).
The Common Stock was sold at a price of $0.50 per share, resulting
in gross proceeds to the Company of $3,167,769, before deducting placement agent fees and estimated offering expenses. The net
offering proceeds to the Company, after deducting the Placement Agents’ fees and other estimated offering expenses payable
by the Company, were approximately $2.88 million.
The closing of the Offering occurred on October 4, 2019.
Pursuant to the Placement Agency Agreement, the Company agreed to
pay the Placement Agents a cash fee equal to 9% of the aggregate purchase price of the Units sold. The Company also agreed to reimburse
the Placement Agent for certain expenses in connection with the Offering, up to $35,000. In addition, the Company granted warrants
to the Placement Agents to purchase up to 633,553 shares of common stock, equal to 10% of the aggregate number of shares of common
stock sold in the Offering. The warrants have an exercise price of $0.625 (or 125% of the public offering price per share) include
a cashless exercise provision and will have piggy-back registration rights.
The Placement Agency Agreement contains indemnification, representations,
warranties, conditions precedent to closing and other provisions customary for transactions of this nature.
The securities in the Offering were offered and sold pursuant to
the Company’s “shelf” registration statement (File No. 333-213766), which was declared effective by the United
States Securities and Exchange Commission on October 4, 2016. A copy of the Maslon LLP’s legal opinion relating to the legality
of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 to this report.
The Placement Agency Agreement and form of warrant are filed as Exhibits
1.1, 4.1 and 4.2, respectively, and are incorporated into this Item 1.01 by reference. The foregoing description of such documents
is qualified in its entirety by reference to the full text thereof. The representations, warranties and covenants contained in
the Placement Agency Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit
of the parties to such agreements. The press releases announcing the Offering and the pricing of the Offering are attached hereto
as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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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.
Date: October 10, 2019
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PREDICTIVE ONCOLOGY INC.
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By:
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/s/ Bob Myers
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Bob Myers
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Chief Financial Officer
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