1
|
NAMES OF REPORTING PERSONS: Robert D. Keyser, Jr.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (SEE INSTRUCTIONS):
(a) ☐
(b)
☒
|
3
|
SEC USE ONLY:
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): OO (See Item 3)
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION: United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER: 59,511 shares of Common Stock (See Item 5 for additional information).
|
8
|
SHARED VOTING POWER: 75,144 shares of Common Stock (See Item 5 for additional information).
|
9
|
SOLE DISPOSITIVE POWERS: 59,511 shares of Common Stock (See Item 5 for additional information).
|
10
|
SHARED DISPOSITIVE POWER: 75,144 shares of Common Stock (See Item 5 for additional information).
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON:
134,655 shares of Common Stock (See Item 5
for additional information).
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11):
2.38% of the Company’s outstanding Common
Stock
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IN
|
1
|
NAMES
OF REPORTING PERSONS: Dawson James Securities, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 20-0161722
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ☐
(b)
☒
|
3
|
SEC
USE ONLY:
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS): OO (See Item 3)
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): ☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: Florida
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER: 70,978 shares of Common Stock (See Item 5 for additional information relating).
|
8
|
SHARED
VOTING POWER: 0 shares of Common Stock (See Item 5 for additional information relating).
|
9
|
SOLE
DISPOSITIVE POWERS: 70,978 shares of Common Stock (See Item 5 for additional information relating).
|
10
|
SHARED
DISPOSITIVE POWER: 0 shares of Common Stock (See Item 5 for additional information).
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
70,978
shares of Common Stock (See Item 5 for additional information).
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.267%
of the Company’s outstanding Common Stock
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS): CO
|
1
|
NAMES OF REPORTING PERSONS: Auxol Capital LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 27-3459300
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) ☐
(b) ☒
|
3
|
SEC
USE ONLY:
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS): OO (See Item 3)
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): ☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION: Florida
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER: 4,166 shares of Common Stock (See Item 5 for additional information).
|
8
|
SHARED VOTING POWER: 0 shares of Common Stock (See Item 5 for additional information).
|
9
|
SOLE DISPOSITIVE POWERS: 4,166 shares of Common Stock (See Item 5 for additional information).
|
10
|
SHARED DISPOSITIVE POWER: 0 shares of Common Stock (See Item 5 for additional information).
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,166 shares of Common Stock (See Item 5 for additional information).
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.07% of the Company’s outstanding Common Stock
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): IV
|
Explanatory
Note: This amendment to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D filed by
the Reporting Person with the Securities and Exchange Commission (the “SEC”) on April 24, 2019 (the “Original
Filing”), and subsequently amended on October 16, 2019 (the “Amendment No. 1” and together with the Original
Filing, the “Schedule 13D”. Except as amended and supplemented hereby, the Schedule 13D remains in full force and
effect. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Schedule 13D.
On
October 25, 2019, the Company effected a one-for-ten reverse stock split of the Company issued and outstanding securities (the
“Reverse Split”), effective for trading purposes on October 29, 2019. Unless otherwise noted, all presentations in
this Amendment No. 2 are reflected on a post-Reverse Split basis.
This
Amendment No. 2 amends certain disclosures included in Items 3 and 5 as set forth below. As set forth below, as a result of the
transactions described herein, each of the Reporting Persons ceased to be the beneficial owner of more than 5% percent of the
Common Stock. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing
for the Reporting Persons.
Item
1.
|
Security
and Issuer.
|
The
title and class of equity securities to which this Schedule 13D relates is common stock, par value $0.01 per share (“Common
Stock”), of Predictive Oncology Inc. (formerly Precision Therapeutics, Inc.), a Delaware corporation (together with
its predecessor companies, the “Company”). The Company’s principal executive offices are located at 2915
Commers Drive, Suite 900, Eagan, Minnesota 55121.
Item
2.
|
Identity
and Background.
|
(a)-(c)
This report is being filed by Robert D. Keyser, Jr. (“Robert Keyser”), Dawson James Securities, Inc.
(“Dawson”), and Auxol Capital LLC (“Auxol”) (“Dawson James,” and
“Auxol Capital,” together with “Robert Keyser,” the “Reporting
Persons”).
Robert
Keyser’s is employed as Chief Executive Officer and a director of Dawson. His business address is c/o Dawson James Securities,
Inc., 1 North Federal Highway, 5th Floor, Boca Raton, FL 33432.
Dawson
James is a Florida corporation. Its principal business is investment banking; it is a registered securities broker-dealer. The
principal executive offices of Dawson James are located at 1 North Federal Highway, 5th Floor, Boca Raton, FL 33432.
Robert Keyser beneficially holds 52.8% of the outstanding securities of Ark Financial Services, Inc., a Delaware corporation,
which, in turn, beneficially holds 100% of the outstanding securities of Dawson James.
Auxol
Capital, a Florida limited liability company, is an investment fund. The principal executive offices of Auxol Capital are located
at 570 Ocean Drive, #201, Juno Beach, FL 33408. Robert Keyser beneficially holds 50% of the outstanding securities of Auxol Capital
and is a Managing Member of this entity.
(d)-(e)
None of Robert Keyser, Dawson James or Auxol has, during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding
any violation of such laws.
(f)
Robert Keyser is a citizen of the Unites States. Dawson James is a corporation formed under the laws of the State of Florida.
Auxol Capital is a limited liability company formed under the laws of the State of Florida.
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
On
April 4, 2019, the Company completed the business combination of Helomics Acquisition, Inc., a wholly-owned subsidiary of Precision
(“Merger Sub”), with Helomics Holding Corporation (“Helomics”) in accordance with the terms
of the Amended and Restated Agreement and Plan of Merger, dated as of October 26, 2018 (as amended, the “Merger Agreement”).
Pursuant to the terms of the Merger Agreement, the parties to the Merger Agreement consummated a forward-triangular merger, whereby
Helomics merged with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of Precision (the
“Merger”). Prior to consummation of the Merger, Precision held 25% of the outstanding voting stock of Helomics;
effective on the effective date, Precision acquired ownership of 100% of the capital stock of Helomics, which is now a wholly
owned subsidiary of Precision.
As
consideration for the Merger, on the Effective Date and at the effective time of the Merger, all outstanding shares of Helomics
not already held by Precision were converted into the right to receive a proportionate share of 4.0 million shares of newly-issued
shares of the Common Stock and 3.5 million shares of newly-issued Series D preferred stock of the Company (“Series D
Preferred Stock” and, together with Common Stock, “Merger Shares”). In accordance with the Merger
Agreement, and pursuant to an Offer to Exchange dated February 13, 2019 and included in Precision’s Form S-4 Registration
Statement under the Securities Act of 1933, as filed with the United States Securities and Exchange Commission on January 24,
2019 (SEC File No. 333-228031) (the “Registration Statement”), Precision made an offer to issue (the “Exchange
Offer”) to holders of certain promissory notes of Helomics (the “Helomics Notes Payable”) and accompanying
warrants to purchase Helomics common stock (the “Helomics Warrants”) (a) shares of Common Stock of Precision
in exchange for the tendered Helomics Notes Payable and (b) warrants to purchase shares of Common Stock of Precision at an exercise
price of $1.00 per share (“Precision Warrants”) in exchange for the Helomics Warrants held by such holders.
The issuance occurred on the Effective Date and at the effective time of the Merger. In connection with the Exchange Offer, Precision
issued an aggregate 8,637,323 (or 86,373 shares of Common Stock on a post-Reverse Stock basis) shares of Common Stock of Precision
to the holders of the Helomics Notes Payable, which such amount is equal to all of the outstanding principal and accrued and unpaid
interest on all of the Helomics Notes Payable, calculated as of the Effective Date, divided by $1.00 per share of Common Stock.
Additionally,
in connection with the Exchange Offer, Precision issued an aggregate 14,245,063 Precision Warrants to (a) all holders of Helomics
Notes Payable who accepted the Exchange Offer and (b) three holders of Helomics Notes Payable who did not accept the Exchange
Offer, but executed a note extension agreement with Precision, pursuant to which such holders agreed to accept the terms of the
Exchange Offer with respect to their Helomics Warrants. The amount of Precision Warrants issued was determined according to the
following formula: 0.6 multiplied by all Helomics Warrants held by a tendering holder of Helomics Warrants. In addition, Precision
issued an aggregate 597,000 warrants to purchase Precision Common Stock at an exercise price of $0.01 per share in exchange for
995,000 warrants to purchase Helomics Common Stock at an exercise price of $0.01per share. None of the amounts referenced in this
paragraph are adjusted to reflect the effects of the Reverse Split.
On October 10, 2019, Robert
Keyser purchased 50,000 shares of Common Stock at $0.4708 per share. On February 5, 2020, Robert Keyser sold 10,000 shares of Common
Stock at $4.32 per share and 5,000 shares at $4.75 per share. On March 9, 2020, he sold another 5,800 shares of Common Stock at
$2.32 per share, and on March 12, 2020, Robert Keyser sold 17,124 shares of Common Stock at $3.62 per share, and a total of 38,480
shares at various prices ranging from $2.60 to $4.20 per share. Following these dispositions, Robert Keyser holds 6,500 shares
of Common Stock as of the date of this filing.
On
October 10 and 11, 2019, Auxol Capital purchased 77,930 and 5,000 shares of Common Stock at $0.4708 and $0.44 per share, respectively.
On March 12, 2020 Auxol Capital sold 19,888 shares of Common Stock at $3.62 per share. Following the foregoing transactions, Auxol
Capital holds 4,166 shares of Common Stock as of the date of this filing.
On February 5, 2020, Dawson
James sold 10,000 shares of Common Stock at $4.32 per share. On March 12, 2020, Dawson James sold 12,959 shares at $3.62 per share,
15,000 shares at $4.59 per share, 5,000 shares at $2.26 per share, and 87,691 shares at $3.62 per share. Following the foregoing
transactions, Dawson James holds 30,503 shares of Common Stock as of the date of this filing.
The
foregoing purchases were open market purchases paid out of personal funds of each Reporting Person.
Item
4.
|
Purpose
of Transaction.
|
Information
set forth in Items 3 and 5 is incorporated herein by reference.
The
Reporting Persons beneficially hold the shares of Common Stock described herein for investment purposes following and as a result
of the Merger transaction described in Item 3 above. The Reporting Persons may make additional purchases for investment purposes
from time to time, directly or otherwise. The Reporting Persons may, individually or jointly, in the future make proposals or
offer input on proposals with respect to the matters set forth in (a) through (j) of Item 4 of Schedule 13D. Except as set forth
above, none of the Reporting Persons has current plans or proposals with respect to any of the matters set forth in paragraphs
(a) through (j) of Item 4 of Schedule 13D.
Item
5.
|
Interest
in Securities of the Issuer.
|
Information
set forth in Item 3 is incorporated herein by reference.
(a)-(d)
The calculations in this Item are based upon 5,557,718 shares of Common Stock issued and outstanding as of March 18, 2020.
Such calculations are made pursuant to Rule l3d-3 promulgated under the Securities Act of 1933, as amended to date. Robert Keyser
may be deemed to have indirect beneficial ownership of the shares of Common Stock directly and/or beneficially owned by Dawson,
Ark Financial and/or Auxol Capital.
Reporting Person
|
|
Amount of Common Stock Beneficially Owned
|
|
% of
Class
|
|
|
Sole Power to Vote or Direct the Vote
|
|
|
Shared Power to Vote or Direct the Vote
|
|
|
Sole Power to Dispose or to Direct the Disposition
|
|
|
Shared Power to Dispose or to Direct the Disposition
|
|
Robert D. Keyser, Jr.
|
|
134,655 shares of Common Stock (1)
|
|
|
2.38
|
%
|
|
|
59,511
|
|
|
|
75,144
|
|
|
|
59,511
|
|
|
|
75,144
|
|
Dawson James Securities, Inc.
|
|
70,978 shares of Common Stock (2)
|
|
|
1.27
|
%
|
|
|
70,978
|
|
|
|
-
|
|
|
|
70,978
|
|
|
|
-
|
|
Auxol Capital LLC
|
|
4,166 shares of Common Stoc
|
|
|
0.07
|
%
|
|
|
4,166
|
|
|
|
-
|
|
|
|
4,166
|
|
|
|
-
|
|
(1)
|
The foregoing calculation includes shares of 6,500 Common
Stock, 52,369 shares of Common Stock issuable upon conversion of the Series D Preferred Stock and 642 shares of Common Stock issuable
upon exercise of the common stock purchase warrants (see Item 3 for additional information).
|
(2)
|
The foregoing
calculation includes 30,503 shares of Common Stock and 40,475 shares of Common Stock issuable upon exercise of the common
stock purchase warrants (see Item 3 for additional information).
|
Robert
Keyser’s beneficial holdings of Common Stock include:
(i)
direct ownership of 6,500 shares of Common Stock, 52,369 shares of Common Stock issuable upon conversion of the Series D
Preferred Stock, and 642 shares of Common Stock issuance upon exercise of warrants with an exercise price of $.01 and
exercisable between April 18, 2018 and April 17, 2023 (the “Warrants”), both of which shares and Warrants
are directly owned by such Reporting Person, (ii) indirect ownership of 30,503 shares of Common Stock and 40,475 shares of
Common Stock issuance upon exercise of Warrants, both of which shares and Warrants are owned by Dawson James, and (iii)
indirect ownership of 4,166 shares of Common Stock owned by Auxol Capital.
Dawson
James’ beneficial holdings of Common Stock include ownership of 30,503 shares of Common Stock and 40,475 shares of
Common Stock issuance upon exercise of Warrants.
Auxol
Capital’s beneficial holdings of Common Stock include ownership of 4,166 shares of Common Stock.
Other
than the transactions described under Item 3 and as described below, the Reporting Persons have not effected any transactions
in the securities of the Company in the past sixty days.
On
March 27, 2019, the Company entered into a Placement Agency Agreement with Dawson James pursuant to which Dawson James served
as placement agent on a “best efforts” basis for a registered direct offering in which the Company sold 1,478,750
shares of Common Stock and warrants to purchase up to 739,377 shares of Common Stock (the “Offering”). The
Common Stock and warrants were sold in units (the “Units”), with each Unit consisting of one share of Common
Stock and a warrant to purchase 0.5 of a share of our Common Stock at an exercise price of $1.00 per whole share. The warrants
are exercisable at any time on or after the date of issuance and expire on the fifth anniversary of issuance. The Units were sold
at a price of $0.80 per Unit, resulting in gross proceeds to the Company of $1.183 million, before deducting placement agent fees
and estimated offering expenses. The net offering proceeds to the Company, after deducting the placement agent’s fees and
other estimated offering expenses payable by the Company, are expected to be approximately $1.02 million. The closing of the Offering
occurred on March 29, 2019. Pursuant to the Placement Agency Agreement, the Company agreed to pay Dawson James a cash fee equal
to 8% of the aggregate purchase price of the Units sold. The Company also agreed to reimburse Dawson James for its expenses in
connection with this offering, up to $30,000, and agreed to reimburse its reasonable “blue sky” fees and expenses,
of $5,000. The Placement Agency Agreement contains indemnification, representations, warranties, conditions precedent to closing
and other provisions customary for transactions of this nature. Also pursuant to the Placement Agency Agreement, the Company,
in connection with the offering, entered into Unit Purchase Option agreements, dated as of March 29, 2019, pursuant to which the
Company granted Dawson James or its assigns the right to purchase from the Company up to an aggregate of 73,937 Units (which represents
5% of the Units sold to investors in the Offering) at an exercise price equal to 125% of the public offering price of the Units
in the offering, or $1.00 per Unit. The Unit Purchase Options will expire on March 27, 2024. 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.
On
October 1, 2019, the Company entered into another Placement Agency Agreement with Dawson James (the “October 2019 Placement
Agency Agreement”) pursuant to which Dawson James and Paulson Investment Company, LLC served as placement agents on a “best
efforts” basis for a public offering in which the Company sold 6,335,537 shares of the Common Stock. The closing of this
offering occurred on October 4, 2019. Pursuant to the October 2019 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
agents 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 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 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.
The
Reporting Persons affirm that no other person has the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of the Common Stock beneficially owned by the Reporting Persons reported herein.
(e)
Not applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Other
than as described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the
Reporting Person and any other person with respect to any securities of the Company, including, but not limited to, the transfer
or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss, or the giving or withholding of proxies or any pledge or contingency, the occurrence
of which would give another person voting or investment power over the securities of the Company.
Item
7.
|
Material
to be filed as Exhibits.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
March 26, 2020
|
/s/
Robert D. Keyser, Jr.
|
|
Robert
D. Keyser, Jr.
|
|
|
|
Dawson
James Securities, Inc.
|
|
|
|
|
By:
|
/s/
Robert D. Keyser, Jr.
|
|
|
Name:
Robert D. Keyser, Jr.
|
|
|
Title:
Chief Executive Officer
|
|
|
|
|
Auxol
Capital LLC
|
|
|
|
|
By:
|
/s/
Robert D. Keyser, Jr.
|
|
|
Name:
Robert D. Keyser, Jr.
|
|
|
Title:
Managing Member
|
10