Item 4.01 Changes in Registrant’s Certifying Accountant.
Dismissal of Independent Registered Public Accounting Firm.
On April 24, 2020, Predictive Oncology
Inc. (the “Company”) dismissed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent
registered public accounting firm in connection with auditing the Company’s financial statements commencing fiscal year 2020.
The reports of Deloitte on the Company’s
audited consolidated financial statements for the two most recent fiscal years ended December 31, 2019 and 2018 (the “Deloitte
Reports”) did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. The Deloitte Reports did, however, include an explanatory paragraph related to the substantial
doubt about the Company’s ability to continue as a going concern. During the Company’s two most recent fiscal years
ended December 31, 2019 and 2018, and during the subsequent interim period preceding Deloitte’s dismissal, there were no
disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosures, or auditing scope
or procedures, which disagreements, if not resolved to the satisfaction of Deloitte would have caused Deloitte to make reference
to the subject matter of the disagreements in connection with the Deloitte Reports.
As disclosed in the Company’s Form
10-K for the year ended December 31, 2019 (the “2019 10-K”), in connection with its evaluation of the effectiveness
of its internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) as of
December 31, 2019, the Company concluded that its internal control over financial reporting was not effective as of December 31,
2019 due to a material weakness. In particular, management determined that the Company has not maintained adequate accounting resources
with a sufficient understanding of U.S. GAAP to allow the Company to properly identify and account for new complex transactions.
The Company’s activities to remediate this material weakness are disclosed in the 2019 10-K. Deloitte discussed this material
weakness with the Audit Committee of the Board of Directors of the Company. The Company authorized Deloitte to respond fully to
the inquiries by the successor independent registered public accounting firm concerning this material weakness.
The Company provided Deloitte with a copy
of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested
that Deloitte furnish the Company with a letter addressed to the SEC stating whether or not Deloitte agrees with the above statements.
A copy of the letter from Deloitte dated April 30, 2020 is filed with this Current Report on Form 8-K as Exhibit 16.1.
Engagement of New Independent Registered Public Accounting
Firm.
On April 24, 2020, the Company’s
Audit Committee and the Board of Directors approved the engagement of Baker Tilly Virchow Krause, LLP (“Baker Tilly”)
as the Company’s new independent registered public accounting firm to audit the Company’s financial statements commencing
fiscal year 2020, subject to Baker Tilly’s completion of its customary client acceptance procedures.
During the two most recent fiscal years
ended December 31, 2019 and December 31, 2018 and during the subsequent interim period from January 1, 2020 through April 1, 2020,
the Company consulted with Baker Tilly on the following services, all of which were delivered related to the audit closing process
of the Company for the year ended December 31, 2019:
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Consulting services related to memoranda on reporting units and segment
reporting for the year ended December 31, 2019;
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Consulting services and preparation of memoranda related to accounting
for goodwill and intangible assets post acquisition for the year ended December 31, 2019 and including goodwill impairment analysis
for the year ended December 31, 2019;
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Consulting services and preparation of memoranda related to complex
debt transactions for the year ended December 31, 2019; and
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Consulting services related to determination of debt extinguishment
or debt modification for the year ended December 31, 2019.
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Other than the matters described above, neither the Company,
nor anyone acting on its behalf, consulted with Baker Tilly on (i) any matters regarding the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the
Company’s consolidated financial statements, and no written report or oral advice was provided to the Company that Baker
Tilly concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial
reporting issue, or (ii) any matter that was the subject of any disagreement (as described in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions thereto) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).