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 25, 2019

 

Predictive Oncology Inc.

(Exact name of registrant as specified in charter)

 

Delaware 001-36790 83-4360734
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

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):

 

☐     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 14-2(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))

  

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: 

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.01 par value POAI Nasdaq Capital Market

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 25, 2019, the Certificate of Incorporation of Predictive Oncology Inc. (the “Company”) was amended to effect a reverse stock split of the outstanding shares of its common stock at a ratio of one-for-ten (1:10). The amendment was effective October 28, 2019; however, the reverse stock split will be effective for purposes of the stock market as of the opening of trading on October 29, 2019.

 

The foregoing summary of the amendment is qualified in all respects by the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by this reference.

 

Item 8.01 Other Events.

 

The reverse stock split of the outstanding shares of the Company’s common stock, at a ratio of one-for-ten (1:10), will be effective for purposes of the stock market as of the opening of trading on October 29, 2019.

 

Item 9.01 Financial Statements and Exhibits.
   
(d) Exhibits.

 

Exhibit
No.

 

Description

     
3.1   Certificate of Amendment to the Certificate of Incorporation, filed October 25, 2019

 

 

 

 

 

 

 

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 28, 2019

 

  PREDICTIVE ONCOLOGY INC.
       
  By:   /s/ Bob Myers  
    Bob Myers
    Chief Financial Officer

 

 

 

 

 

 

 

 

 

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