Current Report Filing (8-k)
September 16 2020 - 4:05PM
Edgar (US Regulatory)
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): September 14, 2020
Predictive
Oncology Inc.
(Exact name of Registrant as Specified
in its Charter)
Delaware
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001-36790
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33-1007393
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2915 Commers Drive, Suite 900
Eagan, Minnesota
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55121
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (651) 389-4800
Former Name or Former Address, if Changed
Since Last Report: Not Applicable
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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:
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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Effective on September 14, 2020 (the “Effective
Date”), Predictive Oncology Inc. (the “Company”) amended the terms of warrants (the “Warrants”) to
purchase up to 1,424,506 shares of the Company’s common stock, par value $0.01 per share (the “Warrant Shares”),
which were issued to certain holders in connection with the Company’s merger transaction (the “Merger”) with
Helomics Holding Corporation (“Helomics”) on April 4, 2019. The Effective Date was the effective date of a post-effective
amendment (the “Amendment”) to the Company’s Registration Statement on Form S-4 (File No. 333-228031), which
registered the issuance of the Warrant Shares upon exercise of the Warrants. On the Effective Date, the Company notified the holders
of the Warrants that the Company will accept an exercise price therefor of $0.845, equal to the last reported per share price of
Common Stock on the Nasdaq Capital Market on September 11, 2020, amended from the original exercise price of $10.00 per share (as
adjusted for a one-for-ten (1:10) reverse stock split that was effective on October 29, 2019). The Warrants were issued on April
4, 2019 to holders of warrants in Helomics that accepted an exchange offer related to the Merger; the Warrants expire on April
4, 2024.
The foregoing description of the material
terms of the Warrants is not complete and is qualified in its entirety by reference to the full text of the form thereof, a copy
of which is incorporated by reference as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PREDICTIVE ONCOLOGY inc.
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By:
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/s/ Bob Myers
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Name: Bob Myers
Title: Chief Financial Officer
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September 16, 2020
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