M&A: Predictive Oncology Inc.

Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: New

Accession Number: 000117184325000051

Comments: Predictive Oncology Inc. announced a binding letter of intent with Renovaro, Inc. for the acquisition of Predictive Oncology by Renovaro. The agreement includes a merger in which Predictive Oncology shareholders will receive Renovaro's newly created preferred stock in a 1:1 exchange for their existing common stock. The preferred stock will be redeemable for $3.00 per share after 18 months and can also be converted to registered Renovaro common stock at a 1:1 ratio based on trading conditions. Renovaro will also purchase up to 2.33 million shares of Predictive Oncology’s common stock if certain warrants are not exercised prior to January 15, 2025. The merger depends on Renovaro raising a minimum of $15 million and gaining formal approval from Predictive Oncology’s shareholders. If the acquisition doesn’t receive shareholder approval after funding, Renovaro will obtain a two-year exclusive license to Predictive Oncology’s biobank.

Document Link: View Document

Additional details:

Item 1: item 1.01


Item 2: item 9.01


Merger Terms: binding letter of intent


Shareholder Exchange Ratio: 1:1


Preferred Stock Redeemable Value: $3.00


Preferred Stock Conversion Condition: traded at or above $4.50 for 30 consecutive days


Warrant Terms: purchase 2.33 million shares at $1.07


Minimum Fundraising: $15 million


Shareholder Approval Required: true


Exclusive License Terms: two-year exclusive royalty-free license