M&A - Predictive Oncology Inc.

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Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Merger

Type: Update

Accession Number: 000117184325001863

Filing Summary: Predictive Oncology Inc. has entered into a merger agreement with Renovaro, Inc. The merger aims to enhance Predictive's capabilities in developing optimal cancer therapies through the integration of Renovaro's resources. This strategic move is anticipated to provide substantial benefits, although there are risks regarding the merger's completion timeline and potential impacts on the company's stock performance. Current financial risks include substantial doubt about the company's ability to continue as a going concern without additional financing. The merger is part of a broader strategy to improve financial stability and expand product offerings through innovation in artificial intelligence applications for cancer therapy. The company also highlighted other risks, including operational challenges and regulatory hurdles that could affect its future development initiatives.

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Additional details:

Cancellations: None


Merger Date: 2025-03-31


Parties Involved: Predictive Oncology Inc. and Renovaro, Inc.


Financial Concerns: Substantial doubt about ability to continue as a going concern.


Ai Use Risks: Potential issues with AI predictions affecting business.


Capital Needs: Need for additional financing to achieve strategic goals.


Management Distraction: Possibility of management attention diversion due to merger.


Market Impact: Possible negative effects on stock trading price due to merger.


Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Acquisition

Type: New

Accession Number: 000117184325001586

Filing Summary: On March 14, 2025, Predictive Oncology Inc. entered into an asset purchase agreement with DeRoyal Industries, Inc. to sell and assign assets and liabilities related to its business of providing products for automated, direct-to-drain medical fluid disposal, including the STREAMWAY® product line. The assets sold include inventories, trademarks, intellectual property, permits, contracts, and tangible personal property. The total purchase price for the assets was $625,000, along with the assumption of certain liabilities. The transaction included customary post-closing covenants. On March 20, 2025, the Company announced the agreement via a press release.

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Additional details:

Asset Purchase Price: 625000


Buyer Name: DeRoyal Industries, Inc.


Business Type: automated, direct-to-drain medical fluid disposal


Seller Subsidiary Name: Skyline Medical Inc.


Location Of Property: 2915 Commers Drive Suite 900 Eagan, MN 55121


Form Type: 425

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: Update

Accession Number: 000117184325001283

Filing Summary: On February 28, 2025, Predictive Oncology Inc. entered into an extension agreement with Renovaro, Inc. regarding a previously disclosed acquisition. The agreement amended the original letter of intent to eliminate Renovaro's obligation to acquire certain shares of Predictive Oncology and extended the termination date of the letter of intent from February 28, 2025, to March 31, 2025. Renovaro is acquiring 467,290 shares of Predictive Oncology's common stock for $500,000 and intends to purchase an additional 901,298 shares for $964,389 upon execution of a definitive agreement related to the acquisition. The document discusses the filing of relevant materials with the SEC, including a Registration Statement on Form S-4 and a preliminary proxy statement that will provide further details regarding the proposed transaction.

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Additional details:

Letter Of Intent Date: 2025-01-01


Extension Agreement Date: 2025-02-28


Acquisition Shares: 467290


Acquisition Price: 500000


Additional Shares: 901298


Additional Price: 964389


Termination Date: 2025-03-31


Form Type: 8-K

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: Update

Accession Number: 000117184325001284

Filing Summary: Predictive Oncology Inc. entered into a binding letter of intent with Renovaro, Inc. for the acquisition of Predictive Oncology's capital stock. An extension agreement was signed on February 28, 2025, which amended the original letter of intent to remove certain obligations regarding share acquisitions and extended the termination date from February 28, 2025, to March 31, 2025. Renovaro agreed to acquire 467,290 shares for $500,000 and an additional 901,298 shares for $964,389 contingent on a definitive agreement. A press release was issued on March 3, 2025, detailing this extension agreement. Relevant materials will be filed with the SEC, including a Form S-4 registration statement, indicating that this is a proposed acquisition transaction. Investors are advised to read the definitive proxy statement/prospectus and related documents when available, as they will contain important information regarding the transaction.

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Additional details:

Item 1: Predictive Oncology, Inc.


Item 2: Renovaro, Inc.


Item 3: 467290


Item 4: 500000


Item 5: 901298


Item 6: 964389


Item 7: February 28, 2025


Item 8: March 31, 2025


Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: New

Accession Number: 000117184325000051

Filing Summary: 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


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