Predictive Oncology Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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On March 14, 2025, Predictive Oncology Inc. a Delaware corporation (“Predictive Oncology” or the “Company”), entered into an asset purchase agreement (the “Agreement”) and closed the transactions contemplated therein with DeRoyal Industries, Inc., a Tennessee corporation (“DeRoyal”), to sell and assign to DeRoyal assets and liabilities exclusively related to the business of providing products for automated, direct-to-drain medical fluid disposal, including the Company’s STREAMWAY® product line (the “Business”). These assets were operated by the Company’s wholly owned subsidiary, Skyline Medical Inc. (“Skyline Medical”) and were reported in the Company’s Eagan reportable operating segment in its quarterly and annual filings.
The purchased assets exclusively related to the business of providing products for automated, direct-to-drain medical fluid disposal included (a) inventories, prototypes, packaging, supplies, parts, and equipment of the Business; (b) trademarks, service marks, trade names, copyrights, trade secrets and know-how, patents and patent applications, and other intellectual property and related proprietary rights exclusively related to the Business; (c) books and records exclusively related to the Business, including all drawings, documentation, research and development files, device master records, design history files, validation data, test reports, manufacturing instructions and procedures, records and data; (d) permits, licenses, franchises, approvals, certifications, authorizations, and consents required to be obtained from Governmental Authorities; (e) contracts with customers; (f) furniture, fixtures, equipment, supplies and other tangible personal property; (g) real property leased by Seller and exclusively used in connection with the Business; and (h) cash and accounts receivable due within ninety (90) days after the Closing Date exclusively related to the Business. The total purchase price for the purchased assets was $625,000, plus the assumption of certain liabilities related to the Business including the lease for the office and warehouse space located at 2915 Commers Drive Suite 900 Eagan, MN 55121, accounts payable due within 90 days after the closing date, and contract liabilities associated with the Business. The Agreement included certain post-closing covenants customary for a transaction of this nature.
The foregoing description of the Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.
On March 20, 2025, the Company issued a press release announcing it had entered into the Agreement described above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
(d) Exhibits
| Exhibit No. | Description | |||
| 10.1 | Asset Purchase Agreement, dated March 14, 2025, by and between Predictive Oncology Inc. and DeRoyal Industries, Inc. | |||
| 99.1 | Press release dated March 20, 2025 | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| Predictive Oncology Inc. | ||
| Date: March 20, 2025 | By: | /s/ Josh Blacher |
| Josh Blacher | ||
| Interim Chief Financial Officer | ||