AXE COMPUTE INC.
For the period ended Mar 31, 2025. Filed May 14, 2025.
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Mar 31, 2025 · Filed May 14, 2025
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1–** ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
Nature of Operations
Predictive Oncology Inc. (“Predictive Oncology” or the “Company”) is a knowledge-driven company focused on applying artificial intelligence (“AI”) to support the discovery and development of optimal cancer therapies, which can ultimately lead to more effective treatments and improved patient outcomes. Predictive Oncology uses AI and its proprietary biobank of 150,000+ tumor samples, categorized by tumor type, to provide actionable insights about drug compounds to improve the drug discovery process and increase the probability of drug compound success. The Company also creates and develops tumor-specific 3D cell culture models mimicking the physiological environment of human tissue, enabling better-informed decision-making during drug development. The Company’s suite of solutions supports oncology drug development from early discovery to clinical trials.
Predictive Oncology’s mission is to change the landscape of oncology drug discovery and enable the development of more effective therapies for the treatment of cancer. By harnessing the power of machine learning and scientific rigor, the Company believes that it can improve the probability of success of advancing pharmaceutical and biological drug candidates with a higher degree of confidence.
On January 1, 2025, the Company entered into a binding letter of intent (the “LOI”) with Renovaro, Inc. (NASDAQ: RENB) (“Renovaro”) for Predictive Oncology to be acquired by Renovaro (the “Renovaro Merger”). Under the terms of the LOI, Predictive Oncology would be merged into Renovaro in exchange for a newly created series of preferred stock of Renovaro. On February 28, 2025, Predictive Oncology entered into an extension agreement with Renovaro (the “Extension Agreement”), pursuant to which the parties amended certain terms of the LOI, including to extend the outside termination date of the LOI from February 28, 2025 to March 31, 2025. No definitive purchase agreement was executed as of March 31, 2025 and the LOI terminated on that date, pursuant to its terms. Predictive Oncology has no further obligations with respect to the Renovaro Merger, including under the LOI or the Extension Agreement. On March 31, 2025, the Company received a payment from Renovaro of $964,389 associated with its request for issuance of additional shares of the Company’s common stock, which the Company rejected due to the failure to meet the conditions for such issuance pursuant to the terms of the Extension Agreement. This amount is included in the Company’s condensed consolidated balance sheet as of March 31, 2025 within Cash and cash equivalents and Accrued expenses and other liabilities. On April 3, 2025, Predictive Oncology’s Board of Directors notified Renovaro of the Company’s decision to discontinue discussions regarding the proposed merger between the two companies. The Company returned the $964,389 payment to Renovaro in April 2025 following its decision to discontinue merger discussions.
During the first quarter of 2025, the Company’s former Eagan operating segment, which produced the FDA-cleared STREAMWAY System and associated products for automated medical fluid waste management and patient-to-drain medical fluid disposal, met the criteria to be reported as discontinued operations. SeeNote 2–* Discontinued Operations* for further discussion.
As a result of the decision to discontinue the Eagan operating segment, the Company now operates asone operating segment focused on applying AI to support the discovery and development of optimal cancer therapies. SeeNote 10–* Segment Information*for further discussion.
Going Concern
These condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
The Company has incurred significant and recurring losses from operations for the past several years and, as of March 31, 2025, had an accumulated deficit of $182,869,144. The Company had cash and cash equivalents of $3,087,588 as of March 31, 2025, and needs to raise significant additional capital to meet its operating needs. The Company had short-term obligations of $4,609,043 and long-term operating lease obligations of $1,405,004 as of March 31, 2025. The Company does not expect to generate sufficient operating revenue to sustain its operations in the near term. During the three months ended March 31, 2025, the Company incurred negative cash flows from continuing operating activities of $985,840. Although the Company has attempted to improve its cash flows from continuing operating activities by bolstering revenues and continues to seek ways to generate revenue through business development activities, there is no guarantee that the Company will be able to improve its cash flows from continuing operating activities sufficiently or achieve profitability in the near term. As a result of these conditions, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued.
The Company continues to evaluate alternatives to obtain the required additional funding to maintain future operations. These alternatives may include, but are not limited to, equity financing, issuing debt, entering into other financing arrangements, or monetizing operating businesses or assets. These possibilities, to the extent available, may be on terms that result in significant dilution to the Company’s existing stockholders or that result in the Company’s existing stockholders losing part or all of their investment. Despite these potential sources of funding, the Company may be unable to access financing or obtain additional liquidity when needed or under acceptable terms, if at all. If such financing or adequate funds from operations are not available, the Company would be forced to limit its business activities and the Company could default on existing payment obligations, which would have a material adverse effect on its financial condition and results of operations, and the Company may ultimately be required to cease its operations and liquidate its business. The condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.
NASDAQ Notice of Non-Compliance
On November 20, 2024, the Company received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”), because the Company’s stockholders’ equity of $1,966,969, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, was below the required minimum of $2.5 million, and because, as of the date of the Notice, the Company did not meet either of the alternative compliance standards, relating to market value of listed securities of at least $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years.
The Notice had no immediate effect on the listing of the Company’s common stock on The Nasdaq Capital Market, and, therefore, the Company’s listing remains fully effective, subject to the Company’s compliance with the other continued listing requirements, and the Company’s regaining compliance with the Stockholders’ Equity Requirement. Under Nasdaq rules and as specified in the Notice, the Company had 45 calendar days from November 20, 2024, or until Monday, January 6, 2025, to submit to Nasdaq a plan to regain compliance with the Stockholders’ Equity Requirement.
On January 6, 2025, the Company submitted to Nasdaq a plan to regain compliance with the Stockholders’ Equity Requirement, citing the Company’s proposed merger with Renovaro, and requested a 180-day extension to regain compliance with the Stockholders’ Equity Requirement. In response, Nasdaq requested upon execution, or by no later than March 1, 2025, a copy of the definitive merger documentation and a detailed timeline to complete the merger. On February 28, 2025, the Company notified the Staff that the Company continued to progress in discussions with Renovaro to finalize the merger. The Company also notified the Staff of the Extension Agreement entered into with Renovaro on February 28, 2025, which extended the outside termination date from February 28, 2025, to March 31, 2025.
On April 7, 2025, Nasdaq requested an update regarding the Company’s compliance initiatives by April 11, 2025. On April 10, 2025, the Company submitted an update to Nasdaq that summarized fundraising activities during the three months ended March 31, 2025, the Company’s decision to discontinue discussions with Renovaro, and options being considered by the Company to regain compliance with the Stockholders’ Equity Requirement.
Basis of Presentation and Principles of Consolidation
The Company has prepared the condensed consolidated financial statements and related unaudited financial information in the notes in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim condensed consolidated financial statements. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These interim condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments, which in the opinion of management, are necessary to present fairly the Company’s position, the results of its operations, and its cash flows for the interim periods. These interim condensed consolidated financial statements reflect all intercompany eliminations. These interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto contained in the Annual Report on Form 10-K filed with the SEC on March 31, 2025. The nature of the Company’s business is such that the results of any interim period may not be indicative of the results to be expected for the entire year.
The Company had two wholly owned subsidiaries, Helomics Corporation and Skyline Medical Inc. (“Skyline Medical”), as of March 31, 2025 and December 31, 2024, and for the three months ended March 31, 2025 and 2024. Skyline Medical remained a wholly owned subsidiary of Predictive Oncology following the March 14, 2025 asset purchase agreement between the Company and DeRoyal Industries, but the subsidiary’s ongoing activities are limited to wind down activities. The condensed consolidated financial statements include the accounts of the Company and these wholly owned subsidiaries after elimination of intercompany transactions and balances as of March 31, 2025 and December 31, 2024, and for the three months ended March 31, 2025 and 2024.
Discontinued Operations
During the year ended December 31, 2024, the Company discontinued its former Birmingham operating segment. During the three months ended March 31, 2025, the Company disposed of its former Eagan operating segment. Disposal groups that meet the discontinued operations criteria provided in the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 205-20-45 are classified as discontinued operations. Assets and liabilities of discontinued operations are presented separately in the Company’s condensed consolidated balance sheets and results of discontinued operations are reported as a separate component of net loss in the Company’s condensed consolidated statements of net loss for all periods presented, resulting in changes to the presentation of certain prior period amounts. Results of discontinued operations are excluded from segment results for all periods presented. Cash flows from discontinued operations are also reported separately in the Company’s condensed consolidated statements of cash flows.
Refer toNote 2–* Discontinued Operations* for additional discussion of discontinued operations. All other notes to these condensed consolidated financial statements present the results of continuing operations and exclude amounts related to discontinued operations for all periods presented.
Accounting Policies and Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and during the reporting period. Actual results could materially differ from those estimates. Estimates are used in the following areas, among others: variable consideration associated with revenue recognition, stock-based compensation expense, fair value of long-lived assets for impairment analyses, the valuation allowance included in the deferred income tax calculation, accrued expenses, and fair value of derivative liabilities.
Note 1 to the annual consolidated financial statements contained in the Annual Report on Form 10-K filed with the SEC on March 31, 2025, describes the significant accounting policies and estimates used in preparation of the consolidated financial statements. There have been no material changes in the Company’s significant accounting policies during the three months ended March 31, 2025.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (the “FASB”). Recently issued ASUs not listed below either were assessed and determined to be not applicable or are currently expected to have no impact on the condensed consolidated financial statements of the Company.
In December 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires more detailed income tax disclosures. The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
In November 2024, the FASB issued ASU 2024-03,Income Statement–* Reporting Comprehensive Income*–* Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*. This ASU requires more detailed disclosures related to certain costs and expenses. The guidance requires entities to disclose amounts of certain expense categories included in expense captions presented on the face of the income statement, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The disclosure requirements may be applied either prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
Recently Adopted Accounting Standards
In November 2023, the FASB issued ASU 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU updates reportable segment disclosures by expanding the frequency and extent of segment disclosures. This ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The ASU requires the retrospective adoption method. The Company adopted ASU 2023-07 for annual periods beginning in the fiscal year ending December 31, 2024. The Company adopted ASU 2023-07 for interim periods beginning in the interim period ended March 31, 2025. See Note 10 to these condensed consolidated financial statements for additional discussion.
NOTE 2–** DISCONTINUED OPERATIONS**
In July 2024, the Company’s Board of Directors approved a plan to implement a strategic cost savings initiative, primarily related to the Company’s Birmingham laboratory. In September 2024, the Company transferred certain pieces of computer hardware with alternative use to the Pittsburgh laboratory, while the rest of the laboratory equipment and inventories from the Birmingham laboratory were marketed for sale and the related product and service lines were discontinued. The Company executed a sales agreement for all remaining laboratory equipment and inventories from the Birmingham laboratory and all items were removed from the laboratory premises as of September 30, 2024. As of September 30, 2024, the Company vacated and ceased use of the Birmingham laboratory and office space. The Company’s lease continues through August 2025. The Company concluded that, in aggregate, the disposal of these assets comprising the former Birmingham operating segment met the criteria for discontinued operations presentation in the third quarter of 2024.
On March 14, 2025, the Company entered into an asset purchase agreement (the “APA”) 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 “Eagan Business”). These assets were operated by the Company’s wholly owned subsidiary, Skyline Medical, and were previously reported in the Company’s Eagan operating segment. The purchased assets exclusively related to the Eagan Business included but were not limited to cash, certain accounts receivable, inventories, patents, fixed assets, and real property leased by the Company and exclusively used in connection with the Eagan Business. The total purchase price for the purchased assets was $625,000, plus the assumption of certain liabilities related to the Eagan Business including the lease for the office and warehouse space located at 2915 Commers Drive Suite 900 Eagan, MN 55121, certain accounts payable, and contract liabilities associated with the Eagan Business. The ongoing activities of the former Eagan operating segment are limited to wind down activities.
As a result of these developments, the former Birmingham and Eagan operating segments have been reclassified to discontinued operations in these condensed consolidated financial statements for all periods presented.
The following table presents a reconciliation of the carrying amounts of the major classes of assets and liabilities to the current assets and liabilities of discontinued operations as presented in the Company’s condensed consolidated balance sheets:
| March 31, 2025 | December 31, 2024 | |
|---|---|---|
| Assets: | ||
| Cash | 15,426 | 122,851 |
| Accounts receivable, net | 54,038 | 746,266 |
| Inventories | - | 339,968 |
| Prepaid expense and other assets | 28,183 | 52,318 |
| Total current assets of discontinued operations | 97,647 | 1,261,403 |
| Property and equipment, net | - | 21,882 |
| Intangibles, net | - | 159,158 |
| Lease right-of-use assets | - | 17,266 |
| Other long-term assets | 4,031 | 4,031 |
| Total assets of discontinued operations | $101,678 | $1,463,740 |
| Liabilities: | ||
| Accounts payable | $2,066 | $97,780 |
| Accrued expenses and other liabilities | 223,079 | 248,086 |
| Contract liabilities | - | 80,909 |
| Lease liability | 89,040 | 106,609 |
| Total current liabilities of discontinued operations | 314,185 | 533,384 |
| Other long-term liabilities | - | 23,487 |
| Total liabilities | $314,185 | $556,871 |
The following table provides details about the major classes of line items constituting the loss from discontinued operations presented in the Company’s condensed consolidated statements of net loss:
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Revenue | $157,179 | $414,788 |
| Cost of sales | 122,800 | 164,982 |
| Gross profit from discontinued operations | 34,379 | 249,806 |
| Operating expenses: | ||
| General and administrative | 103,238 | 301,411 |
| Operations, research and development | 122,826 | 472,108 |
| Sales and marketing | 130,318 | 131,025 |
| Total operating expenses | 356,382 | 904,544 |
| Total operating (loss) from discontinued operations | (322,003) | (654,738) |
| Gain on disposal of discontinued operations | 172,451 | - |
| Other income (expense) | (7,905) | - |
| Net (loss) from discontinued operations | $(157,457) | $(654,738) |
The gain on disposal of discontinued operations represents the gain on assets sold and liabilities assumed by the DeRoyal.
NOTE 3–** CONTRACTS WITH CUSTOMERS**
Contract Balances
The Company records a receivable when it has an unconditional right to receive consideration after the performance obligations are satisfied. As of March 31, 2025 and December 31, 2024, accounts receivable totaled $59,828 and $34,154, respectively. The allowance for accounts receivable balance was $0 as of both March 31, 2025 and December 31, 2024.
During the three months ended March 31, 2025 and 2024, revenues from asingle customer were 93% and 77% of the Company’s total revenue from continuing operations, respectively. As of March 31, 2025 and December 31, 2024, accounts receivable from this customer represented 56% and 10% of the Company’s total accounts receivable from continuing operations, respectively.
Advance payments received in excess of revenues recognized are classified as contract liabilities until such time as the revenue recognition criteria have been met. The Company’s contract liabilities, related primarily to development of 3D models, were $151,576 and $224,076 as of March 31, 2025 and December 31, 2024, respectively. The Company recognized revenue of $72,500 primarily related to development of 3D models during the three months ended March 31, 2025, that was included in contract liabilities as of December 31, 2024. The Company’s contract liabilities as of March 31, 2025 represent its remaining performance obligations.
NOTE 4–** FAIR VALUE MEASUREMENTS**
The following table summarizes the Company’s fair value hierarchy for its assets measured at fair value on a recurring basis.
| March 31, 2025 | Fair Value | Level 1 | Level 2 | Level 3 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Assets: | ||||||||||
| Money market funds | $ | - | $ | - | $ | - | $ | - | ||
| December 31, 2024 · Fair Value · Level 1 · Level 2 · Level 3 | ||||||
|---|---|---|---|---|---|---|
| Assets: | ||||||
| Money market funds | $300,000 | $300,000 | $ | - | $ | - |
NOTE 5–** PROPERTY AND EQUIPMENT, NET**
The Company’s property and equipment, net consisted of the following:
| As of March 31, 2025 | As of December 31, 2024 | |
|---|---|---|
| Computers, software, and office equipment | $170,350 | $170,350 |
| Leasehold improvements | 166,847 | 306,961 |
| Laboratory equipment | 1,692,230 | 1,692,230 |
| Total | 2,029,427 | 2,169,541 |
| Less: Accumulated depreciation | (1,713,306) | (1,821,953) |
| Total Property and equipment, net | $316,121 | $347,588 |
Depreciation expense, recorded within general and administrative expenses of continuing operations, was $31,467 and $32,703 for the three months ended March 31, 2025 and 2024, respectively.
No impairment charges related to property and equipment were incurred during the three months ended March 31, 2025 and 2024.
NOTE 6–** INTANGIBLES, NET**
The Company’s intangibles, net consisted of the following:
| As of March 31, 2025 | As of December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Gross Carrying Costs | Accumulated Amortization | Net Carrying Amount | Gross Carrying Costs | Accumulated Amortization | Net Carrying Amount | |
| Patents & Trademarks | $64,087 | $(14,276) | $49,811 | $64,087 | $(13,132) | $50,955 |
Finite-lived intangible assets are amortized over their estimated useful lives. Amortization expense, recorded within general and administrative expenses of continuing operations, was $1,144 and $1,246 during the three months ended March 31, 2025 and 2024, respectively. Accumulated amortization is included in Intangibles, net in the condensed consolidated balance sheets.
The following table outlines the estimated future amortization expense related to intangible assets held as of March 31, 2025:
| Year Ending December 31, | Expense |
|---|---|
| Remainder of 2025 | $3,433 |
| 2026 | 4,578 |
| 2027 | 4,578 |
| 2028 | 4,578 |
| 2029 | 4,578 |
| Thereafter | 28,066 |
| Total | $49,811 |
The Company reviews finite-lived intangible assets for impairment in accordance with ASC 360,Property, Plant, and Equipment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which the Company operates. No impairment charges related to finite-lived intangible assets were incurred during the three months ended March 31, 2025 and 2024.
NOTE 7–** LEASES**
The Company’s corporate offices and other offices are located in Pittsburgh, Pennsylvania. The leases are effective through February 29, 2028.
Lease expense under operating lease arrangements, recorded within general and administrative expenses of continuing operations, was $189,273 and $196,168 for the three months ended March 31, 2025 and 2024, respectively.
The following table summarizes other information related to the Company’s operating leases:
| March 31, 2025 | March 31, 2024 | |
|---|---|---|
| Weighted average remaining lease term – operating leases in years | 2.92 | 3.92 |
| Weighted average discount rate – operating leases | 13% | 13% |
The Company’s operating lease obligations as of March 31, 2025, which include expected lease extensions that are reasonably certain of renewal, were as follows:
| Remainder of 2025 | $522,468 |
| 2026 | 803,724 |
| 2027 | 827,909 |
| 2028 | 139,022 |
| Total lease payments | 2,293,123 |
| Less: interest | (374,839) |
| Present value of lease liabilities | $1,918,284 |
NOTE 8–** STOCKHOLDERS**’** EQUITY, STOCK OPTIONS AND WARRANTS**
Registered Direct Offering
On February 18, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several institutional and accredited investors for the sale by the Company of 363,336 shares (the “Registered Direct Offering Shares”) of the Company’s common stock, par value $0.01 per share, at a purchase price of $1.50 per share, in a registered direct offering. The offering closed on February 19, 2025. The gross proceeds to the Company from the offering were approximately $545,004, before deducting the placement agent’s fees and other offering expenses. The Registered Direct Offering Shares were offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-279123).
The Company agreed to pay H.C. Wainwright & Co., LLC (“Wainwright”), as placement agent, an aggregate fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in the offering as well as a management fee equal to 1.0% of such gross proceeds, and $15,000 for fees and expenses of legal counsel. The Company also issued to Wainwright, or its designees, warrants to purchase up to 7.0% of the aggregate number of shares of the Company’s common stock sold in the transactions, or warrants to purchase up to an aggregate of 25,434 shares of the Company’s common stock (the “Registered Direct Offering Placement Agent Warrants”). The Registered Direct Offering Placement Agent Warrants are exercisable forfive years from the commencement of sales in the offering and have an exercise price equal to 125% of the purchase price of shares of the Company’s common stock sold in the offering, or $1.875 per share. The Registered Direct Offering Placement Agent Warrants and the shares issuable upon exercise of the Registered Direct Offering Placement Agent Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and in reliance on similar exemptions under applicable state laws.
Renovaro Subscription Agreement
On March 13, 2025, the Company executed a share subscription agreement with Renovaro, pursuant to the Extension Agreement dated February 28, 2025, that amended the previous LOI between the parties. Pursuant to the share subscription agreement, Renovaro subscribed to purchase and the Company sold to Renovaro 467,290 unregistered shares of the Company’s common stock at a price of $1.07 per share for a total purchase price of $500,000. The closing of this share issuance occurred on March 17, 2025.
At The Market Offering
On May 3, 2024, the Company entered into an ATM Sales Agreement (the “Sales Agreement”) with Wainwright to sell shares of the Company’s common stock, par value $0.01 per share (the “ATM Shares”), having an aggregate sales price of up to $3,696,000, from time to time, through an “at the market offering” program pursuant to which Wainwright acted as sales agent. Subject to the terms and conditions of the Sales Agreement, Wainwright was permitted to sell the ATM Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. Under the Sales Agreement, Wainwright was entitled to compensation for its services of 3.0% of the gross sales price of all shares sold through Wainwright under the Sales Agreement. As of June 30, 2024, the Company sold 1,607,100 shares of common stock at an average price of approximately $2.30 per share, resulting in aggregate gross proceeds of approximately $3,696,000. No further shares are available to be sold under the Sales Agreement.
Warrant Inducement Transaction
On July 25, 2024, the Company entered into definitive agreements with certain of its existing warrant holders for the exercise of warrants to purchase an aggregate of 958,117 shares of its common stock having a current exercise price of $14.00 originally issued in February 2021, June 2021 and May 2022, at a reduced exercise price of $1.32 per share. The gross proceeds to the Company from the exercise of the existing warrants were approximately $1,265,000, prior to deducting placement agent fees and transaction expenses payable by the Company. The reduction of the exercise price represented a modification to the existing warrants, which was recognized as an equity issuance cost of $594,033 charged against the proceeds of the offering.
In consideration for the immediate cash exercise of the warrants, the Company concurrently issued to the warrant holders new unregistered Series A warrants to purchase up to 958,117 shares of common stock (the “Series A Warrants”) and new Series B warrants to purchase up to 958,117 shares of common stock (the “Series B Warrants”). The Series A Warrants and the Series B Warrants have an exercise price of $1.07 per share and are exercisable immediately upon issuance. The Series A Warrants have a term equal tofive years from the date of issuance, and the Series B Warrants have a term equal to 18 months from the date of issuance.
The transactions described above closed on July 26, 2024. Wainwright acted as the exclusive placement agent for the above-mentioned transactions. The Company paid Wainwright as consideration (i) an aggregate cash fee equal to 7.0% of the gross proceeds from the exercise of the existing warrants, (ii) a management fee equal to 1.0% of the aggregate gross proceeds from the exercise of the existing warrants, (iii) $35,000 for expenses, and (iv) $15,950 for clearing fees. Additionally, the Company issued to Wainwright (or its designees) as compensation, warrants to purchase up to 67,068 shares of common stock of the Company (equal to 7.0% of the aggregate number of existing warrants exercised in the offering) (the “Warrant Inducement Placement Agent Warrants”). The Warrant Inducement Placement Agent Warrants have a term offive years from the closing of the offering and an exercise price of $1.65 per share.
Equity Incentive Plan
On December 30, 2024, the Company’s stockholders approved the 2024 Equity Incentive Plan (the “2024 Plan”) at the Company’s Annual Meeting of Stockholders and the 2024 Plan became effective. The 2024 Plan allows for the issuance of non-statutory stock options and incentive stock options, stock appreciation rights, stock awards, restricted stock, restricted stock units, and performance awards to employees, directors, and consultants of the Company, where permitted under the plan. Due to the approval of the 2024 Plan, no new awards will be granted under the Company’s Amended and Restated 2012 Stock Incentive Plan. The exercise price for each stock option is determined by the market price on the date of issuance. Vesting requirements are determined by the Board of Directors when granted and currently range from immediate tothree years. Options outstanding under this plan have a contractual life often years.
ASC 718,Compensation–* Stock Compensation*(“ASC 718”), requires that a company that issues equity as compensation record compensation expense that corresponds to the estimated cost of those equity grants. ASC 718 requires companies to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model or other acceptable means.
Valuation and Accounting for Stock Options and Warrants
The Company determines the grant date fair value of options and warrants using a Black-Scholes option valuation model based upon assumptions regarding risk-free interest rate, expected dividend rate, volatility, and estimated term.
During the three months ended March 31, 2024, there were no options or warrants granted. The fair value of each warrant grant was estimated on the grant date using the Black-Scholes option valuation model with the following assumptions:
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Warrants | ||
| Expected dividend yield | 0.0% | - |
| Expected stock price volatility | 99.4% | - |
| Risk-free interest rate | 4.37% | - |
| Expected life (in years) | 5 | - |
Stock Options and Warrants Granted by the Company
The following summarizes transactions for stock options and warrants for the period indicated:
| Stock Options | Warrants | |||
|---|---|---|---|---|
| Number of Shares | Average Exercise Price | Number of Shares | Average Exercise Price | |
| Outstanding as of December 31, 2024 | 43,595 | $82.70 | 2,750,429 | $8.92 |
| Issued | - | - | 25,434 | 1.88 |
| Expired | - | - | (15,554) | 57.13 |
| Exercised | - | - | (1,434,002) | 1.07 |
| Outstanding as of March 31, 2024 | 43,595 | $82.70 | 1,326,307 | $16.72 |
There was no stock-based compensation expense from continuing operations recognized for the three months ended March 31, 2025. Stock-based compensation expense from continuing operations, net of forfeitures, recognized for the three months ended March 31, 2024 was $558 and is recorded within each of the captions comprising Operating expenses from continuing operations. The Company hasno unrecognized compensation expense related to unvested stock options that is expected to be recognized in future months.
NOTE 9–** LOSS PER SHARE**
The following table presents the shares used in the basic and diluted loss per common share computations:
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Numerator: | ||
| Net (loss) from continuing operations | $(2,285,416) | $(3,564,105) |
| Net (loss) from discontinued operations | (157,457) | (654,738) |
| Net (loss) attributable to common stockholders | $(2,442,873) | $(4,218,843) |
| Denominator: | ||
| Weighted average common shares outstanding - basic | 7,152,221 | 4,062,853 |
| Dilutive effect of stock options, warrants and preferred stock (1) | - | - |
| Weighted average common shares outstanding - diluted | 7,152,221 | 4,062,853 |
| Net (loss) from continuing operations attributable to common stockholders per common share – basic and diluted | $(0.32) | $(0.88) |
| Net (loss) from discontinued operations attributable to common stockholders per common share – basic and diluted | (0.02) | (0.16) |
| (Loss) per common share - basic and diluted | (0.34) | (1.04) |
| (1) | The following is a summary of the number of underlying shares outstanding at the end of the respective periods that have been excluded from the diluted calculations because the effect on loss per common share would have been anti-dilutive: |
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Options | 43,595 | 47,501 |
| Warrants | 1,326,307 | 1,799,430 |
| Preferred stock: Series B | 16 | 16 |
NOTE 10–** SEGMENT INFORMATION**
As noted inNote 2–* Discontinued Operations*, the Company’s former Birmingham and Eagan operating segments have been reclassified to discontinued operations in these condensed consolidated financial statements for all periods presented. As such, the former segments are excluded from the discussion below, which only reflects continuing operations.
The Company now operates as one operating segment, which is focused on applying AI to support the development of optimal cancer therapies. The Company’s Chief Operating Decision Maker (“CODM”), its chief executive officer, utilizes financial information presented on a consolidated basis to manage and allocate the Company’s resources. The CODM evaluates performance and allocates resources based on gross profit, operating loss, and net loss. All revenues are earned from external customers. Operating expenses are disaggregated by department for purposes of evaluating performance, including General and administrative, Operations, research and development, and Sales and marketing. All significant segment expenses for the three months ended March 31, 2025, and 2024, are presented on the Company’s Condensed Consolidated Statements of Net Loss. The measure of segment assets is Total assets as reported on the Condensed Consolidated Balance Sheets. As of March 31, 2025, all the Company’s long-lived assets were located within the United States.
ITEM 2. MANAGEMENT’**S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.