PREDICTIVE ONCOLOGY INC. Item 8.01 Other Events.
Explanatory Note: In this report,Predictive Oncology Inc. (the "Company") is disclosing certain information regarding its reportable segments and its executive compensation for the year endedDecember 31, 2020 . These disclosures are intended to satisfy the disclosure requirements for certain registration statements into which this report is or will be incorporated by reference.
Information Regarding Reportable Segments
In Note 10 to the Condensed Consolidated Financial Statements in its Form 10-Q for the period endedSeptember 30, 2020 (the "September 2020 10-Q"), the Company reported a change in its reportable segments as of the third quarter of 2020, as determined in accordance with ASC 280 - Segment Reporting. Factors used to determine the Company's reportable segments include the availability of separate financial statements, the existence of locally based leadership across geographic regions, the economic factors affecting each segment, and the evaluation of reportable results at the segment level. The Chief Operating Decision Maker ("CODM") allocates the Company's resources for each of the reportable segments and evaluates their relative performance. Each reportable segment listed below has separate financial statements and locally based leadership that are evaluated based on the results of their respective segments. It should be noted that the reportable segments below have different products and services. The financial information is consolidated and evaluated regularly by the CODM in assessing performance and allocating resources. During the third quarter of 2020, the Company considered, whether under ASC 280-10-50-3 there was a change in its reportable segments. As a result of the formation of the new Soluble subsidiary, the Company believes the Soluble business represents an reportable segment. Soluble signed its first contract during the third quarter of 2020. The Company also believes it is appropriate to combine our Skyline Medical and Skyline Europe entities into a single reportable segment based on the changes to our physical presence and intent to sign future contracts through the US entity. Finally, the Company believes theHelomics business continues to be an reportable segment. As of the third quarter of 2020, the Company has three reportable segments: Skyline,Helomics and Soluble. In theSeptember 2020 10-Q, the Company reported segment information for the three and nine month periods endedSeptember 30, 2020 and 2019. In this report, the Company is reporting certain segment information for the years endedDecember 31, 2019 and 2018. The reported financial information below has been reclassified to conform to the current presentation. This information is intended to assist investors in making comparisons of the Company's historical financial information with future financial information.
The table below summarizes the reclassified presentation of the Company's
segment reporting for years ended
Year Ended December 31, 2019
Skyline Helomics Soluble Corporate Total
Revenue $ 1,363,118 $ 48,447 $ - $ - $ 1,411,565
Depreciation and Amortization (48,420 ) (556,538 ) - (99,925 ) (704,883 )
Impairment expense - (8,100,000 ) - (770,250 ) (8,870,250 )Loss on equity method investment - -
- (439,637 ) (439,637 )
Segment Loss $ (3,125,290 ) $ (12,354,108 ) $ - $ (3,901,368 ) $ (19,390,766 )
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December 31, 2019
Skyline Helomics Soluble Corporate Total
Assets $ 969,793 $ 21,275,306 $ - $ 130,411 $ 22,375,510
In 2018, substantially all the Company revenues and expenses were located or
derived from operations in the United States and recorded under the Skyline
segment.
December 31, 2018
Skyline Helomics Soluble Corporate Total
Assets $ 973,744 $ - $ - $ 2,735,555 $ 3,708,999 The table below summarizes the Company's segment reporting as originally
reported on the Annual Report on Form 10-K for the year ended
Year Ended
Domestic International Helomics Corporate Total
Revenue $ 1,275,048 $ 88,070 $ 48,447 - $ 1,411,565
Depreciation and Amortization (43,728 ) (4,692 ) (556,538 ) (99,925 ) (704,883 )
Impairment expense - - (8,100,000 ) (770,250 ) (8,870,250 )
Loss on equity method investment - - - (439,637 ) (439,637 )
Segment Loss $ (2,783,531 ) $ (351,759 ) $
(12,354,108 )
December 31, 2019
Domestic International Helomics Corporate Total
Assets $ 670,841 $ 298,952 $ 21,275,306 $ 130,411 $ 22,375,510
In 2018, substantially all the Company revenues and expenses were located or
derived from operations in the United States and recorded under the domestic
segment.
December 31, 2018
Domestic International Helomics Corporate Total
Assets $ 932,367 $ 41,377 - $ 2,735,255 $ 3,708,999
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Executive Compensation
Overview
This section describes the material elements of the compensation awarded to,
earned by or paid to our Chief Executive Officer and our Chief Financial
Officer, collectively referred to as the "Named Executive Officers." We did not
have any other executive officers, as determined in accordance with SEC rules,
during 2020.
Summary Compensation Table for Fiscal 2020 and 2019
The following table provides information regarding the compensation earned
during the fiscal years ended
Nameand (1) (1)
Principal Stock Option All Other Total
Position Year Salary Bonus Awards Awards Compensation Compensation
Carl Schwartz, CEO (2) 2020$ 430,000 $ -$ 46,002 $ - $ -$ 476,002 2019$ 100,000 $ - $ -$ 376,600 $ -$ 476,600 Bob Myers, CFO (3) 2020$ 327,838 $ -$ 15,334 $ - $ -$ 343,172 2019$ 270,833 $ - $ -$ 100,597 $ -$ 371,430
(1) Represents the actual compensation cost granted during 2020 and 2019 as
determined pursuant to FASB ASC 718 - Stock Compensation.
(2)
23, 2020 retroactively effective to
nine months of his 2019-year salary as stock options in lieu of cash. Dr.
Schwartz received options to purchase 47,702 shares of common stock in lieu
of a cash salary in 2019. The shares all vest at the time of grant and range
in price from
Schwartz received 300,000 restricted stock units on
payable in shares of common stock and vesting in equal annual installments
over three years.
(3)
2020 retroactively effective to
increase on
received
options to purchase 16,600 shares of common stock vesting over two (2) years
in eight (8) equal installments priced at
received 100,000 restricted stock units on
shares of common stock and vesting in equal annual installments over three
years.
4
Outstanding Equity Awards at Fiscal Year-end for Fiscal 2020
The following table sets forth certain information regarding outstanding equity
awards held by the named executive officers as of
Option Awards Stock Awards(1)
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Number of Value of
Unearned Unearned
Shares, Shares,
Number of Units or Units or
Securities Other Other
Underlying Option Option Rights That Rights That
Options (#) Exercise Expiration Have Not Have Not
Grant Date Exercisable Price ($) Date Vested (#) Vested ($)
Carl Schwartz 7/19/2013 7 $ 1.54 7/19/2023
6/30/2015 26 $ 1.54 6/30/2025
6/30/2015 26 $ 775.00 6/30/2025
3/31/2016 59 $ 42.50 3/31/2026
6/30/2016 133 $ 37.50 6/30/2026
9/30/2016 121 $ 41.25 9/30/2026
12/31/2016 179 $ 1.54 12/31/2026
12/31/2016 714 $ 28.00 12/31/2026
3/31/2017 238 $ 21.00 3/31/2027
6/22/2017 37,689 $ 1.54 6/22/2027
11/10/2017 2,834 $ 1.54 11/10/2027
1/2/2018 14,175 $ 1.54 1/2/2028
6/30/2018 12,168 $ 1.54 6/30/2028
8/1/2018 4,490 $ 1.54 8/1/2028
1/2/2019 32,305 $ 1.54 1/2/2029
4/4/2019 20,000 $ 1.54 4/4/2029
7/1/2019 4,219 $ 7.90 7/1/2029
8/1/2019 5,128 $ 6.50 8/1/2029
9/1/2019 6,050 $ 5.51 9/1/2029
3/31/2020 3,174 $ 1.58 3/31/2030
6/30/2020 3,049 $ 1.64 6/30/2030
9/30/2020 6,142 $ 0.81 9/30/2030
12/31/2020 20,481 $ 0.73 12/31/2030 300,000 $ 300,000
Bob Myers 8/13/2012 53 $ 1.54 8/13/2022
3/18/2013 42 $ 1.54 3/18/2023
3/6/2014 14 $ 1.54 3/6/2024
9/16/2016 357 $ 1.54 9/16/2026
6/22/2017 30,411 $ 1.54 6/22/2027
4/4/2019 16,600 $ 1.54 4/4/2029 100,000 $ 100,000 (1) Represents restricted stock units (RSUs) granted in 2020. The market value
is based on the closing sale price of the Company's common stock of $1.00 at
January 15, 2021 .
5
Executive Compensation Components for Fiscal 2020
Base Salary. Base salary is an important element of our executive compensation program as it provides executives with a fixed, regular, non-contingent earnings stream to support annual living and other expenses. As a component of total compensation, we generally set base salaries at levels believed to attract and retain an experienced management team that will successfully grow our business and create stockholder value. We also utilize base salaries to reward individual performance and contributions to our overall business objectives but seek to do so in a manner that does not detract from the executives' incentive to realize additional compensation through our stock options. . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 4.1 Form of Placement Agent Warrant issued toH.C. Wainwright & Co., LLC or its designees in connection with certain financing transactions in 2020 and 2021. (Signature page follows) 11
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