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SEC Comment Letter for Predictive Oncology Inc. (AGPU) (CIK 0001446159) (AGPU) — Nov 14, 2019

Predictive Oncology Inc. (AGPU) (CIK 0001446159)
Date: Nov. 14, 2019 · CIK: 0001446159 · Accession: 0000000000-19-015478

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File numbers found in text: 333-234366

Date
November 13, 2019
Author
Not clearly detected
Form
UPLOAD
Company
Predictive Oncology Inc. (AGPU) (CIK 0001446159)

Letter

November 13, 2019 Bob Myers Chief Financial Officer Predictive Oncology Inc. 2915 Commers Drive, Suite 900 Eagan, MN 55121 Re:Predictive Oncology Inc. Registration Statement on Form S-1 Filed October 30, 2019 File No. 333-234366 Dear Mr. Myers: We have limited our review of your registration statement to those issues we have addressed in our comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Form S-1 filed on October 30, 2019 Additional Risk Factor, page 6 1.We note the additional risk factor you have provided addressing your Exclusive Forum Provision under Delaware law. To avoid the possibility of any confusion, please revise sentence two of the risk factor to clarify, if true, that your exclusive forum selection provision does not apply to actions arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration

FirstName LastNameBob Myers Comapany NamePredictive Oncology Inc. November 13, 2019 Page 2 FirstName LastName Bob Myers Predictive Oncology Inc. November 13, 2019 Page 2 statement. Please contact Paul Fischer at 202-551-3415, or Mary Beth Breslin at 202-551-3625, with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Martin Rosenbaum, Esq.

Show Raw Text
November 13, 2019
Bob Myers
Chief Financial Officer
Predictive Oncology Inc.
2915 Commers Drive, Suite 900
Eagan, MN 55121
Re:Predictive Oncology Inc.
Registration Statement on Form S-1
Filed October 30, 2019
File No. 333-234366
Dear Mr. Myers:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Form S-1 filed on October 30, 2019
Additional Risk Factor, page 6
1.We note the additional risk factor you have provided addressing your Exclusive Forum
Provision under Delaware law. To avoid the possibility of any confusion, please revise
sentence two of the risk factor to clarify, if true, that your exclusive forum selection
provision does not apply to actions arising under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

 FirstName LastNameBob Myers
 Comapany NamePredictive Oncology Inc.
 November 13, 2019 Page 2
 FirstName LastName
Bob Myers
Predictive Oncology Inc.
November 13, 2019
Page 2
statement.
            Please contact Paul Fischer at 202-551-3415, or Mary Beth Breslin at 202-551-3625, with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Martin Rosenbaum, Esq.