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SEC Company Response from Predictive Oncology Inc. (AGPU) (CIK 0001446159) (AGPU) — Nov 15, 2019

Predictive Oncology Inc. (AGPU) (CIK 0001446159)
Date: Nov. 15, 2019 · CIK: 0001446159 · Accession: 0001171843-19-007594

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File numbers found in text: 333-234366

Date
November 15, 2019
Author
/s/ Bob Myers
Form
CORRESP
Company
Predictive Oncology Inc. (AGPU) (CIK 0001446159)

Letter

VIA EDGAR Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission Re: Predictive Oncology Inc. Registration Statement on Form S-1 Filed: October 30, 2019 File No.: 333-234366

Dear Mr. Fischer:

Filed herewith is Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed via EDGAR on October 30, 2019 (the “Form S-1”). We are writing to submit the response of Predictive Oncology Inc. (the “Company”) to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth in its comment letter, dated November 13, 2019, relating to the Form S-1. Please note that, for the Staff’s convenience, we have recited the Staff’s comments in italicized type below and have followed the comments with the Company’s response.

Form S-1 filed 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.

Response: We have clarified the risk factor accordingly, as shown on page 6 of Amendment No. 1.

* * *

Should you have any additional comments or questions, please contact the undersigned at (651) 389-4806 or Martin Rosenbaum, Esq. of Maslon LLP, counsel to the Company, at (612) 672-8326.

Sincerely,
/s/ Bob Myers

Show Raw Text
CORRESP
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filename1.htm

PREDICTIVE ONCOLOGY INC.

November 15, 2019

VIA EDGAR

Paul Fischer, Esq.

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re:  Predictive Oncology Inc.

    Registration Statement on Form S-1

    Filed: October 30, 2019

    File No.: 333-234366

Dear Mr. Fischer:

Filed herewith is Amendment No. 1 to the Company’s
Registration Statement on Form S-1 filed via EDGAR on October 30, 2019 (the “Form S-1”). We are writing to submit
the response of Predictive Oncology Inc. (the “Company”) to the comments of the staff (the “Staff”)
of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”)
set forth in its comment letter, dated November 13, 2019, relating to the Form S-1. Please note that, for the Staff’s convenience,
we have recited the Staff’s comments in italicized type below and have followed the comments with the Company’s response.

Form S-1 filed 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.

Response:
We have clarified the risk factor accordingly, as shown on page 6 of Amendment No. 1.

* * *

    1

Should you have any additional comments or questions,
please contact the undersigned at (651) 389-4806 or Martin Rosenbaum, Esq. of Maslon LLP, counsel to the Company, at (612) 672-8326.

    Sincerely,

    /s/ Bob Myers

    Bob Myers

    Chief Financial Officer of Predictive Oncology Inc.

cc:  Carl Schwartz, Chief Executive Officer, Predictive Oncology Inc.

    Martin R. Rosenbaum, Esq., Maslon LLP

2