Item 4.01
Changes in Registrant’s Certifying Accountant.
Dismissal of Independent Registered Public
Accounting Firm
On April 3, 2023, Predictive
Oncology Inc. (the “Company”) and Baker Tilly US, LLP (“Baker Tilly”) agreed that Baker Tilly, who was previously
engaged as the Company’s independent registered public accounting firm, would be dismissed as the independent registered public
accounting firm of the Company in connection with auditing the Company’s consolidated financial statements commencing for the year
ending December 31, 2023. The decision to dismiss Baker Tilly was approved by the Company’s Audit Committee.
The reports of Baker Tilly
on the Company’s audited consolidated financial statements for the years ended December 31, 2022 and 2021 (the “Baker Tilly
Reports”) did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. During the Company’s two years ended December 31, 2022 and 2021, and during the subsequent
interim period preceding Baker Tilly’s dismissal (the “Relevant Period”), there were no disagreements with Baker Tilly
on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements,
if not resolved to the satisfaction of Baker Tilly would have caused Baker Tilly to make reference to the subject matter of the disagreements
in connection with its audit reports.
During the Relevant Period,
there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K except as set forth below.
As disclosed in the Company’s
Annual Reports on Form 10-K for the years ended December 31, 2022 and 2021, the Company’s management identified the following material
weakness in internal control over financial reporting:
• Management has determined
that we have not maintained adequate accounting resources with a sufficient understanding of U.S. GAAP to allow us to properly identify
and account for complex technical accounting transactions. Management has determined that this represents a material weakness in our internal
control over financial reporting. Notwithstanding the material weakness in our internal control over financial reporting, we have concluded
that the consolidated financial statements and other financial information included in our annual and quarterly filings fairly present
in all material respects our financial condition, results of operations and cash flows as of, and for, the periods presented.
This material weakness was
discussed by the Company’s management and the Audit Committee with Baker Tilly.
The Audit Committee has authorized
Baker Tilly to respond fully to the inquiries of the Company’s new independent registered public accounting firm, concerning this
material weakness.
The Company provided Baker
Tilly with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”)
and requested that Baker Tilly furnish the Company with a letter addressed to the SEC stating whether or not Baker Tilly agrees with the
above statements. A copy of the letter from Baker Tilly dated April 4, 2023 is filed with this Current Report on Form 8-K as Exhibit 16.1.
Engagement of New Independent Registered Public
Accounting Firm
On April 3, 2023, the Company’s
Audit Committee and the Board of Directors approved the engagement of BDO USA, LLP (“BDO”) as the Company’s new independent
registered public accounting firm to audit the Company’s consolidated financial statements commencing for the year ending December
31, 2023.
During the two most recent
years ended December 31, 2022 and December 31, 2021 and during the subsequent interim period from January 1, 2023 through April 3, 2023,
neither the Company, nor anyone acting on its behalf, consulted with BDO on (i) any matters regarding the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s
consolidated financial statements, and no written report or oral advice was provided to the Company that BDO concluded was an important
factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter
that was the subject of any disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or
a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).