预测肿瘤学公司美股招股说明书（2025-11-24版）

Up to5,970,181Shares of Common Stock This prospectus relates to the possible resale, from time to time by the selling stockholders named in this prospectus, of up toan aggregate of 2,547,789 shares (the “PIPE Shares”) of our common stock, par value $0.01 per share (“common stock”), consisting of(i) 36,237 shares (the “August Shares”) issued pursuant to that securities purchase agreement, dated August 26, 2025 (the “AugustSPA”) and (ii) 2,511,552 shares of common stock (the “September Shares”) issued pursuant to that securities purchase agreementdated September 29, 2025 (the “Cash SPA”). This prospectus also relates to the possible resale, from time to time, by the sellingstockholders named in this prospectus of up to 3,422,392 shares of common stock (the “Warrant Shares”), consisting of (i) 1,855,151shares of common stock underlying pre-funded warrants issued pursuant to the Cash SPA (the “Cash PIPE Warrant Shares” and suchwarrants, the “Cash PIPE Warrants”); (ii) 218,335 shares of common stock underlying warrants (the “Agent Warrant Shares” and such Our registration of the securities covered by this prospectus does not mean that the selling stockholders will sell any of theShares or exercise any of the Warrants. We are not offering for sale any shares of our common stock pursuant to this prospectus. Theselling stockholders may sell or otherwise dispose of the Shares publicly or through private transactions at prevailing market prices or We will bear all costs, expenses and fees in connection with the registration of the Shares. The selling stockholders will bearall commissions and discounts, if any, attributable to their respective sales of the Shares. For more information about the selling We will not receive any proceeds from the sale of Shares by the selling stockholders. We will, however, receive the proceeds On November 21, 2025, we held approximately 5.6 billion Aethir tokens (“ATH”), with a market value of approximately $90.2million, based on a price of $0.0161 per ATH, the price reported on the Coinbase exchange as of 4:00 p.m. ET on such date, of which Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “POAI”. On November 21, 2025, thelast reported sale price of our common stock on Nasdaq was $6.48 per share. Investing in our common stock involves a high degree of risk. Please read the information contained in andincorporated by reference under the heading “Risk Factors” beginning on page 14 of this prospectus and the risk factorsdescribed in the documents that are incorporated by reference into this prospectus, as they may be amended, updated or Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus or the accompanying prospectus is truthful or complete. Any representation to The date of this prospectus isNovember 24, 2025. We have not, nor has any selling stockholder, authorized any dealer, salesperson or other person to give any information or tomake any representation other than those contained in or incorporated by reference into this prospectus or any applicable freewriting prospectus. You must not rely upon any information or representation not contained in or incorporated by referenceinto this prospectus or any applicable free writing prospectus as if we had authorized it. This prospectus and any applicablefree writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than theregistered securities to which they relate, nor does this prospectus or any applicable free writing prospectus constitute an offerto sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, orSEC, utilizing a shelf registration process, pursuant to which the selling stockholders named herein may, from time to time, offer andsell or otherwise dispose of the securities covered by this prospectus. This prospectus describes the specific terms of this offering. Weurge you to carefully read this prospectus and the documents incorporated by reference herein and therein, before buying any of thesecurities being offered under this prospectus. To the extent that any statement that we make in this prospectus is inconsistent with You should rely only on the information contained in this prospectus and any related free-writing prospectus that we or theselling stockholders provide to you or incorporated herein by reference in this prospectus. Neither we nor the selling stockholders have The selling stockholders are offering to sell securities only in jurisdictions where such offers and sales are permitted. Thedistribution of this prospectus and the offering of the securities in certain jurisdictions or to cert