预测肿瘤学公司美股招股说明书(2025-11-25版)

This prospectus relates to the possible resale, from time to time by the selling stockholders named in this prospectus, of up toan aggregate of 14,903,393 shares (the “Shares”) of our common stock, par value $0.01 per share (“common stock”), underlying pre- 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 proceedsfrom any cash exercises of Warrants. On November 25, 2025, we held approximately 5.9 billion Aethir tokens (“ATH”), with a market value of approximately $97.4million, based on a price of $0.0165 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 25, 2025, thelast reported sale price of our common stock on Nasdaq was $5.91 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 8 of this prospectus and the risk factors 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 is November 25, 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 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 haveauthorized anyone to provide you with different or additional information. If anyone provides you with different, additional or 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 certain persons within such jurisdictionsmay be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about You should assume that the information in this prospectus is accurate only as of the date on the front cover and that anyinformation we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless ofthe time of delivery of this prospectus, or any sale of a security. Our business, financial condition, results of operations and prospectsmay have changed since those dates. You should read this prospectus and the documents incorporated by reference herein when The representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that isincorporated by reference herein were made solely for the benefit of the parties to