Predictive Oncology Inc.

DEF 14A 1 def14a_081825.htm DEFINITIVE PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Predictive Oncology Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

91 43 rd Street, Suite 110

Pittsburgh, Pennsylvania 15201

Telephone: (412) 432-1500

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on September 19, 2025

Dear Stockholder:

You are cordially invited to attend the Special Meeting of Stockholders (the “Special Meeting”) of Predictive Oncology Inc. (the “Company”) on September 19, 2025, at 12:00 PM (Eastern Time) at the offices of DLA Piper LLP (US) at 1001 Liberty Avenue, Suite 500, Pittsburgh, Pennsylvania, 15222 for the following purposes:

These items of business are more fully described in the proxy statement accompanying this Notice.

After careful consideration, the Company’s Board of Directors recommends a vote “FOR” the Reverse Split Proposal, “FOR” the Nasdaq Proposal, and “FOR” the Adjournment Proposal.

The record date for the Special Meeting is August 18, 2025. Only stockholders of record at the close of business on that date are entitled to vote at the meeting or any adjournment thereof, or by proxy.

**Your vote is very important.**Whether or not you plan to attend the meeting, please sign and submit your proxy as soon as possible so that your shares can be voted at the Special Meeting in accordance with your instructions. If you attend the meeting, you may revoke your proxy in accordance with the procedures set forth in the proxy statement.

By Order of the Board of Directors,

/s/ Raymond Vennare

Raymond Vennare

Chief Executive Officer

Pittsburgh, Pennsylvania

August 18, 2025

The accompanying proxy statement is dated August 18, 2025, and, together with the enclosed form of proxy card, is first being mailed to our stockholders on or about such date.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement may contain forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current views with respect to, among other things, plans and objectives of management. Examples of forward-looking statements include, among others, statements we make regarding the implementation of the Reverse Stock Split and the potential effects of the Reverse Stock Split, as well as sales of shares of our common stock pursuant to the SEPA (as defined herein), and the effects on our compliance with Nasdaq listing requirements, our market capitalization, and the trading price, marketability and liquidity of our common stock. You can identify these forward-looking statements by the use of forward-looking words such as “will,” “may,” “plan,” “estimate,” “project,” “believe,” “anticipate,” “expect,” “foresee,” “intend,” “should,” “would,” “could,” “target,” “goal,” “continue to,” “positioned to,” “are confident,” or the negative versions of those words or other comparable words. Any forward-looking statements contained in this proxy statement are based upon our historical performance and on our current plans, estimates and expectations considering information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans, estimates, or expectations contemplated by us will be achieved. These forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements, including those factors described in the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections in reports and statements filed by the Company with the SEC. The forward-looking statements made in this proxy statement relate only to events as of the date on which the statements are made. Except as required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

91 43 rd Street, Suite 110

Pittsburgh, Pennsylvania

Telephone: (412) 432-1500

PROXY STATEMENT

FOR THE SPECIALMEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 19, 2025