Predictive Oncology Inc.
For the period ended Nov 25, 2025. Filed Oct 27, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 25, 2025 · Filed Oct 27, 2025
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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:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
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):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
91 43rd Street, Suite 110
Pittsburgh, Pennsylvania 15201
Telephone: (412) 432-1500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 25, 2025
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Predictive Oncology Inc. (the “Company”) on November 25, 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:
| 1. | To elect two Class I directors to hold office until the 2028 Annual Meeting of Stockholders; |
| 2. | To ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Proposal”); |
| 3. | To approve an amendment to the Company’s 2024 Equity Incentive Plan (the “Plan Amendment Proposal”); |
| 4. | To approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of 14,903,393 shares of our common stock upon the exercise of pre-funded warrants to purchase 14,903,393 shares of common stock (the “Issuance Proposal”); |
| 5. | To vote on a non-binding advisory resolution to approve compensation of the Company’s executive officers as disclosed in the proxy statement accompanying this Notice; and |
| 6. | To transact any other business as may properly come before the Annual Meeting or any adjournments thereof. |
These items of business are more fully described in the proxy statement accompanying this Notice.
The record date for the Annual Meeting is October 24, 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.
By Order of the Board of Directors,
/s/ Raymond Vennare
Raymond Vennare
Chief Executive Officer
Pittsburgh, Pennsylvania
October 27, 2025
You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please vote your shares. You may vote your proxy over the Internet or by completing and returning the proxy card mailed to you. Voting instructions are printed on your proxy card and included in the proxy statement. Any stockholder attending the meeting may vote in person, even if you have previously submitted your vote. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a legal proxy issued in your name from that record holder.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 25, 2025:
The Notice of Annual Meeting of Stockholders, the Proxy Statement and form of proxy card for the Annual Meeting are available at https://annualgeneralmeetings.com/poai/2025/.
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING | 1 |
|---|---|
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | 6 |
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 8 |
| RELATED PARTY TRANSACTIONS | 12 |
| EQUITY COMPENSATION PLAN INFORMATION | 13 |
| EXECUTIVE COMPENSATION | 14 |
| DIRECTOR COMPENSATION | 17 |
| PROPOSAL NO. 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS | 22 |
| PROPOSAL NO. 3: APPROVAL OF AN AMENDMENT TO THE 2024 EQUITY INCENTIVE PLAN | 24 |
| PROPOSAL NO. 4: APPROVAL OF THE ISSUANCE OF OUR SHARES OF OUR COMMON STOCK UPON THE EXERCISE OF PRE- FUNDED WARRANTS | 30 |
| PROPOSAL NO. 5: “SAY-ON-PAY” VOTE | 31 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 32 |
| OTHER MATTERS | 33 |
91 43rd Street, Suite 110
Pittsburgh, Pennsylvania 15201
Telephone: (412) 432-1500
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 25, 2025
**QUESTIONS AND ANSWERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.