Predictive Oncology Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Predictive Oncology Inc. (the “Company”) held its 2025 annual meeting of stockholders on November 25, 2025 (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s 2024 Equity Inventive Plan (the “2024 Plan”) to, among other things, increase the shares available for issuance under the 2024 Plan by 1,000,000 shares. A description of the Amendment is set forth under “Proposal No. 3: Approve an Amendment to the 2024 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on October 27, 2025 (the “Proxy Statement”), which description is incorporated by reference into this Current Report on Form 8-K by reference. The descriptions of the Amendment contained herein and in the Proxy Statement do not purport to be complete, and are qualified in their entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of the record date for the Annual Meeting, there were a total of 3,501,430 shares of the Company’s common stock entitled to vote. The results of the matters submitted to a vote of the stockholders at the Annual Meeting are set forth below.
1. Election of Class I Directors
The below directors were elected to serve as Class I directors until the 2028 Annual Meeting of Stockholders of the Company or until their successors are duly elected and qualified. The votes regarding this proposal were as follows:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||
| Daniel E. Handley M.S., Ph.D. | 1,701,152 | 75,292 | 290,272 | |||
| Chuck Nuzum | 1,701,738 | 74,705 | 290,273 |
2. Ratification of Appointment of KPMG LLP
The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 2,046,312 | 19,507 | 897 | 0 |
3. Approval of the Amendment
The Company’s stockholders voted to approve the Amendment. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 1,690,893 | 25,122 | 60,429 | 290,272 |
4. Approval, in accordance with Nasdaq Listing Rule 5635(a), of the issuance of 14,903,393 shares of the Company’s common stock upon the exercise of pre-funded warrants to purchase 14,903,393 shares of common stock (“Issuance Proposal”)
The Company’s stockholders voted to approve the Issuance Proposal. The votes regarding the Issuance Proposal were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 1,750,409 | 24,281 | 1,753 | 290,273 |
5. Approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers
The Company’s stockholders voted to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 1,687,599 | 28,618 | 60,226 | 290,273 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 3.1+ | Amendment to the Predictive Oncology Inc. 2024 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+Indicates management compensatory plan or arrangement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| PREDICTIVE ONCOLOGY INC. | ||
| Date: November 25, 2025 | By: | /s/ Josh Blacher |
| Name: Josh Blacher | ||
| Title: Chief Financial Officer | ||