true 0001446159 0001446159 2022-12-01 2022-12-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares



Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 1, 2022


Predictive Oncology Inc.

(Exact name of Registrant as Specified in its Charter)


Delaware 001-36790 33-1007393
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)


91 43rd Street, Suite 110

Pittsburgh, Pennsylvania

(Address of Principal Executive Offices) (Zip Code)


(412) 432-1500

(Registrant’s telephone number, including area code)


Not Applicable

(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):   


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.01 par value POAI NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Explanatory Note


This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Predictive Oncology Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on December 2, 2022 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s 2022 annual meeting of stockholders held on December 1, 2022 (the “2022 Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding whether advisory votes on the compensation of the Company's named executive officers required by Section 14A(a)(1) of the Securities Exchange Act of 1934 and Rule 14a-21(a) promulgated thereunder (the “Say-on-Pay Vote”) should be held every one, two or three years (the “Say-on-Frequency Proposal”). No other changes have been made to the Original Form 8-K.


Item 5.07 Submission of Matters to a Vote of Security Holders.


As previously reported in the Original Form 8-K, in an advisory vote held at the 2022 Annual Meeting on the Say-on-Frequency Proposal, the Company’s stockholders expressed their preference for a Say-on-Pay Vote to be conducted every year. The Company’s Board of Directors considered the outcome of the Say-on-Pay Vote and determined that future Say-on-Pay Votes will be conducted every year. In accordance with this determination, the Company submitted the Say-on-Pay Vote to stockholders at its 2023 annual meeting of stockholders held on December 28, 2023. The Company’s Board of Directors will re-evaluate its determination after the next Say-on-Frequency Proposal, which will be held no later than the 2028 annual meeting of stockholders.






Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





 Date: March 22, 2024 By:  /s/ Josh Blacher

Name: Josh Blacher

Title: Interim Chief Financial Officer