Predictive Oncology Seeks Shareholder Nod on Dilution, Board Seats

TL;DR

**AGPU is asking shareholders to approve massive dilution, so vote 'NO' on the warrant issuance unless you're ready for your stake to get crushed.**

AI Summary

Predictive Oncology Inc. (AGPU) is holding its Annual Meeting on November 25, 2025, to address several critical proposals. Shareholders will vote on the election of two Class I directors, Daniel E. Handley, M.S., Ph.D. and Chuck Nuzum, to serve until the 2028 Annual Meeting. A key financial proposal involves ratifying KPMG LLP as the independent auditor for the fiscal year ending December 31, 2025. The company also seeks approval for an amendment to its 2024 Equity Incentive Plan and, significantly, the issuance of 14,903,393 shares of common stock upon the exercise of pre-funded warrants, which could lead to substantial dilution. Additionally, a non-binding advisory vote on executive compensation will take place. The record date for voting is October 24, 2025, with 3,501,430 shares of common stock outstanding and entitled to vote. The company recently saw a board change with Nancy Chung-Welch, Ph.D. resigning on October 7, 2025, and Shawn Matthews appointed as a Class II director on the same date.

Why It Matters

This DEF 14A filing is crucial for AGPU investors as it outlines proposals that could significantly impact share structure and governance. The approval of issuing 14,903,393 shares from pre-funded warrants represents a potential dilution of over 400% compared to the 3,501,430 shares currently outstanding, which could depress per-share value. For employees, the amendment to the 2024 Equity Incentive Plan could affect future compensation and retention. Customers and the broader market will watch these governance decisions as they reflect the company's stability and strategic direction in the competitive oncology space, especially with a board change involving Nancy Chung-Welch, Ph.D.'s resignation and Shawn Matthews' appointment.

Risk Assessment

Risk Level: high — The risk level is high primarily due to Proposal No. 4, which seeks approval for the issuance of 14,903,393 shares of common stock upon the exercise of pre-funded warrants. This represents a potential dilution of over 425% compared to the 3,501,430 shares outstanding as of the October 24, 2025 record date, significantly impacting existing shareholder value. Additionally, the approval of an amendment to the 2024 Equity Incentive Plan (Proposal No. 3) could further increase the number of shares available for equity awards, adding to potential future dilution.

Analyst Insight

Investors should carefully evaluate Proposal No. 4 regarding the issuance of 14,903,393 shares from pre-funded warrants, as a 'FOR' vote will lead to substantial dilution. Consider voting 'AGAINST' this proposal to protect your current equity stake. Review the executive compensation proposal (Proposal No. 5) and the 2024 Equity Incentive Plan amendment (Proposal No. 3) for their potential impact on future share count and governance.

Key Numbers

• 14,903,393 shares — Shares from pre-funded warrants (Potential issuance, representing significant dilution)
• 3,501,430 shares — Shares outstanding (Total shares entitled to vote as of October 24, 2025)
• November 25, 2025 — Annual Meeting Date (Date shareholders will vote on key proposals)
• October 24, 2025 — Record Date (Date for determining eligible voters)
• $15,000 — Proxy Solicitation Fee (Fee paid to Sodali & Co. for proxy services)
• 2028 — Class I Director Term End (Year new Class I directors' terms expire if elected)
• 7 — Board Directors (Current number of sitting directors on the Board)
• October 7, 2025 — Board Change Date (Effective date of Nancy Chung-Welch's resignation and Shawn Matthews' appointment)
• 1,167,144 shares — Quorum Requirement (One-third of outstanding shares needed for a valid meeting)

Key Players & Entities

• Predictive Oncology Inc. (company) — Registrant and company holding the Annual Meeting
• AGPU (company) — Ticker symbol for Predictive Oncology Inc.
• November 25, 2025 (date) — Date of the Annual Meeting of Stockholders
• KPMG LLP (company) — Independent registered public accounting firm for fiscal year ending December 31, 2025
• 14,903,393 shares (dollar_amount) — Number of common stock shares to be issued upon exercise of pre-funded warrants
• October 24, 2025 (date) — Record date for the Annual Meeting
• 3,501,430 shares (dollar_amount) — Number of common stock shares outstanding and entitled to vote on the record date
• Daniel E. Handley, M.S., Ph.D. (person) — Nominee for Class I director
• Chuck Nuzum (person) — Nominee for Class I director
• Raymond Vennare (person) — Chief Executive Officer and Chairman of the Board

FAQ

Industry Context

Predictive Oncology Inc. operates in the highly competitive and rapidly evolving biotechnology and oncology sector. The industry is characterized by significant research and development costs, long product development cycles, and stringent regulatory hurdles. Companies often rely on strategic partnerships, intellectual property protection, and successful clinical trial outcomes to advance their pipelines and achieve commercial success.

Regulatory Implications

The company faces regulatory scrutiny common in the pharmaceutical and biotech industries, particularly concerning clinical trial data, drug approvals, and marketing practices. Compliance with FDA regulations and other health authorities is paramount. Any missteps in regulatory processes or product safety could lead to significant delays, fines, or market withdrawal.

What Investors Should Do

1. Review the potential dilution from the exercise of 14,903,393 pre-funded warrants.
2. Evaluate the proposed amendment to the 2024 Equity Incentive Plan.
3. Consider the 'Say-on-Pay' vote regarding executive compensation.
4. Vote on the ratification of KPMG LLP as the independent auditor.
5. Vote for the election of Class I directors Daniel E. Handley and Chuck Nuzum.

Key Dates

• 2025-11-25: Annual Meeting of Stockholders — Shareholders will vote on director elections, auditor ratification, equity incentive plan amendment, pre-funded warrant exercise, and executive compensation.
• 2025-10-24: Record Date — Determines which shareholders are eligible to vote at the Annual Meeting. 3,501,430 shares of common stock were outstanding and entitled to vote on this date.
• 2025-10-07: Board Change — Nancy Chung-Welch resigned, and Shawn Matthews was appointed as a Class II director, impacting board composition.
• 2025-10-27: Proxy Statement Availability — The proxy statement and related materials were made available to stockholders, initiating the proxy voting period.

Glossary

DEF 14A

A proxy statement filing required by the SEC for annual meetings of shareholders. (This document contains all the information shareholders need to make informed voting decisions at the annual meeting.)

Pre-funded Warrants

A type of warrant that allows the holder to purchase shares at a nominal exercise price, often used in financings to avoid immediate dilution. (The exercise of 14,903,393 pre-funded warrants is a key proposal, indicating potential significant dilution for existing shareholders.)

Class I Directors

Directors elected for a specific term, typically three years, forming a class within the board structure. (Shareholders are voting on the election of two Class I directors, Daniel E. Handley and Chuck Nuzum, whose terms would expire in 2028.)

Independent Auditor

An external accounting firm hired to audit a company's financial statements to ensure accuracy and compliance. (Shareholders are asked to ratify KPMG LLP as the independent auditor for the fiscal year ending December 31, 2025.)

Equity Incentive Plan

A plan that allows a company to grant stock options, restricted stock, or other equity-based awards to employees and directors. (Shareholders are voting on an amendment to the 2024 Equity Incentive Plan, which could affect future equity compensation.)

Say-on-Pay

A non-binding shareholder vote on the compensation of a company's named executive officers. (This proposal allows shareholders to express their opinion on the company's executive compensation practices.)

Street Name

Shares held by a broker or bank on behalf of a customer, rather than being registered directly in the customer's name. (Explains how beneficial owners, whose shares are held in street name, can vote their shares through their broker.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (A quorum of one-third of outstanding shares (1,167,144 shares) is needed for the annual meeting to be valid.)

Year-Over-Year Comparison

This filing indicates a significant upcoming event with the potential for substantial share dilution due to the exercise of pre-funded warrants, a factor not highlighted in previous filings. The company is also seeking approval for an amendment to its equity incentive plan, suggesting adjustments to its long-term compensation strategy. The number of outstanding shares and the record date are critical metrics for understanding voting power and potential dilution.

Key Financial Figures

• $15,000 — ed to pay Sodali a fee of approximately $15,000, plus out-of-pocket expenses, for these

Filing Documents

• poai20251022_def14a.htm (DEF 14A) — 613KB
• mail.jpg (GRAPHIC) — 1KB
• mouse.jpg (GRAPHIC) — 1KB
• peoandaveragenonpeo.jpg (GRAPHIC) — 68KB
• peoandaveragenonpeonetloss.jpg (GRAPHIC) — 69KB
• 0001171843-25-006678.txt ( ) — 1565KB
• poai-20241231.xsd (EX-101.SCH) — 5KB
• poai-20241231_def.xml (EX-101.DEF) — 2KB
• poai-20241231_lab.xml (EX-101.LAB) — 3KB
• poai-20241231_pre.xml (EX-101.PRE) — 2KB
• poai20251022_def14a_htm.xml (XML) — 140KB

EXECUTIVE COMPENSATION

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 32 FORM 10-K 33 OTHER MATTERS 33 PREDICTIVE ONCOLOGY INC. 91 43 rd 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 Who is soliciting my vote? The Board of Directors (the "Board of Directors" or the "Board") of Predictive Oncology Inc. ("Predictive" or the "Company") is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held 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, including any adjournments or postponements of the Annual Meeting. We are first making this Proxy Statement and accompanying materials available to our stockholders on or about October 27, 2025. Am I allowed to attend the Annual Meeting in person? Stockholders may attend the Annual Meeting in person. Any stockholder who desires to attend in person is kindly asked to provide advance written notice to secretary@predictive-oncology.com. If you would like directions to the offices of DLA Piper LLP (US), please call (412) 432-1500. Who can vote at the Annual Meeting? Only stockholders of record at the close of business on October 24, 2025, will be entitled to vote at the Annual Meeting. On the record date, there were 3,501,430 shares of common stock outstanding and entitled to vote. A list of stockholders, as of the record date, will be available for inspection for the ten days prior to the Annual Meeting. If you would like to inspect the stockholder list, contact us at secretary@predictive-oncology.com. Stockholder of Record: Shares Registered in Your Name If, on October 24, 2025, your shares were registered directly in your name with the Company's transfer agent, Pacific Stock Transfer, then you are

View Full Filing

View this DEF 14A filing on SEC EDGAR