UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| 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 Pursuant to 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 the appropriate box):
| ☒ | 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 |
PREDICTIVE ONCOLOGY INC.
91 43 rd Street, Suite 110
Pittsburgh, Pennsylvania 15201
Telephone: (412) 432-1500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 30, 2024
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the Annual Meeting) of Predictive Oncology Inc. (the Company) on December 30, 2024, 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 three Class III directors to hold office until the 2027 Annual Meeting of Stockholders; |
| 2. | To ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2024 (the Auditor Proposal); |
| 3. | To vote on a proposal to approve the 2024 Equity Incentive Plan (the Plan Proposal); |
| 4. | To vote on a non-binding advisory resolution to approve compensation of the Companys executive officers as disclosed in the proxy statement accompanying this Notice; and |
| 5. | 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 November 27, 2024. 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
November 27, 2024
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 DECEMBER 30, 2024:
The Notice of Annual Meeting of Stockholders, the Proxy Statement and form of proxy card for the Annual meeting are available at www.annualgeneralmeetings.com/poai2024/.
TABLE OF CONTENTS
PREDICTIVE ONCOLOGY INC.
91 43 rd Street, Suite 110
Pittsburgh, Pennsylvania
Telephone: (412) 432-1500
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 30, 2024
Who is soliciting my vote?
The Board of Directors (theBoard of Directors or the Board) of Predictive Oncology Inc. (Predictive or the Company) is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders of the Company (the Annual Meeting) to be held on December 30, 2024, at 12:00PM (Eastern Time), at the offices of DLA Piper LLP (US) at 1001 Liberty Avenue, Suite 500, Pittsburgh, PA 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 November 27, 2024.
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 November 27, 2024, will be entitled to vote at the Annual Meeting. On the record date, there were 6,666,993 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 November 27, 2024, your shares were registered directly in your name with the Companys transfer agent, Pacific Stock Transfer, then you are a stockholder of record. As a stockholder of record, you may vote at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to vote your shares electronically over the Internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time, as instructed below.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If, on November 27, 2024, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the meeting unless you request and obtain a valid legal proxy from your broker or other agent.
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What am I voting on?
There are four matters scheduled for a vote:
| 1. | The election of three Class III directors to hold office until the 2027 Annual Meeting of Stockholders; |
| 2. | Ratification of the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2024 (the Auditor Proposal) |
| 3. | A proposal to adopt the 2024 Equity Incentive Plan (the Plan Proposal); and |
| 4. | A non-binding advisory resolution to approve compensation of the Companys executive officers as disclosed in the proxy statement accompanying this Notice. |
We may also transact any other business as may properly come before the Annual Meeting or any adjournments thereof.
How do I vote?
For Proposal No. 1, you may either vote FOR the nominee to the Board of Directors or you may Withhold your vote for the nominee. With respect to Proposals 2, 3 and 4, you may vote FOR or AGAINST or abstain from voting. The procedures for voting are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote at the Annual Meeting, vote by proxy using the enclosed proxy card, or vote by proxy on the Internet. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote your shares even if you have already voted by proxy.
| To vote online before the Annual Meeting, go to www.annualgeneralmeetings.com/poai2024/ and transmit your voting instructions up until 11:59 p.m. Eastern time on December 29, 2024. Be sure to have your proxy card available and follow the instructions given on the secure website. |
| To vote using a proxy card, simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. |
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should receive proxy materials and voting instructions from that organization rather than from us. Simply follow the voting instructions to ensure that your vote is submitted to your broker or bank. To vote in real time at the Annual Meeting, you must obtain a valid legal proxy from your broker, bank, or other agent. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a proxy form.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of November 27, 2024.
What if I return a proxy card or otherwise vote but do not make specific choices?
If you return a signed and dated proxy card or otherwise vote without marking any voting selections, your shares will be voted For the directors nominated for re-election in Proposal No. 1, and For Proposals 2, 3 and 4. If you are a stockholder of record and do not vote over the Internet or by completing your proxy card, by voting at the annual meeting, your shares will not be voted.
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Who is the Companys proxy solicitor, and who is paying for this proxy solicitation?
The Company has retained Sodali Co. (Sodali), an independent proxy solicitation firm, to assist in soliciting proxies on our behalf. We have agreed to pay Sodali a fee of $15,000, plus out-of-pocket expenses, for these services. We bear all proxy solicitation costs. If stockholders need assistance with casting or changing their vote, they should contact our proxy solicitor at (800) 662-5200.
In addition, our directors and employees may also solicit proxies in person, by telephone, email or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
Are proxy materials available on the Internet?
Proxy materials for the Annual Meeting are available at www.annualgeneralmeetings.com/poai2024/ .
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:
| You may send a written notice to the secretary of the Company before the Annual Meeting stating that you would like to revoke your proxy. |
| If you have signed and returned a paper proxy card, you may sign a new proxy card bearing a later date and submit it as instructed above. |
| If you have voted over the Internet, you may cast a new vote over the Internet as instructed above. |
You may attend the Annual Meeting to vote in person.Attending the meeting will not, by itself, revoke your proxy. If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
Is cumulative voting permitted for the election of directors?
No. You will not be permitted to cumulate your votes for the election of directors. Under Delaware law, stockholders are not entitled to cumulative voting rights unless a corporations certificate of incorporation explicitly authorizes such rights. The Companys certificate of incorporation does not authorize cumulative voting rights for stockholders.
What are broker non-votes?
Broker non-votes occur when a beneficial owner of shares held in street name does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed non-routine. Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered routine, but not with respect to non-routine matters. Proposal No. 2 is considered routine under applicable securities exchange rules. All other proposals are matters considered non-routine by the New York Stock Exchange, and therefore, there may be broker non-votes on these proposals.
How are votes counted and how many votes are needed to approve each proposal?
| For Proposal No. 1, the election of three Class III directors, the nominees receiving the most For votes (from the holders of shares of capital stock of the Company present in person or represented by proxy at the Annual Meeting and entitled to vote on Proposal 1) will be elected. Only votes For or Withheld will affect the outcome. Broker non-votes will have no effect on the outcome of Proposal 1. |
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| For Proposal No. 2, approval of auditors, to be approved, Proposal No. 2 must receive a For vote from majority of shares of capital stock of the Company present in person or represented by proxy at the Annual Meeting and entitled to vote on Proposal No. 2. Abstentions will be counted towards the vote total for Proposal 2 and will have the same effect as Against votes. No broker non-votes are expected on Proposal No. 2. |
| For Proposal No. 3, adopting the 2024 Equity Incentive Plan, Proposal No. 3 must receive a For vote from a majority of the shares of capital stock of the Company present in person or represented by proxy at the Annual Meeting and entitled to vote on Proposal No. 3. If you Abstain from voting, it will have the same effect as an Against vote. Broker non-votes will not have any effect on approval of Proposal No. 3. |
| For Proposal No. 4, voting on a non-binding advisory resolution on executive compensation, Proposal No. 4 must receive a For vote from a majority of shares of capital stock of the Company present in person or represented by proxy at the Annual Meeting and entitled to vote on Proposal No. 4. If you Abstain from voting, it will have the same effect as an Against vote. Broker non-votes will not have any effect on approval of Proposal No. 4. |
Because Proposal No. 4 is advisory only, the outcome of this vote will not be binding upon the Company or the Board of Directors. However, we value stockholders opinions, and we will consider the outcome of that vote when determining future executive compensation arrangements.
What is the quorum requirement?
A quorum of the Companys stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least one-third of the outstanding shares are present at the meeting or represented by proxy. On the record date, there were 6,666,993 shares of common stock outstanding and entitled to vote. Thus, the holders of 2,222,331 shares of common stock must be present at the meeting or represented by proxy at the meeting to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in real time at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K, which we will file within four business days after the Annual Meeting.
When are stockholder proposals due for the 2025 Annual Meeting?
If you would like to present a proposal for consideration to be included in the proxy materials for the 2025 annual meeting of stockholders, you must comply with Rule 14a-8 under the Exchange Act and the advance notice provisions of our Amended and Restated Bylaws. You must also make sure that we receive your proposal at our executive offices (sent c/o Secretary) no later than July 30, 2025 if the 2025 annual meeting is held within 30 days of December 30, 2025. If the 2025 annual meeting is not held within 30 days of such date, then we will disclose the deadline for such proposals, if different.
If you would like to recommend a person for consideration as a nominee for election as a director at the 2025 annual meeting of stockholders, you must comply with the advance notice provisions of our Second Amended and Restated Bylaws. These provisions require that we receive your nomination at our executive offices (sent c/o Secretary) no earlier than October 1, 2025 and no later than October 31, 2025. If the 2025 annual meeting is not held within 30 days of December 30, 2025, then the Company will disclose the deadline for such proposals, if different.
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If you would like to present a proposal at the 2025 annual meeting of stockholders without including it in our proxy statement, you must comply with the advance notice provisions of our Second Amended and Restated Bylaws. These provisions require that we receive your proposal at our executive offices (sent c/o Secretary) no earlier than October 1, 2025 and no later than October 31, 2025. If the Annual Meeting is not held within 30 days of December 30, 2024, then the Company will disclose the deadline for such proposals, if different.
In addition to satisfying the foregoing requirements under our Second Amended and Restated Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees for the 2025 annual meeting of stockholders other than the Companys nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than November 1, 2025, which is 60 days prior to the anniversary date of the annual meeting.
If the presiding officer at the 2025 annual meeting of stockholders determines that a stockholder proposal or stockholder director nomination was not submitted in compliance with the advance notice provisions of our Second Amended and Restated Bylaws, the proposal or nomination will be ruled out of order and not acted upon.
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PROPOSAL NO. 1: ELECTION OF DIRECTORS
The Board of Directors shall be comprised of such number of directors as determined by the Board, and directors need not be stockholders of the Company. The Board is divided into three classes, and one class is elected each year at the Annual Meeting of Stockholders for a term of three years. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy shall serve for the remainder of the full term and until the directors successor is elected and qualified.
The Company does not maintain term limits for its directors and each director serves for a three-year term or until his or her successor is elected and duly qualified. The Board has established a Nominating and Governance Committee which considers director candidates, including those recommended by stockholders, and recommends candidates to the full Board for approval. To recommend an individual for nomination as a director, stockholders should submit such recommendation in writing to our Secretary at 91 43 rd Street, Suite 110, Pittsburgh, Pennsylvania 15201
The terms of the Class III directors are scheduled to expire on the date of the upcoming Annual Meeting. Based on the recommendation of the Nominating and Governance Committee, the Boards nominees for election by the stockholders are Raymond F. Vennare, and Veena Rao, Ph.D. If elected, each nominee will serve as a director until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal. The terms of the Class I and Class II directors are scheduled to expire on the date of the Companys 2025 and 2026 annual stockholders meetings, respectively. The Board is currently comprised of seven sitting directors.
Set forth below are the biographies of each director, as well as a discussion of the experience, qualifications, attributes and skills that led the Board to conclude that each person nominated to serve or currently serving on the Board should serve as a director. In addition to the information presented below, we believe that the nominees meet the minimum qualifications established by the Nominating and Governance Committee.
| Name | Age (1) | Position | Director Class | |||
| Raymond F. Vennare | 72 | Director, CEO, Chairman of the Board | Class III | |||
| Daniel E. Handley, M.S., Ph.D. | 64 | Director | Class I | |||
| Gregory S. St. Clair, Sr. | 58 | Director | Class II | |||
| Chuck Nuzum | 76 | Director | Class I | |||
| Nancy Chung-Welch, Ph.D. | 64 | Director | Class II | |||
| Matthew J. Hawryluk, Ph.D. | 46 | Director | Class II | |||
| Veena Rao, Ph.D. | 57 | Director | Class III | |||
| (1) | As of the date of this proxy statement |
Nominees for Class III Directors for a Three-Year Term Ending at the 2027 Annual Meeting
Raymond F. Vennare . Mr. Vennare was appointed to the Board on September 13, 2021 and in November 2022, was appointed as our Chief Executive Officer and as Chairman of the Board. Mr. Vennare brings more than thirty years of experience to his work as an accomplished senior executive, board director and biotechnology entrepreneur. As a professional who has built and managed companies on behalf of institutional investors, private foundations and research institutions, he is recognized as an expert in the practice of company creation, technology commercialization, business development and corporate governance. Mr. Vennare is currently (and has been since 2015) Chairman of the Board of Cvergenx, Inc., a genomic informatics company developing decision-support tools for radiation oncology, and since 2019 has been on the Board of Directors of Cvergenx Technologies India Private, Ltd. Mr. Vennare was CEO of Cvergenx, Inc., from 2015 until 2022 when he resigned as CEO of Cvergenx upon accepting his position as CEO and Chairman of the Board for Predictive Oncology Inc. He also serves as a trusted and confidential advisor to clients as diverse as nationally ranked universities and philanthropic foundations to multi-national publicly traded companies and early-stage start-ups. Previously Mr. Vennare was Co-founder, President and CEO of ThermalTherapeutic Systems, Inc. (Medical Device); President and Chief Executive Officer of ImmunoSite, Inc. (Diagnostics); Senior Vice President and Chief Information Officer, TissueInformatics, Inc. (Bioinformatics); Founder, President and Partner in VSInteractive (Information Technology) and, Founder and President of the Fine Art Inventory Network (On-line Commerce). From June 2018 to December 2020, he was Vice Chairman of Guangzhou INDA Biotechnology Company, Ltd. Mr. Vennare has a Masters Degree in Business and Ethics from Duquesne University, a Masters Degree in Art History and Museum Studies from Case Western Reserve University and a Bachelors Degree from the University of Pittsburgh.
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Veena Rao, Ph.D. Dr. Rao was appointed to the Board on May 2, 2023. Dr. Rao is an experienced commercial and technical leader with over 25 years of experience in the areas of drug development, med tech, medical devices, and digital health, having held a number of roles in both large and small company environments. She has a background in technology innovation, licensing, and corporate business development in addition to having led commercialization launches and go-to-market teams for novel drug and medical device products. Dr. Rao currently serves as Chief Operating Officer at Abvance Therapeutics, a seed-stage biotech developing novel diabetes treatments. Previously, Dr. Rao served as President and Chief Business Officer at Portal Instruments and Chief Commercial Officer at Beta Bionics. Prior to Beta Bionics, Dr. Rao spent over a decade at Eli Lilly and Company holding several commercial and technical roles including as Vice President of External Innovation for the Lilly Device, Delivery, and Digital Health teams. Dr. Rao has also served on the Board of Directors of Thermalin, Inc, advisor to the PharmStars digital health accelerator, and as an advisor to Digbi Health. Dr. Rao holds a B.S. in Chemical Engineering from the University of Minnesota, a PhD in Chemical Engineering from Stanford University and an MBA from the University of Virginia Darden School of Business.
Class I Directors Continuing in Office Until the 2025 Annual Meeting
Daniel E. HandleyM.S., Ph.D. Dr. Handley was appointed to the Board on February 19, 2020. He serves as a Professor and the Director of the Clinical and Translational Genome Research Institute of Southern California University of Health Sciences. Previously, he was the Chief Scientific Officer of the Clinical and Translational Genome Research Institute, a Florida 501(c)3 non-profit corporation. During that time, he also held a courtesy faculty appointment in the Department of Biological Sciences at Florida Gulf Coast University. He previously served as the Chief Scientific Officer for Advanced Healthcare Technology Solutions, Inc., Life-Seq, LLC, as a senior researcher at the Procter Gamble Co., a senior administrator, researcher, and laboratory manager at the David Geffen UCLA School of Medicine, and as a founding biotechnology inventor for the National Genetics Institute. He holds a B.A. in Biophysics from Johns Hopkins University, an M.S. in Logic and Computation from Carnegie Mellon University, a Ph.D. in Human Genetics from the University of Pittsburgh. He completed his post-doctoral training at Magee-Womens Research Institute researching advanced genomic technologies applied to fetal and maternal health. He is a decorated veteran of the U.S. Navy, having served as a nuclear propulsion instructor and a submarine nuclear reactor operator.
Chuck Nuzum . Mr. Nuzum was appointed to the Board on July 9, 2020. He has extensive experience as a CFO that ranges from private start-ups to large publicly traded companies. Mr. Nuzum presently provides financial consulting services on a project basis to companies such as McKesson, BioMarin, AutoDesk and Squire Patton Boggs, mentors start-up companies and serves on the Board of Directors of several companies. Previously he was co-founder and CFO of the Tyburn Group, a financial services company that creates and delivers prepaid payroll and general-purpose card programs for customers. For the four years prior, Mr. Nuzum served as the Controller of Dey, L.P., a large pharmaceutical manufacturing subsidiary of Merck KGaA. Prior to that he was co-founder, Executive Vice President and CFO of SVC Financials Services, one of the first companies in the field to integrate a mobile money solution for global distribution, Vice President of Finance and Administration at Tiburon, Inc., a leader in public safety and justice information systems, and CFO of Winebid.com the worlds leading e-commerce wine auction company. For more than two decades, Mr. Nuzum was CFO of Loomis Fargo Co., the well-known international provider of ATM systems, armored cars and other security services. Mr. Nuzum, a Certified Public Accountant, earned his BA at the University of Washington at Seattle.
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Class II Directors Continuing in Office Until the 2026 Annual Meeting
Gregory S. St. Clair, Sr. Mr. St. Clair was appointed to the Board on July 9, 2020. He is the Founder and Managing Member of SunStone Consulting, LLC, a healthcare consulting firm that has served healthcare providers throughout the United States since 2002. As frequently sought experts on issues related to compliance, reimbursement and revenue integrity, Mr. St. Clair and his team are constantly on-call to assist clients as they address financial challenges through creative solutions to the nations health systems. He is a nationally recognized expert by government regulators and health law attorneys regarding reimbursement and compliance matters. Previously, Mr. St. Clair worked as a national vice president for CGI, ImrGlobal, and Orion Consulting and as national director for Coopers Lybrand. He holds a B.A. in Accounting and Finance from Juniata College in Huntington, Pennsylvania.
Nancy Chung-Welch, Ph.D. Dr. Chung-Welch was appointed to the Board on July 9, 2020. She is currently an independent consultant advising life science companies and their institutional investors on life science companies, technologies and industries with an emphasis on the research product/tools market. Previously she was a Director, Business Development at Cell Signaling Technology and was Director, Business Development at Thermo Fisher Scientific and Technical Marketing Manager for Fisher Scientific. She has over 25 years of marketing and business development experience in the life sciences market. Dr. Chung-Welch has a balanced blend of business and technical/analytical strengths to provide sound foundation for technology/IP assessments and external partnerships. She has a strong record of domestic and international experience in business and customer needs analysis, technology assessment, licensing, distribution deals, partnerships, strategic alliances, strategic customer relationships, mergers/acquisitions. She previously served as Instructor in Surgery and Assistant in Physiology at Harvard Medical School and the Massachusetts General Hospital with expertise in basic science research, including cell biology, tissue culture, vascular physiology, genomics, proteomics, and lab automation applications. She is also a hands-on marketing executive and has conceptualized, launched, and managed products and services in the laboratory, medical, biotech/pharma, academic and government markets. She received her Ph.D. in Vascular Physiology and Cell Biology from Boston University.
Matthew J. Hawryluk, Ph.D. Dr. Hawryluk was appointed to the Board on November 29, 2022. He has served as Executive Vice President and Chief Business Officer of Gritstone bio, Inc. since November 2015. Since July 2024, Dr. Hawryluk has served as a Board Director for Ourotech, Inc. (D.B.A. Pear Bio). Since March 2020, Dr. Hawryluk has served as an Advisory Board Member of PathAI, Inc. Prior to Gritstone, from April 2011 to October 2015, Dr. Hawryluk held positions of increasing responsibility at Foundation Medicine, Inc., then a public molecular diagnostics company (subsequently acquired by Roche), most recently serving as Vice President, Corporate and Business Development. Previously, he held roles in business development, marketing, and product management across multiple divisions of Thermo Fisher Scientific, Inc. Dr. Hawryluk received a B.S. from the University of Notre Dame, a Ph.D. in cell biology and protein biochemistry from the University of Pittsburgh School of Medicine and an M.B.A. at Carnegie Mellon Universitys Tepper School of Business as a Swartz Entrepreneurial Fellow.
Vote Required and Board of Directors Recommendation
Directors are elected by a plurality of the votes of the shares present at the Annual Meeting or represented by proxy and entitled to vote on the election of directors at the Annual Meeting. The nominees receiving the most For votes will be elected. If no contrary indication is made, shares represented by executed proxies will be voted For the election of the nominees named above or, if any nominee becomes unavailable for election as a result of an unexpected occurrence, For the election of a substitute nominee designated by the Board. The nominees have agreed to serve as directors if elected, and the Company has no reason to believe that the nominees will be unable to serve.
The proposal for the election of directors relates solely to the election of the Class III directors nominated by the Board of Directors.
THE PREDICTIVE BOARD RECOMMENDS THAT YOU VOTE FOR THE CLASS III NOMINEES NAMED ABOVE.
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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Independence of the Board of Directors
Under NASDAQ listing standards, a majority of the members of a listed companys Board of Directors must qualify as independent, as affirmatively determined by the board of directors. The Board of Directors consults with counsel to ensure that the Board of Directors determinations are consistent with relevant securities and other laws and regulations regarding the definition of independent, including those set forth in pertinent listing standards of the NASDAQ, as in effect from time to time.
Consistent with these considerations, after review of all relevant transactions or relationships between each director, or any of his or her family members, and the Company, its senior management, and its independent registered public accounting firm, the Board of Directors has determined that Chuck Nuzum, Nancy Chung-Welch, Ph.D., Gregory S. St. Clair, Sr., Dan Handley, Ph.D., Matthew J. Hawryluk, Ph.D., and Veena Rao are independent directors within the meaning of the NASDAQ listing standards. In making this determination, the Board of Directors found that none of these directors and nominees had a material or other disqualifying relationship with the Company.
Leadership Structure
The Company does not have a policy regarding the separation of the roles of the Chief Executive Officer and the Chair of the Board, and instead the Board of Directors has the flexibility to select its Chair and Chief Executive Officer in the manner it believes is in the best interests of the stockholders. On November 1, 2022, Raymond F. Vennare was appointed Chairman of the Board and Chief Executive Officer of the Company. In April 2021, the Board appointed Chuck Nuzum as lead independent director. As lead independent director, Mr. Nuzum presides at all meetings of the Board of Directors at which the Chairman is not present, presides at executive sessions of the independent directors, calls meetings of independent directors as necessary and serves as a liaison between the Chairman and the independent directors.
Oversight of Risk Management
Board-level risk oversight is primarily performed by our full Board, although the Audit Committee oversees our internal controls and regularly assesses financial and accounting processes and risks. Our risk oversight process includes an ongoing dialogue between management and the Board and the Audit Committee, intended to identify and analyze risks that face the Company. Through these discussions with management and their own business experience and knowledge, our directors are able to identify material risks for which a full analysis and risk mitigation plans may be necessary. The Board (or the Audit Committee, with respect to risks related to internal controls, financial and accounting matters) monitors risk mitigation action plans developed by management, to ensure such plans are implemented and are effective in reducing the targeted risk.
Code of Ethics and Business Conduct
Our Board has adopted the Code of Ethics of Predictive Oncology Inc. that applies to all officers, directors and employees of the Company. We intend to maintain high standards of ethical business practices and compliance with all laws and regulations applicable to our business. The Code of Ethics is available in print to any stockholder requesting a copy in writing from our Corporate Secretary at our executive office set forth on the cover page of this proxy statement.
Stockholder Communications with the Board of Directors
Stockholders may send communications to the Companys Board of Directors, or to any individual Board member, by means of a letter to such individual Board member or the entire Board addressed to:
Board of Directors (or named Board member)
Predictive Oncology Inc.
Attention: Secretary
91 43 rd Street, Suite 110
Pittsburgh, Pennsylvania 15201
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All stockholder communications sent in care of our Secretary will be forwarded promptly to the applicable director(s).
Meetings of the Board of Directors
The Board of Directors met eight times during the fiscal year ended December 31, 2023. During that fiscal year, all directors attended at least 75% of the aggregate of the meetings of the Board of Directors and of the committees on which they served, and which were held during the period for which they were directors or committee members. In addition, the directors often communicate informally to discuss the affairs of the Company and, when appropriate, take formal action by written consent, in accordance with the Companys Certificate of Incorporation, as amended, its Second Amended and Restated Bylaws and Delaware law. The Company does not have a formal policy, but encourages directors to attend the annual meeting of stockholders.
Family Relationships
There are no family relationships between our directors and executive officers.
Information Regarding Committees of the Board of Directors
During the fiscal year ended December 31, 2023, the Board of Directors maintained four committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Merger Acquisition Committee. Below is a description of each committee of the Board of Directors as these committees are presently constituted. The Board of Directors has determined that each current member of each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee meets the applicable SEC and NASDAQ rules and regulations regarding independence and that each member is free of any relationship that would impair his or her individual exercise of independent judgment with regards to the Company.
Audit Committee of the Board; Audit Committee Financial Expert
The Audit Committee of the Board of Directors was established by the Board in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee the Companys corporate accounting and financial reporting processes and audits of its financial statements.
The functions of the Audit Committee include, among other things:
| serving as an independent and objective party to monitor the Companys financial reporting process and internal control system; |
| coordinating, reviewing and appraising the audit efforts of the Companys independent auditors and management and, to the extent the Company has an internal auditing or similar department or persons performing the functions of such department (internal auditing department or internal auditors), the internal auditing department; and |
| communicating directly with the independent auditors, financial and senior management, the internal auditing department, and the Board of Directors regarding the matters related to the committees responsibilities and duties. |
Both our independent registered public accounting firm and management periodically meet privately with the Audit Committee. Our Audit Committee currently consists of Mr. Nuzum, as the chairperson, Dr. Chung-Welch, Mr. St. Clair and Dr. Veena Rao. Each Audit Committee member is a non-employee director of the Board. The Board of Directors reviews the NASDAQ listing standards definition of independence for Audit Committee members on an annual basis and has determined that all current members of our Audit Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the NASDAQ listing standards). The Board has determined that Mr. Nuzum meets the criteria as an audit committee financial expert, as defined in Item 407(d)(5)(ii) of Regulation S-K under the Securities Act of 1933, as amended. The Audit Committee met seven times in fiscal year 2023.
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Compensation Committee
The Compensation Committee of the Board of Directors currently consists of four directors: Mr. Nuzum, as the chairperson, Dr. Chung-Welch, Mr. St. Clair and Dr. Hawryluk. All members of the Compensation Committee were appointed by the Board of Directors, and such committee consists entirely of directors who are outside directors for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code), non-employee directors for purposes of Rule 16b-3 under the Exchange Act and independent as independence is currently defined in Rule 4200(a)(15) of the NASDAQ listing standards. In fiscal 2023, the Compensation Committee met six times.
The functions of the Compensation Committee include, among other things:
| approving the annual compensation packages, including base salaries, incentive compensation, deferred compensation and stock-based compensation, for our executive officers; |
| administering our stock incentive plans, and subject to Board approval in the case of executive officers, approving grants of stock, stock options and other equity awards under such plans; |
| approving the terms of employment agreements for our executive officers; |
| developing, recommending, reviewing and administering compensation plans for members of the Board of Directors; |
| reviewing and discussing the Companys compensation discussion and analysis with management;and |
| preparing any compensation committee report required to be included in the annual proxy statement. |
All Compensation Committee approvals regarding compensation to be paid or awarded to our executive officers are rendered with the full power of the Board, though not necessarily reviewed by the full Board.
Our Chief Executive Officer may not be present during any Board or Compensation Committee voting or deliberations with respect to his compensation. Our Chief Executive Officer may, however, be present during any other voting or deliberations regarding compensation of our other executive officers but may not vote on such items of business.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee who served as such during the year ended December 31, 2023 has been an executive officer or employee of ours while serving on the Committee or had a relationship requiring disclosure under Item 404 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended. None of our officers currently serve, or have served during the last completed year, on the compensation committee or the board of directors of any other entity that has one or more officers serving as a member of the Board of Directors or the Compensation Committee.
Nominating and Governance Committee
The Nominating and Governance Committee of the Board of Directors currently consists of Dr. Handley, as the chairperson, Mr. Nuzum and Dr. Rao. Dr. Handley, Mr. Nuzum and Dr. Rao are independent directors, as such term is defined by the NASDAQ Market Listing Rule 5605(a)(2), and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. There were no meetings of the Nominating and Governance Committee during fiscal year 2023.
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In furtherance of its purpose, the Nominating and Governance Committee:
| evaluates the composition, organization and governance of the Board, determines future requirements and make recommendations to the Board for approval; |
| determines desired Board and committee skills and attributes and criteria for selecting new directors; |
| reviews candidates for Board membership consistent with the Committees criteria for selecting new directors or as recommended by our stockholders (which candidates are evaluated on the same basis as |
| other candidates). Annually, the Committee recommends a slate of nominees to the Board for consideration at our annual stockholdersmeeting; |
| develops a plan for, and consults with the Board regarding, management succession; and |
| advises the Board generally on corporate governance matters. |
In addition, the Committee, if and when deemed appropriate by the Board or the Committee, develops and recommends to the Board a set of corporate governance principles applicable to the Company, and reviews and reassesses the adequacy of such guidelines annually and recommends to the Board any changes deemed appropriate. The Committee also advises the Board on (1) committee member qualifications, (2) appointments, removals and rotation of committee members, (3) committee structure and operations (including authority to delegate to subcommittees), and (4) committee reporting to the Board. Finally, the Committee performs any other activities consistent with its charter, our Certification of Incorporation, Bylaws and governing law as the Committee or the Board deems appropriate.
The Committee develops criteria and qualifications for Board membership, including, but not limited to, minimum individual qualifications, relevant career experience and technical skills, industry knowledge and experience, financial expertise, geographic ties, familiarity with the Companys business, independence under applicable SEC rules and regulations and the Nasdaq Rules, gender, ethnic and racial background and ability to work collegially with others. The Committee uses these criteria to identify, interview and evaluate potential director candidates to determine their qualifications to serve on our Board as well as their compatibility with the culture of the Company, its philosophy and its Board and management. When considering director candidates, the Committee and the Board seek individuals with backgrounds and qualities that, when combined with those of our incumbent directors, enhance the Boards effectiveness and result in the Board having a broad range of skills, expertise, industry knowledge, diversity of opinion and contacts relevant to the Companys business. In addition, director nominees are expected to have demonstrated business acumen, experience and ability to exercise sound judgment in matters that relate to the current and long-term objectives of the Company, and to be willing and able to contribute positively to the decision-making process of the Company. We also expect nominees to be committed to understanding the Company and its industry and to regularly attend and participate in meetings of the Board and any Board committees on which they serve.
The Committee has the authority to obtain advice and seek assistance from internal or external legal, accounting or other advisors. The Committee has the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve such search firms fees and other retention terms.
MergerAcquisitionCommittee
TheMergerAcquisitionCommittee of the Board of Directors currently consists of Mr. Nuzum, Dr. Chung-Welch, Dr. Rao and Dr. Hawryluk. TheMergerAcquisitionCommittee advises the Company with respect to any considered mergers, acquisitions, joint ventures and/or consolidations of any type.
Diversity
The Nominating and Governance Committee of the Board of Directors considers and makes recommendations to the Board on all matters pertaining to the effectiveness of the Board, such as the size and composition of the Board; including the recognition of Equal Opportunity (which is the policy of treating Directors and others without discrimination, especially on the basis of their sex, ethnicity, religion, disability, national origin, sexual orientation or identification, veteran status, race or age). Pursuant to Rules 5605(f) and 5606 of the NASDAQ listing standards, we have made our board diversitymatrix available on our websiteat www.predictive-oncology.com under the For Investors and Corporate Governance tabs. The information on our website is not part of this proxy statement.
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Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership of such securities with the Securities and Exchange Commission. Based solely on review of the copies of Forms 3 and 4 and amendments thereto filed with the SEC during the fiscal year ended December 31, 2023 and Forms 5 and amendments thereto filed with the SEC with respect to such fiscal year, or written representations that no Forms 5 were required, we believe that there was one Form 4 that was filed one day late by Chuck Nuzum reporting one transaction and there were no other instances where the list of our officers, directors and greater than ten percent beneficial owners failed to file on a timely basis all Section 16(a) filing requirements during the fiscal year ended December 31, 2023.
Employee, Officer and Director Hedging and Pledging of Company Shares
The Company maintains a Policy on the Avoidance of Insider Trading that is applicable to its officers, members of the Board of Directors and all employees. The policy prohibits individuals subject to the policy from engaging in hedging transactions with respect to the Companys common stock as well as pledging shares of the Companys common stock.
The Audit Committee has the responsibility to review and approve all transactions to which a related party and the Company may be a party prior to their implementation, to assess whether such transactions meet applicable legal requirements. Except as described in this proxy statement, since the beginning of fiscal 2023, there were no related party transactions arising or existing requiring disclosure as required pursuant to NASDAQ listing standards, SEC rules and regulations or the Companys policy and procedures.
EQUITY COMPENSATION PLAN INFORMATION
The following table presents the equity compensation plan information as of December 31, 2023:
| Number of Securities to be Issued upon Exercise of Outstanding Restricted Stock, Warrants and Options (a) | Weighted Average Exercise Price of Outstanding Options, Warrants (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | |
| Equity compensation plans approved by security holders (1) | 47,664 | $82.23 | 94,878 |
| Equity compensation plans not approved by security holders | - | - | - |
(1) Consists of outstanding options under the 2008 Equity Incentive Plan and the 2012 Stock Incentive Plan. The remaining share authorization under the 2008 Equity Incentive Plan was rolled over to the current 2012 Stock Incentive Plan (as amended, the 2012 Plan).
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INFORMATION REGARDING OUR CURRENT EXECUTIVE OFFICERS
The following table sets forth certain information concerning our current executive officers.
| Name | Position(s) | Age | |||
| Raymond F. Vennare | Chief Executive Officer | 72 | |||
| Joshua Blacher | Interim Chief Financial Officer | 52 |
