Current Report Filing (8-k)
September 25 2020 - 5:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 23, 2020
Predictive
Oncology Inc.
(Exact name of Registrant as Specified
in its Charter)
Delaware
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001-36790
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33-1007393
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2915 Commers Drive, Suite 900
Eagan, Minnesota
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55121
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (651) 389-4800
Former Name or Former Address, if Changed
Since Last Report: Not Applicable
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):
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.01 par value
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POAI
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Nasdaq Capital Market
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On September 23, 2020, the Compensation
Committee of the Board of Directors (the “Committee”) of Predictive Oncology Inc. (the “Company”) approved
the elements of a compensation program for the executive officers of the Company. The Committee considered and will continue to
consider best practices, marketplace, competitive and Company conditions when determining compensation levels.
The base salaries of the executive officers
were increased by 15%, effective as of July 1, 2020, resulting in annualized base salaries of $460,000 for Carl Schwartz, the Chief
Executive Officer (“CEO”), and $345,000 for the Bob Myers, the Chief Financial Officer (“CFO”). Thereafter,
salaries are to be reviewed on or about February 28 of every year. Further, in recognition of various factors, including (i) the
CEO and CFO not having received an incentive bonus opportunity for several years, (ii) recognition of the efforts of the officers
for these years, and (iii) erosion of the amount of equity awards held by the CEO and CFO, including the reduced retention value
inherent in those awards, the CEO and CFO were awarded a one-time, special interim grant of retention equity awards for 2020 on
September 23, 2020. These awards consisted of 300,000 restricted stock units for the CEO and 100,000 restricted stock units for
the CFO, payable in shares of common stock and vesting in equal annual installments over three years, subject to continued employment,
with accelerated vesting upon certain events, including involuntary termination without cause, voluntary termination for good reason
or retirement after at least eighteen months upon at least six months notice.
In addition, the executive officers will
be eligible for an annual bonus and a long-term incentive program effective January 1, 2021. Based on Company and personal performance
vs. annual objectives to be established by the officers and the Committee and to be evaluated by the Committee, the officers will
be granted an annual bonus opportunity ranging from 0% to 50% of base salary, or at the Board’s discretion, a higher percentage
based on performance. Also, under the long-term incentive program, the officers will receive annual grants of restricted stock
units on January 1 of each calendar year starting in 2021. Each grant will consist of 100,000 restricted stock units for the CEO
and 50,000 restricted stock for the CFO, with vesting of each grant over three years based on performance and continued employment.
SIGNATURES
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.
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PREDICTIVE ONCOLOGY inc.
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By:
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/s/ Bob Myers
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Name: Bob Myers
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Title: Chief Financial Officer
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September 25, 2020
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