Sec Form 4 Filing - MYERS ROBERT L @ Predictive Oncology Inc. - 2020-09-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MYERS ROBERT L 2. Issuer Name and Ticker or Trading Symbol Predictive Oncology Inc. [ POAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 2915 COMMERS DRIVE, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 09/04/2020 (Street) EAGAN, MN55121 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 77 ( 4 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options $ 1,500 09/04/2020 D( 1 ) 53 ( 2 ) 08/13/2022 Common Stock 53 $ 0 0 D Stock Options (Right to buy) $ 1.54 09/04/2020 A( 1 ) 53 ( 2 ) 08/13/2022 CommonStock 53 $ 0 53 D Stock Options (Right to buy) $ 1,481.25 09/04/2020 D( 1 ) 42 ( 2 ) 08/29/2023 Common Stock 42 $ 0 0 D Stock Options (Right to buy) $ 1.54 09/04/2020 A( 1 ) 42 ( 2 ) 08/29/2023 Common Stock 42 $ 0 42 D Stock Options (Right to buy) $ 4,312.5 09/04/2020 D( 1 ) 14 ( 2 ) 03/07/2024 Common Stock 14 $ 0 0 D Stock Options (Right to buy) $ 1.54 09/04/2020 A( 1 ) 14 ( 2 ) 03/07/2024 Common Stock 14 $ 0 14 D Stock Options (Right to buy) $ 41.975 09/04/2020 D( 1 ) 357 ( 2 ) 09/16/2026 Common Stock 357 $ 0 0 D Stock Options (Right to buy) $ 1.54 09/04/2020 A( 1 ) 357 ( 2 ) 09/16/2026 Common Stock 357 $ 0 357 D Stock Options (Right to buy) $ 14.7 09/04/2020 D( 1 ) 30,411 ( 2 ) 06/22/2027 Common Stock 30,411 $ 0 0 D Stock Options (Right to buy) $ 1.54 09/04/2020 A( 1 ) 30,411 ( 2 ) 06/22/2027 Common Stock 30,411 $ 0 30,411 D Stock Options (Right to buy) $ 7.48 09/04/2020 D( 1 ) 16,600 ( 3 ) 04/04/2029 Common Stock 16,600 $ 0 0 D Stock Options (right to buy) $ 1.54 09/04/2020 A( 1 ) 16,600 ( 3 ) 04/04/2029 Common Stock 16,600 $ 0 16,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MYERS ROBERT L 2915 COMMERS DRIVE, SUITE 900 EAGAN, MN55121 Chief Financial Officer Signatures /s/ Bob Myers 09/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All transactions reported on this form involve the repricing of stock options with an exercise price greater than $1.54 to an exercise price of $1.54, as approved by shareholders at the 2020 annual meeting, with certification of the shareholder vote as of September 4, 2020. ( 2 )Currently exercisable. ( 3 )12,450 shares are currently vested; 2,075 shares vest on each of 10/4/2020 and 1/4/2021. ( 4 )Share ownership totals have been adjusted to reflect a 1 for 10 reverse stock split effected by the issuer on October 29, 2019.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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