Item 1.01 Entry into a Material Definitive Agreement.
Equity Purchase Agreement
On October 24, 2019 (the “Execution Date”),
Predictive Oncology Inc. (the “Company,” “we,” or “our”) entered into an Equity Purchase Agreement
(the “Purchase Agreement”) with Oasis Capital, LLC (the “Investor”), providing for an equity financing
facility (the “Equity Line”). The Purchase Agreement provides that, upon the terms and subject to the conditions in
the Purchase Agreement, the Investor is committed to purchase shares (“Put Shares”) having an aggregate value of up
to $15.0 million (the “Maximum Commitment Amount”) of our common stock, $0.01 par value per share (“Common Stock”),
during the period (the “Commitment Period”) commencing on the Execution Date, and ending on the earlier of (i) the
date on which the Investor shall have purchased Put Shares equal to the Maximum Commitment Amount, (ii) October 24, 2022, or (iii)
written notice of termination by the Company to the Investor (which shall not occur at any time that the Investor holds any of
the Put Shares). In consideration for the Investor’s execution and delivery of, and performance under the Purchase Agreement,
the Company also issued to the Investor 1,046,512 shares (the “Commitment Shares”) of Common Stock having an aggregate
market value of $450,000, based on the closing sale price per share on the NASDAQ Capital Market (“Nasdaq”) on October
23, 2019.
Under the terms of the Purchase Agreement, the
Investor will not be obligated to purchase Put Shares unless and until certain conditions (“Closing Conditions”) are
met, including but not limited to a registration statement on Form S-1 being effective which registers the Investor’s resale
of any Put Shares purchased by it under the Equity Line and the Commitment Shares. From time to time during the Commitment Period,
provided that the Closing Conditions are satisfied, we may, in our sole discretion, provide the Investor with a put notice (each,
a “Put Notice”), to purchase a specified number of Put Shares. Each Put Notice may be either an Option 1 Put Notice
or an Option 2 Put Notice.
Subject to certain
limitations and conditions, an “Option 1 Put Notice” will require the Investor to purchase the specified number of
Put Shares up to the Option 1 Maximum Put Amount. The “Option 1 Maximum Put Amount” means: (a) if, on the trading day
when the Put Notice is delivered (the “Put Date”), the closing bid price of the Common Stock on Nasdaq is below $1.00,
then “Option 1 Maximum Put Amount” shall mean the lesser of (i) 100,000 shares, or (ii) twenty percent (20%) of the
average trading volume of the Company’s Common Stock in the ten (10) trading days immediately preceding the respective Put
Date (the “Average Daily Trading Volume”); and (b) if, on the Put Date, the closing bid price of the Common Stock on
Nasdaq is $1.00 or greater but less than $1.50, then “Option 1 Maximum Put Amount” shall mean the lesser of (i) 125,000
shares, or (ii) twenty percent (20%) of the Average Daily Trading Volume; and (c) if, on the Put Date, the closing bid price of
the Common Stock on Nasdaq is $1.50 or greater but less than $2.00, then “Option 1 Maximum Put Amount” shall mean the
lesser of (i) 150,000 shares, or (ii) twenty percent (20%) of the Average Daily Trading Volume; and (d) if, on the Put Date, the
closing bid price of the Common Stock on Nasdaq is $2.00 or greater, then “Option 1 Maximum Put Amount” shall mean
the lesser of (i) 200,000 shares, or (ii) twenty percent (20%) of the Average Daily Trading Volume. The purchase price (the “Option
1 Purchase Price”) will be equal to the lesser of (i) the one (1) lowest traded price of the Common Stock on Nasdaq on the
date on which the Investor receives the Put Shares (the “Clearing Date”), or (ii) the average of the three (3) lowest
closing sale prices of the Common Stock on Nasdaq during the twelve (12) consecutive trading days immediately preceding the Clearing
Date associated with the applicable Put Notice during which the Option 1 Purchase Price of the Common Stock is valued.
The Company may only
deliver an Option 2 Put Notice if an Option 1 Put has been previously and effectively processed and its Clearing Date is the same
day as the Put Notice for the subject Option 2 Put. Subject to certain other limitations and conditions, an “Option 2 Put
Notice” will require the Investor to purchase the specified number of Put Shares up to up to the Option 2 Maximum Put Amount.
The “Option 2 Maximum Put Amount” means the lesser of (i) such amount that equals ten percent (10%) of the daily trading
volume of the Common Stock on the Put Date, and (ii) Two Hundred Thousand Dollars ($200,000.00). The purchase price (the “Option
2 Purchase Price”) will be equal to the lesser of (i) 91% of the one (1) lowest traded price of the Common Stock on Nasdaq
during the ten (10) consecutive trading days immediately preceding the trading day associated with the applicable Put Notice during
which the Option 2 Purchase Price of the Common Stock is valued, or (ii) 93% of the volume weighted average price on the Clearing
Date, or (iii) 93% of the closing bid price of the Common Stock on Nasdaq on the Clearing Date.
The Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including
for liabilities under the Securities Act, other obligations of the parties and termination provisions.
The foregoing description of the terms and conditions
of the Purchase Agreement is not complete and is qualified in its entirety by the full text of the Purchase Agreement, which is
filed herewith as Exhibit 10.1 and incorporated herein by this reference.
Registration Rights Agreement
In connection with the Equity Line, we also
entered into a Registration Rights Agreement, dated the Execution Date, with the Investor (the “Registration Rights Agreement”),
pursuant to which we agreed to register for resale any Put Shares purchased by the Investor under the Equity Line and the Commitment
Shares (the “Registrable Securities”) in an initial registration statement (the “Initial Registration Statement”)
on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”) by the fifth day after the Execution
Date. The Company is obligated to use its reasonable best efforts to have the Initial Registration Statement and any amendment
thereto declared effective by the SEC at the earliest possible date. In the event the number of shares available under the Initial
Registration Statement is insufficient to cover all of the Registrable Securities, the Company must amend the Initial Registration
Statement or file a new registration statement, so as to cover all of the Registrable Securities as soon as practicable, but in
any event not later than ten (10) business days after the necessity therefor arises, subject to any limits that may be imposed
by the SEC pursuant to Rule 415 under the Securities Act of 1933, as amended. As explained above, the effectiveness of the Initial
Registration Statement is a condition precedent to our ability to sell Put Shares to the Investor under the Purchase Agreement.
The foregoing description of the terms and conditions
of the Registration Rights Agreement is not complete and is qualified in its entirety by the full text of the Registration Rights
Agreement, which is filed herewith as Exhibit 10.2 and incorporated herein by this reference.