Item 1.01 Entry into a
Material Definitive Agreement.
On May 6, 2020, Predictive Oncology Inc.,
a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement, dated May 6, 2020 (the “Agreement”)
with two institutional and accredited investors (the “Purchasers”) pursuant to which the Company agreed to issue and
sell in a registered direct offering (the “Offering”) an aggregate of 1,396,826 shares (the “Shares”)
of its common stock, at a purchase price of $1.575 per share, for gross proceeds of approximately $2.2 million. Predictive Oncology
has also agreed to issue to the investors unregistered warrants to purchase up to an aggregate of 1,396,826 shares of common stock.
The warrants have an exercise price equal to $1.45 per share, are exercisable immediately upon issuance and will expire five and
one-half years from the issuance date.
Pursuant to an Engagement Letter (the “Engagement Letter”)
with H.C. Wainwright & Co., LLC (the “Placement Agent”), the Company agreed to pay the Placement Agent a cash fee
equal to 7.5% of the gross proceeds received in the Offering. The Company also agreed to reimburse the Placement Agent for its
expenses in connection with this offering, up to $40,000, and agreed to reimburse the placement agent for non-accountable expenses
in the amount of $25,000. The Engagement Letter contains indemnification, representations, warranties, conditions precedent to
closing and other provisions customary for transactions of this nature.
Also pursuant to the Engagement Letter, the Company, in connection with
the Offering, agreed to grant the Placement Agent or its assigns warrants to purchase up to an aggregate of 104,762 shares of its
common stock (which represents 7.5% of the Shares sold to investors in the offering) at an exercise price equal to 125% of the
public offering price of the Shares in the offering, or $1.9688. These warrants shall expire on May 6, 2025.
The Engagement Letter and form of Warrant are filed as Exhibits 1.1 and
4.1, respectively, and are incorporated into this Current Report on Form 8-K by reference. The foregoing description of such documents
is qualified in its entirety by reference to the full text thereof. The press release announcing the Offering is attached hereto
as Exhibit 99.1, and is incorporated herein by reference.
The Company currently intends to use up to $487,000 of the net proceeds
from the offering to repay certain indebtedness to Oasis Capital, LLC, and the remainder for working capital purposes.
Shares sold under the Agreement will be offered and sold pursuant to
the Company’s Registration Statement on Form S-3, which was initially filed on October 3, 2019, and amended on December 19,
2019 and which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 20, 2019 (Registration
No. 333-234073) (the “Registration Statement”) and a prospectus supplement that the Company expects to file with the
SEC relating to the Shares concurrently with the filing of this Current Report on Form 8-K.
The opinion of the Company’s counsel regarding the validity of
the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K. This opinion is also filed with reference to, and is hereby
incorporated by reference into, the Registration Statement.