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Item 1.01
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Entry into a Material Definitive Agreement.
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On May 27, 2020, Predictive Oncology Inc.,
a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Agreement”) with
InventaBioTech, Inc. (“Seller”), Soluble Therapeutics, Inc. (“Soluble”), and BioDtech, Inc. (“BioDtech”)
(collectively, with Soluble, the “Subsidiaries,” and, collectively with Soluble and Seller, the “Selling Parties”),
and simultaneously completed the acquisition of substantially of the assets owned by and used or useful in the business of the
Subsidiaries (the “Purchased Assets”) upon the terms and conditions contained therein (the “Transaction”).
In exchange, the Company provided consideration in the form of: (i) issuing 125,000 shares of its common stock, par value $0.01,
to Seller and Seller’s designees (the “Transaction Shares”); (ii) releasing all obligations owed under that certain
Security Agreement, dated as of September 15, 2017, by and between the Company, f/k/a Skyline Medical Inc. (“Skyline”)
and Seller, f/k/a CytoBioscience, Inc. (“CBI”) (the “Security Agreement”) and deeming satisfied of all
amounts that remain due and owing and other obligations under that certain Promissory Note, dated as of January 24, 2018, by and
between the Company, f/k/a Skyline, and Seller, f/k/a CBI (the “Promissory Note”); and (iii) releasing and waiving
all claims, obligations, rights, suits, damages, remedies, and liabilities that Buyer, or Buyer’s Affiliates, may have against
the Selling Parties or agents, representatives, or employees thereof, based in whole or in part upon any act, omission, transaction,
agreement, event, or other occurrence taking place on or before May 15, 2020.
Prior to the completion of the Transaction,
approximately $1.29 million remained due and owing by Seller under the Promissory Note, which, pursuant to the Security Agreement,
was secured by certain intellectual property and equipment useful in contract research organization (“CRO”). The Transaction
will provide the Company with the ability to fully utilize the intellectual property and equipment securing the Promissory Note,
as well as additional intellectual property and equipment owned by BioDtech, all of which has expansive CRO applications. The Company
plans to use the Purchased Assets to develop vaccines or treatments useful in preventing or remedying various illnesses.
Upon issuance, one hundred percent (100%)
of the Transaction Shares were deposited and held in escrow, with 25,000 Transaction Shares to be released to Seller and Seller’s
designees upon the six month anniversary of the Agreement, 25,000 Transaction Shares to be released upon the nine month anniversary
of the Agreement, and the remaining Transaction Shares to be released on the one year anniversary of the Agreement. Transaction
Shares may be released and returned to Buyer for reimbursement in the event that Buyer must defend against claims arising out the
Agreement or otherwise made by third-parties critical to the operation of the Purchased Assets. Buyer is also entitled to reclaim
10,000 Transaction Shares if, within six (6) months of the date of the Agreement, Buyer is unable to successfully obtain ownership
of all of Soluble’s right, title, and interest under a certain license agreement dated as of July 1, 2010, by and between
Soluble and the UAB Research Foundation.
The Agreement is attached to this report
as Exhibit 10.1 and incorporated herein by reference. The forgoing description of the Agreement and the Transaction contemplated
and effected thereby is not complete and is qualified in its entirety by the contents of the actual Agreement.
A press release announcing the transaction
is attached hereto as Exhibit 99.1.