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Item 1.01
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Entry into a Material Definitive Agreement.
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On June 25, 2020, Predictive Oncology Inc. (the “Company”)
entered into Warrant Exercise Letter Agreements (the “Exercise Agreements”) with certain accredited institutional investors
(the “Holders”) holding warrants of the Company (the “Existing Warrants”) to purchase up to an aggregate
of 1,396,826 shares of Common Stock, issued on May 8, 2020, exercisable immediately at $1.45 per share of Common Stock and terminating
five and one-half years after the date of issuance. The resale of the shares of Common Stock underlying the Existing Warrants (the
“Warrant Shares”) has been registered pursuant to the registration statement on Form S-1 (File No. 333-239207) (the
“Registration Statement”) previously filed with, and declared effective by, the Securities and Exchange Commission
(the “Commission”).
Pursuant to the Exercise Agreements, the Holders have agreed to
immediately exercise in cash (the “Exercise”) the Existing Warrants at the exercise price of $1.45 per share plus an
additional $0.125 per New Warrant (as defined below), and as consideration the Company will issue to each Holder the applicable
number of Warrant Shares and a new unregistered Common Stock Purchase Warrant (a “New Warrant”) to purchase up to a
number of shares (the “New Warrant Shares”) of Common Stock equal to 100% of the number of Warrant Shares issued pursuant
to the exercise of the Existing Warrants. The New Warrants are exercisable immediately and have a term of five and one-half years
and an exercise price per share equal to $1.80. Each Holder (together with its respective affiliates) may not exercise any portion
of the New Warrants to the extent that the Holder would beneficially own more than 4.99% of the Company’s outstanding Common
Stock immediately after exercise. However, upon at least 61 days’ prior notice from the Holder to the Company, a Holder with
a 4.99% beneficial ownership blocker may increase the amount of ownership of outstanding Common Stock after exercising the Holder’s
New Warrant up to 9.99% of the number of the Company’s Common Stock outstanding immediately after giving effect to the exercise,
as such percentage ownership is determined in accordance with the terms of the New Warrant.
Before deducting placement agent fees and expenses, the Company
will receive approximately $2,200,000 from the transactions pursuant to the Exercise Agreements. The Company expects to use the
net proceeds of these transactions for general corporate and working capital purposes.
The Company has agreed to prepare and file with the Commission a
registration statement relating to the resale of the New Warrant Shares as soon as practicable (and in any event within 20 calendar
days from the date of the Exercise Agreements), and to use best efforts to cause such registration statement to be declared effective
by the Commission within certain time periods specified in the Exercise Agreements and subject to certain liquidated damages and
interest if the time periods specified in the Exercise Agreements are not satisfied.
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 from the Exercise and the sale of the New Warrants as well as a management fee equal
to 1.0% of the gross proceeds from the Exercise and the sale of the New Warrants. The Company also agreed to reimburse the Placement
Agent for its expenses in connection with the Exercise, up to $40,000, and agreed to pay the Placement Agent for non-accountable
expenses in the amount of $25,000. The Engagement Letter contains indemnification, representations, warranties and other provisions
customary for transactions of this nature. Also pursuant to the Engagement Letter, the Company agreed to issue the Placement Agent
or its designees warrants which will have the same terms as the New Warrants except for an exercise price equal to 125% of the
exercise price per share of the New Warrants.
The foregoing description of the material terms of the Exercise
Agreements, the New Warrants and the Engagement Letter is not complete and is qualified in its entirety by reference to the full
text of the forms thereof, copies of which are filed as Exhibits 1.1, 4.1 and 10.1, respectively, to this Current Report on Form
8-K and are incorporated herein by reference.