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Item 1.01
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Entry into a Material Definitive Agreement.
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Fifth Amendment to and Extension of
Promissory Note. Effective September 30, 2020 (the “Effective Date”), Predictive Oncology Inc. (the “Company”)
entered into a fifth amendment to the Amended and Restated Senior Secured Promissory Note dated September 28, 2018 and amended
and restated as of February 7, 2019 issued to L2 Capital, LLC (as amended by that certain First Amendment dated September 27, 2019,
that certain Second Amendment dated December 12, 2019, that certain Third Amendment dated March 19, 2020, and that certain Fourth
Amendment dated July 15, 2020, the “L2 Note”). Under the fifth amendment, the maturity date of the L2 Note was extended
from September 30, 2020 to March 31, 2021.
Third Amendment to and Extension of
Promissory Note. Effective as of the Effective Date, the Company entered into a third amendment to the Senior Secured Promissory
Note dated September 27, 2019 issued to Oasis Capital, LLC (as amended by that certain First Amendment dated March 19, 2020 and
that certain Second Amendment dated July 15, 2020, the “First Oasis Note”). Under the third amendment, the maturity
date of the First Oasis Note was extended from September 30, 2020 to March 31, 2021. In exchange for such extension, the outstanding
principal amount of the First Oasis Note was increased by $690,000, such that, as of the effective date of the amendment, the outstanding
principal amount owed under the First Oasis Note was $2,015,833.33. Further, the parties agreed that the First Oasis Note shall
be convertible into shares (“Conversion Shares”) of the Company’s common stock, par value $0.01 per share (“Common
Stock”) at a price equal to 70% of the lowest VWAP (as defined in the First Oasis Note) of the Common Stock during the twenty
(20) Trading Day (as defined in the First Oasis Note) period ending on either (i) the last complete Trading Day prior to the conversion
date or (ii) the conversion date, as determined by the holder in its sole discretion upon such conversion (subject to adjustment
as provided in the First Oasis Note). The First Oasis Note, as amended, also contains a “blocker” provision under which
the holder may not effect a conversion that would result in beneficial ownership by the Holder and its affiliates of more than
4.99% of the outstanding shares of Common Stock. The First Oasis Note, as amended, also contains an “Exchange Cap”
provision that limits the shares issuable under the First Oasis Note and the Second Oasis Note (as defined below) to 3,319,703
shares of Common Stock, equal to 19.99% of the outstanding shares of Common Stock as of September 30, 2020.
Second Amendment to and Extension of
Promissory Note. Effective as of the Effective Date, the Company entered into a second amendment to the Senior Secured Promissory
Note dated February 5, 2020 issued to Oasis Capital, LLC (as amended by that certain First Amendment dated July 15, 2020, the “Second
Oasis Note”). Under the amendment, the maturity date of the Second Oasis Note was extended from September 30, 2020 to March
31, 2021. In exchange for such extension, the outstanding principal amount of the Second Oasis Note was increased by $345,000,
such that, as of the effective date of the amendment, the outstanding principal amount owed under the Second Oasis Note was $1,967,500.
Further, the parties agreed that the Second Oasis Note shall be convertible into Conversion Shares at a price equal to 70% of the
lowest VWAP (as defined in the Second Oasis Note) of Common Stock during the twenty (20) Trading Day (as defined in the Second
Oasis Note) period ending on either (i) the last complete Trading Day prior to the conversion date or (ii) the conversion date,
as determined by the holder in its sole discretion upon such conversion (subject to adjustment as provided in the Second Oasis
Note). The Second Oasis Note contains a “blocker” provision under which the holder may not effect a conversion that
would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock.
The Second Oasis Note, as amended, also contains the “Exchange Cap” provision described above.
Documents. The foregoing description
of the fifth amendment to the L2 Note, the third amendment to the First Oasis Note and the second amendment to the Second Oasis
Note are qualified in their entirety by reference thereto, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this
Current Report, and are incorporated herein by reference.