On January 19, 2021, Predictive
Oncology Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement, dated January19, 2021
(the “Agreement”) with several 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 2,200,000 shares (the “Shares”)
of its common stock, at a purchase price of $1.00 per share, for gross proceeds of $2.2 million. Predictive Oncology has also agreed to
issue to the Purchasers unregistered warrants to purchase up to an aggregate of 1,100,000 shares of common stock. The warrants have an
exercise price equal to $1.00 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 and a management fee equal to 1.0%
of the gross proceeds received in the Offering. The Company also agreed to pay the placement agent for $65,000 for non-accountable expenses
and $15,950 for clearing fees. 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 designees warrants to purchase an aggregate
of up to of 165,000 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 $1.25. These warrants shall expire on January 19, 2026.
The Engagement Letter, form
of Warrant and the Securities Purchase Agreement are filed as Exhibits 1.1, 4.1 and 10.1, 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 the net proceeds from the offering 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
has filed with the SEC relating to the Shares.
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.