Item 1.01 Entry into a Material Definitive Agreement.
On January 21, 2021,
Predictive Oncology Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement, dated
21, 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 3,414,970
shares (the “Shares”) of its common stock, at a purchase price of $1.20 per share, for gross proceeds of $4,097,964.
Predictive Oncology has also agreed to issue to the Purchasers unregistered warrants to purchase up to an aggregate of 1,707,485
shares of common stock. The warrants have an exercise price equal to $1.37 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 256,123 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 $1.50. These
warrants shall expire on January 21, 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.