Item 1.01 Entry into a Material Definitive Agreement.
On February 10, 2021, Predictive Oncology Inc.,
a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement, dated February 10, 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 4,222,288 shares
(the “Shares”) of its common stock, at a purchase price of $1.75 per share, for gross proceeds of $7,389,004. Predictive
Oncology has also agreed to issue to the Purchasers unregistered warrants to purchase up to an aggregate of 2,111,144 shares of
common stock. The warrants have an exercise price equal to $2.00 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 and legal 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 316,672 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 offering price of the Shares in the offering, or $2.1875. These warrants shall expire on February 10,
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.
Item 3.02 Unregistered Sales of Equity Securities.