Item 1.01 Entry into a Material Definitive
Agreement.
On May 16, 2022, Predictive
Oncology Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement with several institutional
and accredited investors pursuant to which the Company agreed to issue and sell in a registered direct offering (the “First Offering”)
an aggregate of 3,837,280 shares of its common stock, at a purchase price of $0.60 per share. Pursuant to the securities purchase agreement,
in a concurrent private placement, the Company also agreed to issue to these purchasers unregistered warrants to purchase up to an aggregate
of 3,837,280 shares of common stock (the “Warrants”). The Warrants have an exercise price equal to $0.70 per share, will become
exercisable six months from the date of issuance, and will expire five and one-half years from the date of issuance.
In addition, in a concurrent
registered direct offering (the “Second Offering”), on May 16, 2022, the Company entered into a securities purchase agreement
with several institutional and accredited investors pursuant to which the Company agreed to issue and sell an aggregate of 8,162,720 shares
of its common stock, at a purchase price of $0.60 per share. The Company also entered into a warrant amendment agreement (the “Warrant
Amendment Agreement”) with each of the purchasers in the Second Offering. Under the Warrant Amendment Agreement, the Company agreed
to amend certain existing warrants to purchase up to 16,325,435 shares of common stock that were previously issued in 2020 and 2021 to
those purchasers, with exercise prices ranging from $1.00 to $2.00 per share (the “Existing Warrants”), in consideration for
their purchase of approximately $4.9 million of common stock in the Second Offering, as follows: (i) lower the exercise price of the Existing
Warrants to $0.70 per share, (ii) provide that the Existing Warrants, as amended, will not be exercisable until six months following the
closing date of the Second Offering, and (iii) extend the original expiration date of the Existing Warrants by five and one-half years
following the close of the Second Offering. Each Warrant Amendment Agreement is subject to the consummation of the Second Offering and
the purchaser’s satisfaction of its purchase commitment thereunder.
The shares of common stock
are being offered and sold in the First Offering and the Second Offering (together, the “Offerings”) pursuant to the Company’s
Registration Statement on Form S-3 (Registration No. 333-255582), which was initially filed with the Securities and Exchange Commission
(“SEC”) on April 28, 2021, and declared effective on May 5, 2021, and prospectus supplements each dated May 18, 2022.
The closings of the Offerings
are expected to occur on or about May 18, 2022, subject to the satisfaction of customary closing conditions. The aggregate gross proceeds
from the Offerings are expected to be approximately $7.2 million, before deducting placement agent fees and other offering expenses payable
by the Company. The Company currently intends to use the net proceeds from the Offerings for working capital purposes.
Pursuant to an Engagement
Letter (the “Engagement Letter”), H.C. Wainwright & Co., LLC, or the placement agent, acted as the exclusive placement
agent for the Offerings. The Company agreed to pay the placement agent a cash fee equal to 7.5% of the gross proceeds received in the
Offerings and, upon any exercise of the Warrants issued in the concurrent private placement for cash, a cash fee equal to 7.5% of the
aggregate gross proceeds from the exercise of the Warrants. The Company also agreed to pay the placement agent a management fee equal
to 1.0% of the gross proceeds received in the Offerings, $65,000 for non-accountable expenses and $15,950 for closing costs. In addition,
the Company will issue to the placement agent or its designees warrants to purchase up to an aggregate of 900,000 shares of its common
stock (“the “Placement Agent Warrants”), representing 7.5% of the total number of shares of common stock sold in the
Offerings. The Placement Agent Warrants will have an exercise price equal to 125% of the offering price per share in the Offerings, or
$0.75, and will become exercisable six months following the date of issuance and expire five years after the date of issuance.
The foregoing descriptions
of the Engagement Letter, form of Warrant, form of Placement Agent Warrant, form of Warrant Amendment Agreement, and forms of the two
securities purchase agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the
Engagement Letter, form of Warrant, form of Placement Agent Warrant, form of Warrant Amendment Agreement, and forms of the two securities
purchase agreements, which are attached to this Current Report on Form 8-K as Exhibits 1.1, 4.1, 4.2, 4.3, 10.1 and 10.2, respectively,
and incorporated herein by reference.
The opinion of the Company’s
counsel regarding the validity of the shares of common stock being issued in the Offerings is filed as Exhibit 5.1 to this Current Report
on Form 8-K.