Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Years.
On June 13, 2019, Predictive Oncology Inc. (f/k/a Precision
Therapeutics Inc.) (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Designation
of Preferences, Rights and Limitations of Series E Convertible Preferred Stock, par value $0.01 per share (the “Series E
Stock”) (the “Certificate”). The Certificate authorizes 350 shares of Series E Stock and establishes the rights
and preferences of Series E Stock, as follows:
Each Preferred Share will have a liquidation value of $10,000.
Upon liquidation, dissolution or winding up of the Corporation, the Preferred Shares shall rank senior to the Series B Preferred
Stock, Series D Preferred Stock and common stock. The Preferred Shares shall not have dividend rights, and therefore no dividends
will accrue on the Preferred Shares.
Commencing six months after the date of issuance, each Preferred
Share will be convertible into 0.056857% of the Company’s issued and outstanding shares of common stock immediately prior
to conversion (rounded down to the nearest whole share). Notwithstanding the foregoing, if the total number of shares issuable
upon conversion of all Preferred Shares issued in the Offering exceeds 19.9% of the Company’s issued and outstanding common
stock immediately prior to the Initial Closing (the “NASDAQ Share Cap”) (such excess, the “Excess Conversion
Shares”), then (i) only the portion of any Preferred Share will be converted that results in the issuance of 0.056857% of
the NASDAQ Share Cap (rounded down to the nearest whole share), and (ii) the portion of such Preferred Share that would otherwise
remain outstanding as a fractional share will be redeemed by the Company with funds legally available therefor, for a price equal
to the market price of the common stock on the conversion date multiplied by 0.056857% of the Excess Conversion Shares. The limitation
in this paragraph will not apply if the Company obtains stockholder approval to issue the Excess Conversion Shares as required
by the NASDAQ’s Marketplace Rules. Further, the total number of shares issuable to any holder upon conversion is subject
to a limitation (the “Individual Holder Share Cap”) in the event the number of shares issuable upon conversion would
trigger a change of control under the Nasdaq Marketplace Rules. If a conversion would result in the holder owning an amount of
common stock in excess of such holder’s Individual Holder Share Cap, then the Company shall deliver cash for the excess shares
as provided in the Certificate of Designation, unless stockholder approval is obtained as provided in the Certificate of Designation.
On the date that is twelve months after the Final Closing, the Company has the option to automatically convert the Preferred Shares
into shares of the Company’s common stock, upon the same terms as the optional conversion.
The Company may redeem the Preferred Stock on 10 days’
notice at 130% of the face value. Prior to redemption, the holders may convert their shares upon the same terms as the optional
conversion.
In the event of a change of control of the Company (meaning
an acquisition of 30% or more of the Company’s issued common shares by a single party/parties acting in concert) before the
first anniversary of the Final Closing, the Company may compel holders to exercise the conversion rights of the Preferred Share(s)
at a time of Company’s choosing, upon the same terms as the optional conversion.
The Preferred Shares will vote with the common stock as a single
class on all matters submitted to a vote of stockholders of the Corporation other than any proposal to approve the issuance of
the Excess Conversion Shares or any shares in excess of the Individual Holder Share Cap. The Preferred Shares will vote on an as-converted
to common stock basis, taking into account the conversion limitations resulting from the Nasdaq Share Cap and the Individual Holder
Share Cap, if and as applicable; however, the number of votes per Preferred Share will not exceed 15,625.
The foregoing description of the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock is qualified in its entirety by reference thereto, which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.