PRED Predictive Technology Group Inc (CE)

Item 1.01 - Entry into a Material Definitive Agreement

Pursuant to the binding Term Sheet executed on December 30, 2021, on January 18, 2022, Healthtech Solutions, Inc. (“Healthtech”) and its newly-organized subsidiary, Healthtech Wound Care, Inc. (“HWC”) entered into an Asset Purchase Agreement (the “AP Agreement”) with Predictive Technology Group, Inc. (“PTG”) and its subsidiary, Predictive Biotech, Inc. (“Biotech”). The AP Agreement provides that, at a future closing (to occur on or before January 31, 2022), HWC will acquire the assets of Biotech that are related to Biotech’s wound care business and will enter into an Operations Agreement with Biotech and PTG containing terms of their future relationship. At the closing, Healthtech will also receive from PTG three year options to purchase Biotech and/or Cellsure, LLC, another subsidiary of PTG, each for a purchase price of $10. Until January 31, 2025, regardless of any purchase of Biotech by Healthtech, PTG will be entitled to remove from Biotech any assets not related to the wound care business. During the three year term of the options, Healthtech will be entitled to exercise exclusive managerial control over the operations of Cellsure and over the operations of Biotech related to wound care.s (Refer to Exhibit 10.1 attached)

In consideration of the transfer of assets to HWC, PTG will receive preferred shares in HWC. Until HWC achieves positive cash flow or $3.5 million in capital has been contributed to HWC, the preferred shares held by PTG will represent 30% of HWC’s equity and voting power. The Operations Agreement will commit Healthtech to provide working capital to HWC and Biotech until HWC achieves positive cash flow or Healthtech contributes $3.5 million or Healthtech determines that market conditions make it unlikely that HWC will be financially successful.