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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 18, 2022

 

PREDICTIVE TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation or organization)

000-56008

90-1139372

(Commission File Number)

(IRS Employer Identification No.)

2735 E. Parleys Way, Suite 205, Salt Lake City, Utah

84109

(principal executive offices)

(Zip Code)

+1 (888) 407-9761

(registrant’s telephone number, including area code)

_____________________________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 Par Value Per Share

PRED

OTC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

Item 9.01.Financial Statements and Exhibits

a. Financial statements

Not applicable.

d. Exhibits

Number

Description

10.1

 

Asset Purchase Agreement dated January 18, 2021

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 24, 2022

PREDICTIVE TECHNOLOGY GROUP, INC.

 

By:

/s/ Bradley Robinson

Chief Executive Officer

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