UNITED STATES
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SECURITIES AND EXCHANGE
COMMISSION
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WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date of Report (Date of earliest event reported): January 31,
2022
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PREDICTIVE TECHNOLOGY GROUP,
INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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(State or other jurisdiction of incorporation or organization)
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000-56008
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90-1139372
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(Commission File Number)
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(IRS Employer Identification No.)
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615 Arapeen
Drive, Suite 300, Salt Lake City, UT
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84108
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(principal executive offices)
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(Zip Code)
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+1 (888) 407-9761
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(registrant’s telephone number, including area code)
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_____________________________________________________________________________________________
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
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Trading Symbol
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Name of each exchange on which registered
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n/a
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n/a
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n/a
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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 2.01 - Completion of
Acquisition or Disposition of Assets
On January 31, 2022, pursuant to the Asset Purchase Agreement dated
January 18, 2022 among Predictive Technology Group, Inc. (“PTG”)
and its subsidiary, Predictive Biotech, Inc. (“Biotech”),
Healthtech Solutions, Inc. (“HWC”) and its newly-organized
subsidiary, Healthtech Wound Care, Inc. (“HWC”), Biotech
transferred to HWC the assets of Biotech that were related to
Biotech's wound care business and entered into an Operations
Agreement with Biotech and PTG containing terms of their future
relationship. Predictive Technology Group, Inc. gave Healthtech a
three year option to purchase Biotech and/or Cellsure, LLC, another
subsidiary of PTG, each for a purchase price of $10. During the
three year term of the option, Healthtech will be entitled to
exercise exclusive managerial control over the operations of
Cellsure and over the operations of Biotech related to wound care.
Other assets not related to the wound care business held by PTG and
its subsidiaries were not transferred as part of this agreement and
will remain with PTG and its subsidiaries.
In consideration of the transfer of assets from Biotech to HWC, HWC
issued preferred shares to Biotech. Until HWC achieves positive
cash flow or $3.5 million in capital has been contributed to HWC,
the preferred shares held by Biotech will represent 30% of HWC's
equity and voting power. The Operations Agreement commits
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
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Description
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10.1
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Asset Purchase Agreement dated January 18, 2021 (1)
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10.2
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Operations Agreement dated January 31, 2022 (2)
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(1) Previously filed
(2) Filed herewith
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: February 4, 2022
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PREDICTIVE TECHNOLOGY GROUP, INC.
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By:
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Bradley Robinson
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/s/ Bradley Robinson
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Chief Executive Officer
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