Item 1.01 Entry into a Material Definitive Agreement.
On May 6, 2020, Predictive Oncology Inc., a Delaware corporation (the
"Company"), entered into a Securities Purchase Agreement, dated May 6, 2020 (the
"Agreement") with two institutional and accredited investors (the "Purchasers")
pursuant to which the Company agreed to issue and sell in a registered direct
offering (the "Offering") an aggregate of 1,396,826 shares (the "Shares") of its
common stock, at a purchase price of $1.575 per share, for gross proceeds of
approximately $2.2 million. Predictive Oncology has also agreed to issue to the
investors unregistered warrants to purchase up to an aggregate of 1,396,826
shares of common stock. The warrants have an exercise price equal to $1.45 per
share, are exercisable immediately upon issuance and will expire five and
one-half years from the issuance date.
Pursuant to an Engagement Letter (the "Engagement Letter") with H.C. Wainwright
& Co., LLC (the "Placement Agent"), the Company agreed to pay the Placement
Agent a cash fee equal to 7.5% of the gross proceeds received in the Offering.
The Company also agreed to reimburse the Placement Agent for its expenses in
connection with this offering, up to $40,000, and agreed to reimburse the
placement agent for non-accountable expenses in the amount of $25,000. The
Engagement Letter contains indemnification, representations, warranties,
conditions precedent to closing and other provisions customary for transactions
of this nature.
Also pursuant to the Engagement Letter, the Company, in connection with the
Offering, agreed to grant the Placement Agent or its assigns warrants to
purchase up to an aggregate of 104,762 shares of its common stock (which
represents 7.5% of the Shares sold to investors in the offering) at an exercise
price equal to 125% of the public offering price of the Shares in the offering,
or $1.9688. These warrants shall expire on May 6, 2025.
The Engagement Letter and form of Warrant are filed as Exhibits 1.1 and 4.1,
respectively, and are incorporated into this Current Report on Form 8-K by
reference. The foregoing description of such documents is qualified in its
entirety by reference to the full text thereof. The press release announcing the
Offering is attached hereto as Exhibit 99.1, and is incorporated herein by
reference.
The Company currently intends to use up to $487,000 of the net proceeds from the
offering to repay certain indebtedness to Oasis Capital, LLC, and the remainder
for working capital purposes.
Shares sold under the Agreement will be offered and sold pursuant to the
Company's Registration Statement on Form S-3, which was initially filed on
October 3, 2019, and amended on December 19, 2019 and which was declared
effective by the Securities and Exchange Commission (the "SEC") on December 20,
2019 (Registration No. 333-234073) (the "Registration Statement") and a
prospectus supplement that the Company expects to file with the SEC relating to
the Shares concurrently with the filing of this Current Report on Form 8-K.
The opinion of the Company's counsel regarding the validity of the Shares is
filed as Exhibit 5.1 to this Current Report on Form 8-K. This opinion is also
filed with reference to, and is hereby incorporated by reference into, the
Registration Statement.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure in Item 1.01 is incorporated herein by reference thereto. Neither
the warrants issued to the investors or the Placement Agent nor the shares
issuable pursuant to these warrants were registered under the Securities Act of
1933, as amended (the "Securities Act") at the time of sale, and therefore may
not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements. For these issuances, the Company
relied on the exemption from federal registration under Section 4(a)(2) of the
Securities Act and/or Rule 506 promulgated thereunder, based on the Company's
belief that the offer and sale of such securities has not and will not involve a
public offering.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
1.1 Engagement Letter
4.1 Form of Warrant
5.1 Opinion of Maslon LLP
Securities Purchase Agreement, dated May 6, 2020, by and between
10.1 Predictive Oncology Inc. and certain Purchasers
23.1 Consent of Maslon LLP (contained in Exhibit 5.1).
99.1 Press Release
(Signature page follows)
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