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 Healthtech Solutions, Inc. ("Healthtech") and its newly-organized
subsidiary, Healthtech Wound Care, Inc. ("HWC"), Predictive Technology Group,
Inc. ("PTG") and its subsidiary, Predictive Biotech, Inc. ("Biotech"), HWC
acquired 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. Healthtech received from PTG
three year options 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
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.
In consideration of the transfer of assets 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
Exhibits
10-a Asset Purchase Agreement dated January 18, 2022 among Healthtech
Solutions, Inc., Healthtech Wound Care, Inc., Predictive Biotech, Inc.
and Predictive Technology Group, Inc. - filed as an exhibit to the
Current Report on Form 8-K dated January 18, 2022 and incorporated
herein by reference.
10-b Operations Agreement dated January 31, 2022 among Healthtech Solutions,
Inc., Healthtech Wound Care, Inc., Predictive Biotech, Inc. and
Predictive Technology Group, Inc.
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