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 Description
10.1 Asset Purchase Agreement dated January 18, 2021 (1)
10.2 Operations Agreement dated January 31, 2022 (2)
(1) Previously filed
(2) Filed herewith
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PREDICTIVE TECHNOLOGY GROUP, INC. 
