PRED Predictive Technology Group Inc (CE)

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.