PREDICTIVE TECHNOLOGY GROUP, INC. : Completion of Acquisition or Disposal of Assets, Financial Statements and Exhibits (Form 8-K)

Item 2.01 – Completion of Acquisition or Disposal of Assets

At January 31, 2022pursuant to the asset purchase agreement dated January 18, 2022 among Predictive Technology Group, Inc. (“PTG”) and its subsidiary,
Predictive Biotechnology, 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 operating agreement with Biotech and PTG containing the terms of their future relationship. Predictive Technology Group, Inc.
gave Healthtech a three-year option to purchase Biotech and/or Cellsure, LLCanother subsidiary of PTG, each for a purchase price of $10. During the term of the three-year option, Healthtech will have the right to exercise sole management control over Cellsure’s operations and Biotech’s wound care operations. Other assets not related to the wound care business owned by PTG and its subsidiaries were not transferred as part of this agreement and will remain with PTG and its subsidiaries.

In consideration for the transfer of assets from Biotech to HWC, HWC issued preferred stock to Biotech. Until HWC reaches positive cash flow or $3.5 million capital has been contributed to HWC, the preferred shares held by Biotech will represent 30% of HWC’s capital and voting rights. Operating 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 HWC’s financial success unlikely.

Item 9.01. Financial statements and supporting documents

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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