Item 1.01 - Entry into a Material Definitive Agreement
Pursuant to the binding Term Sheet executed on December 30, 2021, on January 18,
2022, Healthtech Solutions, Inc. ("Healthtech") and its newly-organized
subsidiary, Healthtech Wound Care, Inc. ("HWC") entered into an Asset Purchase
Agreement (the "AP Agreement") with Predictive Technology Group, Inc. ("PTG")
and its subsidiary, Predictive Biotech, Inc. ("Biotech"). The AP Agreement
provides that, at a future closing (to occur on or before January 31, 2022), HWC
will acquire the assets of Biotech that are related to Biotech's wound care
business and will enter into an Operations Agreement with Biotech and PTG
containing terms of their future relationship. At the closing, Healthtech will
also receive from PTG three year options to purchase Biotech and/or Cellsure,
LLC, another subsidiary of PTG, each for a purchase price of $10. Until January
31, 2025, regardless of any purchase of Biotech by Healthtech, PTG will be
entitled to remove from Biotech any assets not related to the wound care
business. 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.s (Refer to Exhibit 10.1
attached)
In consideration of the transfer of assets to HWC, PTG will receive preferred
shares in HWC. Until HWC achieves positive cash flow or $3.5 million in capital
has been contributed to HWC, the preferred shares held by PTG will represent 30%
of HWC's equity and voting power. The Operations Agreement will commit
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
-2-
© Edgar Online, source Glimpses