Exhibit 10.1


 


 


PREDICTIVE ONCOLOGY INC.


 


June 25, 2020


 


Holder of Common Stock Purchase Warrants


 


	Re:		Inducement Offer to Exercise Common Stock Purchase Warrants



 


Dear Holder:


 


Predictive Oncology Inc. (the “Company”)
is pleased to offer to you the opportunity to exercise all of (i) the Series B warrants to purchase shares of the Company’s
common stock, par value $0.01 per share (the “Common Stock”), issued to you on March 19, 2020 (the “Existing
Series B Warrants”) and/or (ii) the warrants to purchase shares of Common Stock issued to you on May 8, 2020 (the “Existing
Common Warrants,” and together with the Existing Series B Warrants, the “Existing Warrants”), in each
case as set forth on the signature page hereto and currently held by you (the “Holder”). The resale of the shares
of Common Stock underlying the Existing Warrants (the “Warrant Shares”) has been registered pursuant to the
registration statement on Form S-1 (File No. 333-239207) and/or the registration statement on Form S-3 (File No. 333-237581) (collectively,
the “Registration Statements”). The Registration Statements are currently effective and, upon exercise of the
Existing Warrants pursuant to this letter agreement, will be effective for the resale of the Warrant Shares. Capitalized terms
not otherwise defined herein shall have the meanings set forth in the applicable Existing Warrants.


 


In consideration for exercising in full all
of the Existing Warrants held by you and set forth on the signature page hereto (the “Warrant Exercise”) at
(i) the reduced exercise price per Warrant Share for the Existing Series B Warrants of $1.80 and (ii) the exercise price per Warrant
Share as set forth in the Existing Common Warrants of $1.45, in each case plus additional consideration of $0.125 per New Warrant
to purchase one New Warrant Share ($1.925 and $1.575, respectively), the Company hereby offers to issue you or your designee:


 


a new unregistered Common Stock Purchase Warrant
(“New Warrant”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities
Act”), to purchase up to a number of shares (the “New Warrant Shares”) of Common Stock equal to 100%
of the number of Warrant Shares issued pursuant to the Warrant Exercise hereunder, which New Warrant shall be substantially in
the form as reflected in Exhibit A hereto, will be exercisable immediately, and have a term of exercise of 5.5 years, and
an exercise price per share equal to $1.80.


 


The original New Warrant certificate(s) will
be delivered within two (2) Trading Days following the date hereof. Notwithstanding anything herein to the contrary, in the event
the Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitations (“Beneficial Ownership
Limitation”) set forth in Section 2(e) of the Existing Warrants (or, if applicable and at the Holder’s election,
9.99%), the Company shall only issue such number of Warrant Shares to the Holder that would not cause the Holder to exceed the
maximum number of Warrant Shares permitted thereunder, as directed by the Holder, with the balance to be held in abeyance until
notice from the Holder that the balance (or portion thereof) may be issued in compliance with such limitations, which abeyance
shall be evidenced through the Existing Warrants which shall be deemed prepaid thereafter (including the payment in full of the
exercise price), and exercised pursuant to a Notice of Exercise in the Existing Warrant (provided no additional exercise price
shall be due and payable).


 






     


     


    

Expressly subject to the paragraph immediately
following this paragraph below, Holder may accept this offer by signing this letter below, with such acceptance constituting Holder's
exercise in full of the Existing Warrants for an aggregate exercise price set forth on the Holder’s signature page hereto
(the “Warrants Exercise Price”) on or before 3:45 p.m., Eastern Time, on June 25, 2020 (the “Execution
Time”).


 


Additionally, the Company agrees to the representations,
warranties and covenants set forth on Annex A attached hereto. Holder represents and warrants that, as of the date hereof
it is, and on each date on which it exercises any New Warrants it will be, an “accredited investor” as defined in Rule
501 of the Securities Act, and agrees that the New Warrants will contain restrictive legends when issued, and neither the New Warrants
nor the shares of Common Stock issuable upon exercise of the New Warrants will be registered under the Securities Act, except as
provided in Annex A attached hereto. Also, Holder is acquiring the New Warrants as principal for its own account and has
no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the New
Warrants (this representation is not limiting Holder’s right to sell the New Warrant Shares pursuant to an effective registration
statement under the Securities Act or otherwise in compliance with applicable federal and state securities laws).


 


The Holder understands that the New Warrants
and the shares of Common Stock underlying New Warrants are not, and may never be, registered under the Securities Act, or the securities
laws of any state and, accordingly, each certificate, if any, representing such securities shall bear a legend substantially similar
to the following:


 


“THIS SECURITY HAS NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.”


 


Certificates evidencing shares of Common Stock
underlying the New Warrants shall not contain any legend (including the legend set forth above), (i) while a registration statement
covering the resale of such Common Stock is effective under the Securities Act, (ii) following any sale of such Common Stock pursuant
to Rule 144 under the Securities Act, (iii) if such Common Stock is eligible for sale under Rule 144, without the requirement for
the Company to be in compliance with the current public information required under Rule 144 as to such Common Stock and without
volume or manner-of-sale restrictions, or (iv) if such Common Stock may be sold under Rule 144 and the Company is then in
compliance with the current public information required under Rule 144 as to such Common Stock (the earliest of clauses (i) through
(iv), the “Delegend Date”). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent
promptly after the Delegend Date if required by the Company and/or the Transfer Agent to effect the removal of the legend hereunder,
which opinion shall be in form and substance reasonably acceptable to the Holder. If such Common Stock may be sold under Rule 144
without the requirement for the Company to be in compliance with the current public information required under Rule 144, then such
Common Stock shall be issued free of all legends. The Company agrees that following the Delegend Date or at such time as such legend
is no longer required under this Section, it will, no later than two (2) Trading Days following the delivery by the Holder to the
Company or the Transfer Agent of a certificate representing the Common Stock underlying the New Warrants issued with a restrictive
legend (such second (2nd) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered
to the Holder a certificate representing such shares that is free from all restrictive and other legends or, at the request of
the Holder shall credit the account of the Holder’s prime broker with the Depository Trust Company System as directed by
the Holder.  


 






     


     


    

In addition to the Holder’s other available
remedies, the Company shall pay to a Holder, in cash, (i) as partial liquidated damages and not as a penalty, for each $1,000 of
New Warrant Shares (based on the VWAP of the Common Stock on the date such New Warrant Shares are submitted to the Transfer Agent)
delivered for removal of the restrictive legend, $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after
such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without
a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to the Holder by the Legend Removal
Date a certificate representing the New Warrant Shares so delivered to the Company by the Holder that is free from all restrictive
and other legends and (b) if after the Legend Removal Date the Holder purchases (in an open market transaction or otherwise) shares
of Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock,
or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock that the Holder
anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of the Holder’s
total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock
so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”)
over the product of (A) such number of New Warrant Shares that the Company was required to deliver to the Holder by the Legend
Removal Date and for which the Holder was required to purchase shares to timely satisfy delivery requirements, multiplied by (B)
the weighted average price at which the Holder sold that number of shares of Common Stock.  


 


From the date hereof until fifteen (15) days
after the Closing Date, neither the Company nor any Subsidiary shall, without the prior written consent of the Placement Agent
(as defined herein), (A) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Stock
or Common Stock Equivalents or (B) file any registration statement or any amendment or supplement to any existing registration
statement (other than the resale registration statement referred to herein or prospectus supplements to the Registration Statements
to reflect the transactions contemplated hereby).


 


If this offer is accepted and the transaction
documents are executed by the Execution Time, then on or before 9:00 a.m., Eastern Time, on the Trading Day following the date
hereof, the Company shall file a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”)
disclosing all material terms of the transactions contemplated hereunder. From and after the issuance of such Current Report on
Form 8-K, the Company represents to you that it shall have publicly disclosed all material, non-public information delivered to
you by the Company, or any of its respective officers, directors, employees or agents in connection with the transactions contemplated
hereunder. In addition, effective upon the filing of such Current Report on Form 8-K, the Company acknowledges and agrees that
any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its
Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and you and your
Affiliates on the other hand, shall terminate. The Company represents, warrants and covenants that, upon acceptance of this offer,
the shares underlying the Existing Warrants shall be issued free of any legends or restrictions on resale by Holder.


 


No later than the second (2nd) Trading
Day following the date hereof, the closing shall occur at such location as the parties shall mutually agree. Unless otherwise directed
by H.C. Wainwright & Co., LLC (the “Placement Agent”), settlement of the Warrant Shares shall occur via
“Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Warrant
Shares registered in the Holders’ names and addresses and released by the Transfer Agent directly to the account(s) at the
Placement Agent identified by each Holder; upon receipt of such Warrant Shares, the Placement Agent shall promptly electronically
deliver such Warrant Shares to the applicable Holder, and payment therefor shall be made by the Placement Agent (or its clearing
firm) by wire transfer to the Company). The date of the closing of the exercise of the Existing Warrants shall be referred to as
the “Closing Date”.


 






     


     


    

The Company acknowledges and agrees that the
obligations of the Holders under this letter agreement are several and not joint with the obligations of any other holder or any
other holders of Warrants to Purchase Common Stock of the Company (each, an “Other Holder”) under any other
agreement related to the exercise of such warrants (“Other Warrant Exercise Agreement”), and the Holder shall
not be responsible in any way for the performance of the obligations of any Other Holder or under any such Other Warrant Exercise
Agreement. Nothing contained in this letter agreement, and no action taken by the Holders pursuant hereto, shall be deemed to constitute
the Holder and the Other Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Holder and the Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions
contemplated by this letter agreement and the Company acknowledges that the Holder and the Other Holders are not acting in concert
or as a group with respect to such obligations or the transactions contemplated by this letter agreement or any Other Warrant Exercise
Agreement. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions
contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and
enforce its rights, including, without limitation, the rights arising out of this letter agreement, and it shall not be necessary
for any Other Holder to be joined as an additional party in any proceeding for such purpose.


 


The Company hereby represents and warrants as
of the date hereof and covenants and agrees from and after the date hereof until thirty (30) days after the date hereof, that none
of the terms offered to any Other Holder with respect to any Other Warrant Exercise Agreement (or any amendment, modification or
waiver thereof) relating to warrants that were sold concurrently with the Existing Warrants, is or will be more favorable to such
Other Holder than those of the Holder and this letter agreement unless such terms are concurrently offered to the Holder. If, and
whenever on or after the date hereof until thirty (30) days after the date hereof, the Company enters into an Other Warrant Exercise
Agreement relating to warrants that were sold concurrently with the Existing Warrants, then (i) the Company shall provide notice
thereof to the Holder promptly following the occurrence thereof and (ii) the terms and conditions of this letter agreement shall
be, without any further action by the Holder or the Company, automatically amended and modified in an economically and legally
equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions (as the case may
be) set forth in such Other Warrant Exercise Agreement (including the issuance of additional Warrant Shares), provided that upon
written notice to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or
condition, in which event the term or condition contained in this letter agreement shall apply to the Holder as it was in effect
immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Holder.
The provisions of this paragraph shall apply similarly and equally to each such Other Warrant Exercise Agreement.


 


***************


 






     


     


    

Sincerely yours,


 


PREDICTIVE ONCOLOGY INC.


 


By: __/s/ Bob Myers_____________________ 


Name: Bob Myers


Title: CFO


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

Accepted and Agreed to:


 


Name of Holder: ________________________________________________________


 


Signature of Authorized Signatory of Holder: _________________________________


 


Name of Authorized Signatory: _______________________________________________


 


Title of Authorized Signatory: ________________________________________________


 


Existing Series B Warrants: ______________


 


Existing Common Warrants: ______________


 


Aggregate Warrant Exercise Price: _____________


 


New Warrants: (100% of total Existing Warrants being exercised):
___________


 


Beneficial Ownership Blocker: o
4.99% or o 9.99%


 


DTC Instructions:


 


 


 


 


 


 


 


 


 






     


     


    

Annex A


 


Representations, Warranties and Covenants
of the Company. The Company hereby makes the following representations and warranties to the Holder:


 


		a)	SEC Reports. The Company has filed all reports, schedules,
forms, statements and other documents required to be filed by the Company under the Exchange Act, including pursuant to Section
13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law
or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference
therein “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with
the requirements of the Exchange Act and none of the SEC Reports, when filed, contained any untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i)
under the Securities Act.



 


		b)	Authorization; Enforcement. The Company has the requisite corporate power and authority
to enter into and to consummate the transactions contemplated by this letter agreement and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this letter agreement by the Company and the consummation by the Company
of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further
action is required by the Company, its board of directors or its stockholders in connection therewith. This letter agreement has
been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding
obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable
principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement
of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.



 


		c)	No Conflicts. The execution, delivery and performance of this letter agreement by the Company
and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any
provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charter documents;
or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under,
result in the creation of any  liens, claims, security interests, other encumbrances or defects upon any of the properties
or assets of the Company in connection with, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument
(evidencing Company debt or otherwise) or other material understanding to which such Company is a party or by which any property
or asset of the Company is bound or affected, except any such instances that have been waived by the other parties thereto; or
(iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction
of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company is bound or affected, except, in the case of each of clauses (ii) and (iii), such
as could not have or reasonably be expected to result in a material adverse effect upon the business, prospects, properties, operations,
condition (financial or otherwise) or results of operations of the Company, taken as a whole, or in its ability to perform its
obligations under this letter agreement.



 



     


     


    




		d)	Registration Obligations. As soon as practicable (and in any event within 20 calendar days
of the date of this letter agreement) (the “Filing Date”), the Company shall file a registration statement on
Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale of the New Warrant Shares
by the holders of the New Warrants (the “Resale Registration Statement”). The Company shall use best efforts
to cause the Resale Registration Statement to become effective within 40 calendar days following the date hereof (or, in the event
of a “full review” by the Commission, the 60th calendar day following the date hereof hereof) (the “Effectiveness
Date”) and to keep the Resale Registration Statement effective at all times until no holder of the New Warrants owns
any New Warrants or New Warrant Shares. In the event that the Resale Registration Statement is not (i) filed by the Filing Date
or (ii) declared effective by the Commission by the Effectiveness Date, then, in addition to any other rights the holders of New
Warrants may have hereunder or under applicable law, on the Filing Date or the Effectiveness Date (each such date being referred
to herein as an “Event Date”) and on each monthly anniversary of such Event Date (if the Resale Registration
Statement shall not have been filed or declared effective by the applicable Event Date) until the Resale Registration Statement
is filed or declared effective, the Company shall pay to each holder of New Warrants an amount in cash, as partial liquidated damages
and not as a penalty, equal to the product of 1.0% multiplied by the aggregate exercise price of the New Warrants held by each
holder of the New Warrants. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within
seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount
that is permitted to be paid by applicable law) to the holders of the New Warrants, accruing daily from the date such partial liquidated
damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to
the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the Resale Registration Statement being
filed or declared effective, as the case may be.



 


		e)	Nasdaq Corporate Governance. The transactions contemplated under this letter agreement comply
with all the rules and regulations of the Nasdaq Capital Market.