Exhibit 4.3


 


 


May 16, 2022


 


 


Holder of Warrants to Purchase Common Stock issued on [_____]


 


 


Re: Amendment to Existing Warrants


 


Dear Holder:


 


Reference is hereby made to the offering on or
about the date hereof (the “Offering”) by Predictive Oncology Inc. (the “Company”) of shares of
its common stock, par value $0.01 per share (“Common Stock”) (collectively, the “Shares”).


 


This letter confirms that, in consideration for
the Holder’s participation in the Offering and purchase of Shares in the Offering (the “Purchase Commitment”),
the Company hereby amends, effective as of the closing of the Offering, the Holder’s existing warrants to purchase up to [____][1]
shares of common Stock at an exercise price of $[__] per share issued on [___] ][NTD: to be revised for each holder] (collectively,
the “Existing Warrants”), by (i) reducing the Exercise Price (as defined therein) of the Existing Warrants to $0.70
per share, (ii) amending the Existing Warrants so that they will not be exercisable commencing on the date hereof and until six (6) months
following the closing of the Offering, and (iii) amending the expiration date of the Existing Warrants to five and one-half (5.5) years
following the closing of the Offering (the “Warrant Amendment”). The Warrant Amendment shall be effective upon the
closing the Offering and the satisfaction of the other terms and conditions referenced below.


 


The Warrant Amendment is subject to the consummation
of the Offering and the Holder’s satisfaction of the Purchase Commitment. In the event that either (i) the Offering is not consummated,
or (ii) the Holder does not satisfy the Purchase Commitment, the Warrant Amendment shall be null and void and the provisions of the Existing
Warrants in effect prior to the date hereof shall remain in effect.


 


Except as expressly set forth
herein, the terms and provisions of the Existing Warrants shall remain in full force and effect after the execution of this letter and
shall not be in any way changed, modified or superseded except by the terms set forth herein.


 


From and after the effectiveness of the Warrant
Amendment, the Company agrees to promptly deliver to the Holder, upon request, amended Existing Warrants that reflect the Warrant Amendments
in exchange for the surrender for cancellation of the Holder’s Existing Warrants to be amended as provided herein.


 


[Signature Page Follows]


 


 






1 The maximum number of warrant shares
will equal 200% of the total number of Shares purchased by the Holder in the Offering






     
	



     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this agreement to be duly executed by their respective authorized signatories as of the date first indicated above.


 


 


 


PREDICTIVE ONCOLOGY INC.


 


 


By: _____________________


Name: Bob Myers


Title: Chief Financial Officer


 


 


 


 


 


 


Name of Holder: ________________________________________________________


 


Signature of Authorized Signatory of Holder: __________________________________


 


Name of Authorized Signatory: ____________________________________________________


 


 


 


 


 


[Signature
Page to Warrant Amendment Agreement]