Material Agreement - Form 8-K

On May 3, 2024, Predictive Oncology Inc., a Delaware corporation, (the "Company"), entered into an ATM Sales Agreement (the "Sales Agreement") with H.C. Wainwright & Co., LLC ("Wainwright"), as sales agent to sell shares of the Company's common stock, par value $0.01 per share, from time to time, through an "at the market offering" program pursuant to which Wainwright will act as sales agent. The prospectus supplement to the Registration Statement (defined below) relates to the offering of $3,696,000 in shares of the Company's common stock. The issuance and sale, if any, of common stock by the Company under the Sales Agreement is subject to the effectiveness of the Company's registration statement on Form S-3 to be filed with the United States Securities and Exchange Commission (the "SEC") on May 3, 2024 (the "Registration Statement"). The Company makes no assurances as to whether the Registration Statement will become effective or, if it does become effective, as to the continued effectiveness of the Registration Statement.

Under the Sales Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Wainwright may sell the shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. Wainwright will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, and applicable state and federal laws. The Sales Agreement may be terminated by the Company upon written notice to Wainwright, as specified in the Sales Agreement for any reason or by Wainwright upon written notice to the Company for any reason or at any time under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company.

The Sales Agreement provides that Wainwright will be entitled to compensation for its services of 3.0% of the gross sales price of all shares sold through Wainwright under the Sales Agreement. The Company has no obligation to sell any shares under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement. The Sales Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and Wainwright, other obligations of the parties and termination provisions.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.