ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 30, 2021, Healthtech Solutions, Inc. ("Healthtech") entered into a
binding Term Sheet (the "Term Sheet") with Predictive Technology Group, Inc.
("PTG") and its subsidiary, Predictive Biotech, Inc. ("Biotech"). The Term Sheet
calls for Healthtech to organize a subsidiary ("Newco") that will acquire the
assets of Biotech related to wound care. 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. Prior to any purchase of Biotech or
Cellsure by Healthtech, PTG will be entitled to remove from the subsidiary any
assets not related to wound care. During the three year term of the options,
Healthtech will be entitled to exercise exclusive managerial control over the
operations of Biotech and Cellsure related to wound care.
In consideration of the transfer of the wound care assets to Newco, PTG will
receive shares representing 30% of the equity in Newco. Until Newco achieves
positive cash flow or $3.5 million in capital has been contributed to Newco, the
shares held by PTG will continue to represent 30% of Newco's equity. The Term
Sheet commits Healthtech to provide working capital to Newco and Biotech until
Newco achieves positive cash flow or Healthtech contributes $3.5 million or
Healthtech determines that market conditions make it unlikely that Newco will be
financially successful.
The Term Sheet provides that a royalty will be paid to PTG. The royalty will
initially be equal to 20% of gross income from sales by Newco to certain
Specified Accounts. The percentage will decline 2% per year from year four
through year ten and thereafter equal industry standards.
Upon the execution of the Term Sheet, Healthtech loaned $100,000 to PTG and
Biotech, and Healthtech paid Biotech's last bi-weekly payroll of 2021. Upon
execution of a formal purchase agreement, Healthtech will loan an additional
$150,000 to PTG. Upon satisfaction of certain regulatory conditions, Healthtech
will loan an additional $250,000 to PTG. The loans will be repaid by allocating
to that purpose 25% of the royalties payable by Newco to PTG.
The terms and conditions included in the Term Sheet are binding on the parties,
except to the extent they are modified in the formal purchase agreement. The
Term Sheet will terminate if a closing of the asset transfer has not occurred by
January 31, 2022.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
10-a Term Sheet: Acquisition of Assets of Predictive Biotech by HLTT and
Related Transactions, dated December 30, 2021.
2
© Edgar Online, source Glimpses