Form of Warrant Amendment Agreement
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remain in full force and effect after the execution of this letter and shall not be in any way changed, modified or superseded except by the terms set forth herein.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]
