HLTT HealthTech Solutions Inc (CE)

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.