QuantRx Biomedical Corporation (QTXB)

[ALERTS100%to10000%GAIN]

QTXB~~~Item 1.01 Entry into a Material Definitive Agreement[/b]

On December 15, 2017 (“ Closing Date ”), QuantRx Biomedical Corporation (the “ Company ”) entered into an agreement with Preprogen LLC (“ Preprogen ”), pursuant to which the parties agreed to the sale, assignment, and license-back of certain assets of the Company (the “ Purchased Assets ”) related to the means of collection and analysis of vaginal fluid and exfoliated vaginal cells, as more specifically set forth in the Asset Purchase Agreement (the “ APA ”), Patent Assignment, Trademark Assignment and License Agreement (together, the “ Transaction Documents ”) attached hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and 10.4, respectively.

As consideration for the sale, assignment and transfer of the Purchased Assets (the “ Preprogen Transaction ”), on the Closing Date Preprogen (A) paid to the Company $1.0 million (“ Cash Amount ”) as follows: (i) approximately $38,000 was paid to the City of Portland to payoff certain indebtedness owed by the Company to the City of Portland, (ii) $65,000 was paid to Preprogen as a result of the cancellation and termination of certain promissory notes payable to Preprogen by the Company, and (iii) the remaining balance was paid to the Company in cash at closing (the “ Closing Balance ”); and (B) issued to the Company that number of membership interests of Preprogen equal to 15% of the issued and outstanding membership interests in Preprogen on a fully diluted basis as of the Closing Date. Under the terms of the APA, Preprogen is obligated to pay to the Company such additional amounts calculated based on the aggregate gross revenue generated by Preprogen from the sale of products after the Closing Date that utilize, or royalty payments or licensing fees received by Preprogen with respect to, the Purchased Assets, if any, as more particularly set forth in the APA.

At closing, and as required by the APA, the Company deposited $400,000 of the Cash Balance in escrow, which funds shall be used to fund up to 50% of the costs incurred by Preprogen in connection with the development and manufacturing of materials to be used by the Company for its over the counter (“ OTC ”) miniform products and to be used by Preprogen for diagnostic products related to the Purchased Assets. A copy of the Escrow Agreement is attached hereto as Exhibit 10.5.

As additional consideration for the Purchased Assets, the Company issued a warrant to Preprogen’s designee, to purchase up to 15.0 million shares of the Company’s common stock, par value $0.01 per share, at an exercise price equal to $0.05 per share (the “ Warrant ”). The Warrant is immediately exercisable, and shall expire on December 14, 2022. A copy of the Warrant is attached hereto as Exhibit 10.6.

Pursuant to the terms of the License Agreement, Preprogen licensed-back to the Company rights to use the intellectual property transferred to Preprogen necessary to the development, manufacture, marketing and sale of the Company’s OTC miniform products for the feminine hygiene and hemorrhoid treatment markets.