SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2021
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction
201 E Kennedy Blvd Ste 425
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (844) 633-6839
Arthur S. Marcus, Esq
Sichenzia Ross Ference LLP
1185 Avenue of the Americas
New York, New York
10036 (212) 930-9700
(212) 930-9725 (fax)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|[ ]||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|[ ]||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))|
Securities registered pursuant to Section 12(b) of the Act: Common Stock
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material Definitive Agreement
On April 1, 2021, H-Cyte, Inc. (the “Company”) entered into a Secured Convertible Note Purchase Agreement (the “Note Purchase Agreement”) with five (5) investors (the “Holders”). Pursuant to the terms of the Note Purchase Agreement, the Company sold promissory notes in the aggregate principal amount of $2,575,000. The Notes are due and payable on March 31, 2022 and bear interest at an annual rate of 8%. The Notes are convertible into shares of Common Stock at a discount of 20% to the price paid for such New Securities in the next financing that meets the definition of a Qualified Financing as defined in the Note Purchase Agreement. The Notes are secured by all of the assets of the Company under a security agreement with the Holders. The lead investor of the Note Purchase Agreement, FWHC Bridge, LLC, advanced $1,500,000 of the total amount to the Company. FWHC is an affiliated entity of FWHC, LLC. which is a principal stockholder of the Company. An additional affiliate of FWHC LLC advanced an additional $25,000.
The foregoing description of the terms of the Note Purchase Agreement and the Note are not complete and are qualified in their entirety by the full text of the Note Purchase Agreement and the Note which are filed as Exhibit 10.1 and 4.1, respectively.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On April 1, 2021, the Board of Directors of the Company approved and granted an aggregate of 49,750,000 stock options to certain directors and officers of the Company having an exercise price of $0.07 per share and an expiration date of ten years from the date of grant (The “Options). The Director’s Options vest over a period of three years, and the Chief Executive Officer and Chief Financial Officer’s Options vest over a period of four years.
Item 9.01 Financial Statements and Exhibits
|4.1||Secured Convertible Promissory Note dated April 1, 2021|
|10.1||Secured Convertible Note Purchase Agreement dated April 1, 2021|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: April 7, 2021||By:||/s/ Jeremy Daniel|
|Chief Financial Officer|