Medovex Corp.

10/20/2021 | Press release | Distributed by Public on 10/20/2021 13:47

Material Definitive Agreement - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2021

H-CYTE, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada 001-36763 46-3312262

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

201 E Kennedy Blvd Ste 425

Tampa, FL

33602
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (844)633-6839

Copies to:

Arthur S. Marcus, Esq

Sichenzia Ross Ference LLP

1185 Avenue of the Americas

37th Floor

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))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 October 14, 2021, H-Cyte, Inc. (the "Company") entered into the Second Closing Bring Down Agreement whereby the five (5) investors who had entered into a Note Purchase Agreement on April 1, 2021 purchased new notes in the Company in the aggregate principal amount of $750,000. 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 $437,000 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 $7,500.

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 were filed as Exhibit 10.1 and 4.1, respectively to the Current Report on Form 8-k dated April 7, 2021. The Second Closing Bring Down Agreement is attached as Exhibit 10.2 and is incorporated by reference in its entirety.

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 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number Description
4.1 Secured Convertible Promissory Note dated April 1, 2021 incorporated by reference to the Current Report on Form 8-k dated April 7, 2021
10.1

Secured Convertible Note Purchase Agreement dated April 1, 2021incorporated by reference to the Current Report on Form 8-k dated April 7, 2021.

10.2 Second Closing Bring Down Agreement dated October 13, 2021 effective October 14, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

H-CYTE, INC.
Date: October 20, 2021 By: /s/ Jeremy Daniel
Jeremy Daniel
Chief Financial Officer