Item 1.01. Entry into a Material Definitive Agreement
On June 9, 2022, HCyte, Inc. (the "Company") entered into a securities purchase
agreement for a total of $272,500 with two accredited investors. The notes
issued are convertible into common stock at a 35% discount to the lowest trading
price in the 20 day period prior to conversion. The notes bear interest at 10%
and are due one year from issuance. For the first six (6) months, the Company
has the right to prepay the notes at a premium of between 25% and 35% depending
on when it is repaid.
The Company also issued a promissory note for $100,000 to another accredited
investor. This note bears interest at 15% (no matter when repaid) and converts
at a discount of 25% of the price of a public offering or a 25% discount to the
vwap of the five (5) days prior to conversion.
The foregoing summary of the Securities Purchase Agreements and Notes are
qualified in their entirety by reference to the full text of the Agreements,
copies of which are attached as Exhibits to this Current Report on Form 8-K and
are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The incorporation set forth in Item 1.01 is incorporated by reference herein.
Item 5.03 Amendment to Articles of Incorporation
On June 10, 2022, the Company amended (the "Amendment") its Articles of
Incorporation to effectuate a 1,000-1 reverse stock split (the "Reverse Split")
of its common stock. The Reverse Split was approved by FINRA on June 10, 2022
and effectuated on June 13, 2022. Pursuant to the Amendment, the Company also
reduced the authorized shares of common stock to 500,000,000. As a result of the
Reverse Split, the Company now has approximately 255,246 shares of common stock
outstanding and 494,579,117 shares of Series A Preferred Stock outstanding. As a
result of the Reverse Stock Split, the Series A Preferred Stock conversion ratio
is now 1,000 shares of Series A Preferred Stock converts into 1 share of common
stock. Accordingly, the 494,579,117 outstanding shares of Series A Preferred
Stock are now convertible into an aggregate of 494,579 shares of common stock.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibit is filed as part of this report:
Item 9.01 Exhibits
Exhibit No. Description
10.1 Securities Purchase Agreement between H-Cyte, Inc. and Fast
Capital, LLC dated June 7, 2022
10.2 Securities Purchase Agreement between H-Cyte, Inc. and One44
Capital LLC dated June 8, 2022
10.3 Securities Purchase Agreement between H-Cyte, Inc. and an
individual investor dated June 8, 2022
10.4 Redeemable Note dated June 7, 2022 in favor of Fast Capital LLC
10.5 Redeemable Note dated June 8, 2022 in favor of One44 Capital LLC
10.6 Redeemable Note dated June 8, 2021 in favor individual investor
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
© Edgar Online, source Glimpses