Item 3.02. Unregistered Sales of Equity Securities

As of March 2, 2022, 75,257,511 warrants, the resale of the underlying shares of which were registered on H-Cyte, Inc.'s (the "Company") Registration Statement on Form S-1 (File No. 333-262553), had been exercised, including 41,608,884 warrants held by FWHC Bridge, LLC, an affiliate of the Company and the Company's principal shareholder, for aggregate gross proceeds of $1,053,605. In connection with the exercise, the holders received from the Company immediately exercisable inducement warrants (the "Inducement Warrants"), providing for a five-year term and an exercise price of $0.014, on a one-to-one basis with the Warrants that were exercised. The Company will use the proceeds of the warrant exercise for working capital purposes.

The Inducement Warrants were issued in reliance upon an exemption from registration pursuant to 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is filed as part of this report:





Exhibit
No.       Description
  4.1       Form of Inducement Warrant
          Cover Page Interactive Data File (embedded within the Inline XBRL
  104     document)

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