H-CYTE, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)


Item 1.01. Conclusion of a significant definitive agreement

Effective from May 4, 2022, HCyte, Inc. (the “Company”) has entered into an amended and restated note conversion agreement (the “Note Conversion Agreement”) with certain holders (the “Investors”) of its Tranche 1 Notes (the “Notes”) ), (i) providing for a conversion price equal to the lesser of (x) $0.002 per share and (y) the price per share paid by the investors in this Qualified Financing for this New titles purchased with cash and not by conversion of Notes (as such terms are defined in the Note Conversion Agreement), in each case subject to appropriate adjustment in the event of a stock dividend, stock split, combination or any other similar recapitalization, (ii) automatic conversion upon the occurrence of Qualified Financing, and (iii) modify the Maturity Date of the Notes for June 17, 2022. Upon entry into force of the 1,000:1 reverse split previously disclosed by the Company, the conversion price will adjust to the lesser of (a) the price of the Qualified Financing or (b) $2.00 per share. The Company will also remit certain milestone and royalty payments to Investors. Investors understand FWHC, LLC and some of its affiliates. FWHC, LLC is the principal shareholder of the Company.

The Securities Conversion Agreement also provides for the consummation of the Tranche 2 Funding on the terms set forth in the Tranche 2 Securities (the “Tranche 2 Securities”) subject to (i) the aggregate principal amount of the indebtedness represented by the Tranche 2 Notes is capped at $500,000 and (ii) the Tranche 2 Bonds being an unsecured obligation of the Company and expressly subordinated in all respects to all indebtedness of the Company under the Bonds and comprising the language in which the holders of such Tranche 2 Bonds acknowledge, confirm and agree to the above terms of subordination. Pursuant to the terms of the Note Conversion Agreement, the Investors have agreed not to sell any share capital of the Company for a period of 12 months following the Qualified Financing. The Notes currently represent the Company’s only promissory note debt.

The above summary of the Note Conversion Agreement is qualified in its entirety by reference to the full text of the Note Conversion Agreement, a copy of which is attached as Schedule 10.1 to this Current Report on Form 8 -K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The incorporation set forth in Section 1.01 is incorporated herein by reference.

Item 9.01. Financial statements and supporting documents

(d) Exhibits.

The following exhibit is filed as part of this report:

Article 9.01 Supporting documents

Part # Description

10.1 Ticket Conversion Agreement

              Cover Page Interactive Data File (embedded within the Inline XBRL

104 papers)

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