Current Report Filing (8-k)
November 21 2019 - 4:16PM
Edgar (US Regulatory)
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): November 21, 2019
H-CYTE,
INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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001-36763
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46-3312262
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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201
E Kennedy Blvd Ste 700
Tampa,
FL
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33602
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(Address of principal
executive offices)
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(Zip Code)
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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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 [X]
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 November 15, 2019,
H-Cyte, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with FWHC LLC (“FWHC”)
an accredited investor for the purchase of 146,998 shares of Series D Preferred Stock, par value $0.001 per share (the
“Shares”) and a ten-year warrant to purchase up to 14,669,757 shares of Common Stock at an exercise price of
$0.75 per share (the “Warrant”) resulting in $6.0 million in gross proceeds to the Company (the “FWHC Investment”).
The Shares were sold at a price of $40.817 per Share and each Share is convertible into 100 shares of Common Stock. Accordingly,
the conversion price into common stock is $0.40817 per share.
In
connection with the FWHC Investment, the Company, FWHC and certain key holders entered into a Right of First Refusal and Co-Sale
Agreement (the “RFRC Agreement”) which provides for certain rights with respect to the shares held by FWHC and the
key holders. The key holders are identified in the RFRC Agreement and include the Company’s principal stockholder RMS Shareholder,
LLC and the Company’s CEO, William E. Horne.
The
Company, FWHC and certain other holders of the Company’s voting stock entered into a Voting Agreement (“Voting Agreement”)
with respect to the size and composition of the Company’s Board and certain other items if requested by FWHC.
In
connection the FWHC Investment, the Company and FWHC entered into an Investors’ Rights Agreement (the “IRA”)
which provided FWHC with other additional rights including but not limited to, registration rights, board observer rights, and
a right of first refusal for future offerings.
On November 18, 2019,
the Company and Rion, LLC (“Rion”) entered into a Services Agreement (the “Services Agreement”) pursuant
to which Rion will conduct process development research and development for the generation of L-Cyte-01.
The
foregoing descriptions of the SPA, the RFRC Agreement, the Voting Agreement, the IRA and the Services Agreement are
qualified in their entirety by references to the full, context of each of the agreements, copies of which are filed as Exhibits
10.1, 10.2, 10.3, 10.4 and 10.5 to this Current Report on Form 8-K which are incorporated by reference
ITEM
3.02 UNREGISTERED SALE OF EQUITY SECURITIES.
The
information set forth in Item 10.1 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 November 18, 2019,
Dr. Andre Terzic and Dr. Atta Behfar resigned from the Company’s Board of Directors to avoid any potential conflicts that
could arise from the Company’s Service Agreement with Rion, pursuant to which Rion will supply exosomes to and support FDA-regulated
clinical research for the Company. Drs. Terzic and Behfar are co-founders of Rion. On November 18, 2019, Drs. Terzic and Behfar
were appointed to the Company’s Scientific Advisory Board and will continue their relationship with the Company.
On November 18, 2019,
the Company also appointed Dr. Paul Rose and Dr. Reginald Davis to its Scientific Advisory Board.
Dr. Paul Rose is a recognized
leader in the field of dermatology, with over 30 years of experience. He is internationally recognized for achieving natural hair
transplantation results. He is one of the creators of the Follicular Isolation Technique (FIT), a way of gathering donor material
without a linear incision, and he also developed the “ledge” trichophytic closure technique to diminish the appearance
of scarring at the donor site. Dr. Rose received his M.D. degree from the State University of New York and completed his dermatology
residency at Temple University Skin and Cancer in Philadelphia. He is certified by the American Board of Dermatology and is a
Fellow of the American Academy of Dermatology and the International Society of Hair Restoration Surgery. He has served on the
Clinical Faculty of the Department of Dermatology at the University of South Florida School of Medicine.
Dr. Reginald Davis
is a board-certified neurosurgeon specializing in minimally invasive spine surgery. During his career, he has performed more than
10,000 surgeries. He has an insatiable interest in medical advances because he knows that what he uncovers today may help more
people enjoy a better quality of life in the future. This spirit of innovation shows in the research work that he has participated
in, including clinical trials leading to FDA-approved advancements in spine surgery. His thoughtful, methodical approach serves
as the formidable foundation to help him identify, evaluate and implement new medical technologies. Dr. Davis pursued postgraduate
study, internship and residency in general surgery and neurosurgery at Johns Hopkins University School of Medicine. He also completed
a research fellowship with Johns Hopkins, where he serves as an assistant professor. He has been published widely, including in
the Journal of Neurosurgery and the International Journal of Spine Surgery.
ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; Changes in Fiscal Year
On
November 15, 2019, the Company amended its By-laws. The amended By-laws are filed as Exhibit 3.1 hereto.
On
November 15, 2019, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series D Preferred
Stock (the “Series D COD”) setting forth the rights governing the Series D Preferred Stock.
On
November 15, 2019, the Company filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations
of its 5% Series B Preferred Stock, (the “Amended Series B COD”) which amendment was approved by the requisite percentage
of holders of Series B Preferred Stock.
The
foregoing descriptions of the Amended By-Laws, the Series D COD and the Amended Series B COD are qualified in their entirety by
reference to the full context of each of such documents, copies of which have been filed as exhibits 3.1, 3.2 and 3.3 to this
Current Report on Form 8-K which are incorporated by reference herein.
ITEM
7.01 REGULATION FD DISCLOSURE
On
November 18, 2019, the Company issued a press release announcing the closing of the FWHC Investment. A copy of the press
release is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
Exhibit
Number
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Description
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3.1
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Amended By-Laws dated November 15, 2019.
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3.2
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Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock dated November 15, 2019.
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3.3
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Amended Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock.
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10.1
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Securities Purchase Agreement dated November 15, 2019 by and between the Company and FWHC LLC.
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10.2
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Right of First Refusal and Co-Sale Agreement dated November 15, 2019 by and among the Company, FWHC LLC and certain key holders.
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10.3
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Voting Agreement dated November 15, 2019 by and among the Company, FWHC and certain key holders.
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10.4
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Investors’ Rights Agreements dated November 15, 2019 by and among the Company, FWHC and certain key holders.
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10.5
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Services Agreement dated November 18, 2019 by and between the Company and Rion, LLC*
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99.1
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Press Release dated November 18, 2019.
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*
Schedule A of this Exhibit was omitted for confidentiality reasons.
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.
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H-CYTE, Inc.
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Date:
November 21, 2019
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By:
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/s/
Jeremy Daniel
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Jeremy Daniel
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Chief Financial Officer
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