UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2019~~2020

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission file number: 001-36763

H-CYTE, INC

(Exact name of registrant as specified in its charter)

Nevada		46-3312262
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

201 East Kennedy Blvd, Suite 700
Tampa, Florida		33602
(Address of principal executive offices)		(Zip Code)

(844) 633-6839

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		HCYT		OTC Capital Markets

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)

[X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ X ]	Smaller Reporting Company [X]
	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. ~~[X]~~[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

As of November ~~14, 2019, 99,236,413~~10, 2020, 124,416,166 shares of the registrant’s common stock were outstanding.

H-CYTE, INC AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

	Special Note Regarding Forward-looking Statements	3
Item 1.	Financial Statements	4
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Stockholders’ Equity (Deficit)	67
	Consolidated Statements of Cash Flows	78
	Notes to Consolidated Financial Statements	89
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2531
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	3437
Item 4.	Controls and Procedures	3437

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	3538
Item 1A.	Risk Factors	3538
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3538
Item 3.	Defaults Upon Senior Securities	3538
Item 4.	Mine Safety Disclosures	3538
Item 5.	Other Information	3538
Item 6.	Exhibits	3538

SIGNATURES		3639

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements”, as defined under United States federal securities laws. These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

	●	our ability to market, commercialize and achieve broader market acceptance for our products;

	●	our ability to successfully expand, and achieve full productivity from, our sales, clinical support, and marketing capabilities;

	●	our ability to successfully complete the development of, and obtain regulatory clearance or approval for, our products; and

	●	the estimates regarding the sufficiency of our cash resources, our ability to obtain additional capital or our ability to maintain or grow sources of revenue.

In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Quarterly Report, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. You should also refer to the section of our Annual report on Form 10-K entitled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us, or any other person, that we will achieve our objectives and plans in any specified time frame, or at all. We do not undertake to update any of the forward-looking statements after the date of this Quarterly Report, except to the extent required by applicable securities laws.

The “Risk Factors” included in the Company’s Annual Report on Form 10-K reflect the “Risk Factors” of H-CYTE (formerly MedoveX) business and do not include information relative to Regenerative Medicine Solutions, LLC, RMS Shareholder, LLC (“Shareholder”), Lung Institute LLC (“LI”), RMS Lung Institute Management LLC (“RMS LI Management”) and Cognitive Health Institute Tampa, LLC (“CHIT”), (collectively “RMS”).

Item 1. Financial Statements

H-CYTE, INC AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	September 30, 2019 (Unaudited)			December 31, 2018
							(Unaudited) September 30, 2020			December 31, 2019
Assets

Current Assets
Cash	$	367,877		$	69,628		$	3,437,247		$	1,424,096
Accounts receivable		37,180			15,242	��		2,500			22,667
Other receivables		33,868			5,144			2,301			18,673
Inventory		126,250			—
Prepaid expenses		198,927			59,678			114,415			810,143
Total Current Assets		764,102			149,692			3,556,463			2,275,579

Right-of-use asset		859,134			—
Right -of-use asset								373,121			738,453
Property and equipment, net		235,225			266,916			152,541			219,703
Intangibles, net		3,128,000			—
Goodwill		12,564,401			—
Other assets		29,239			38,288			25,381			36,877
Total Assets	$	17,580,101		$	454,896		$	4,107,506		$	3,270,612

Liabilities and Stockholders’ Equity (Deficit)
Liabilities, Mezzanine Equity, and Stockholders’ Equity (Deficit)

Current Liabilities
Interest payable	$	78,328		$	158,371		$	6,267		$	53,198
Accounts payable		1,952,500			851,604			1,248,132			1,485,542
Accrued liabilities		543,137			183,183			303,778			324,984
Other current liabilities		532,396			462,856			159,501			175,181
Short-term note, related party		1,250,000			180,000
Short-term financing payable		114,123			30,852
Short-term notes, related parties								-			1,635,000
Short-term convertible notes payable		774,615			—			-			424,615
Notes payable, current portion		71,653			—			67,444			66,836
PPP Loan, current portion								355,839			-
Dividend payable		105,389			—			-			108,641
Deferred revenue		1,364,658			326,064			636,781			1,046,156
Lease liability, current portion		481,295			—			247,552			453,734
Total Current Liabilities		7,268,094			2,192,930			3,025,294			5,773,887

Long-Term Liabilities
Long-term Liabilities
Lease liability, net of current portion		396,424			—			143,258			302,175
Notes payable, net of current portion		22,920			—			-			11,545
Convertible debt to related parties		—			4,306,300
PPP Loan, net of current portion								453,243			-
Derivative liability - warrants		332,150			—			-			315,855
Deferred rent		—			22,206
Total Long-Term Liabilities		751,494			4,328,506
Redemption put liability								-			267,399
Total Long-term Liabilities								596,501			896,974

Total Liabilities		8,019,588			6,521,436			3,621,795			6,670,861

Commitments and Contingencies (Note 10)
Commitments and Contingencies

Mezzanine Equity
Series D Convertible Preferred stock - $.001 par value: 238,871 shares authorized with 0 and 146,998 issued and outstanding at September 30, 2020 and December 31, 2019, respectively.								-			6,060,493
Total Mezzanine Equity								-			6,060,493

Stockholders’ Equity (Deficit)
Series A Convertible Preferred Stock - $.001 par value: 500,000 shares authorized, no shares issued and outstanding at September 30, 2019 and December 31, 2018		—			—
Series B Convertible Preferred Stock - $.001 par value: 10,000 shares authorized, 7,000 and 0 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively		7			—
Series C Convertible Preferred Stock - $.001 par value: 45,000 shares authorized, no shares issued and outstanding at September 30, 2019 and December 31, 2018		—			—
Common stock - $.001 par value: 199,000,000 and 49,500,000 shares authorized. 99,236,360 and 33,661,388 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively		99,237			33,661
Series A Preferred Stock - $.001 par value; 800,000,000 shares authorized, 542,129,440 shares issued and outstanding at September 30, 2020 and 0 shares issued and outstanding at December 31, 2019, respectively.								542,129			-
Series B Convertible Preferred Stock - $.001 par value: 10,000 shares authorized, 0 shares issued and outstanding at September 30, 2020 and 6,100 shares issued and outstanding on December 31, 2019, respectively.								-			6
Common stock - $.001 par value: 1,600,000,000 shares authorized, 122,139,433 and 99,768,704 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively								122,139			99,769
Additional paid-in capital		25,818,913			3,566,339			42,489,998			28,172,146
Accumulated deficit		(15,987,512	)		(9,296,408	)		(42,298,423	)		(37,362,531	)
Non-controlling interest		(370,132	)		(370,132	)		(370,132	)		(370,132	)
Total Stockholders’ Equity (Deficit)		9,560,513			(6,066,540	)		485,711			(9,460,742	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	17,580,101		$	454,896
Total Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit)							$	4,107,506		$	3,270,612

See accompanying notes to the ~~unaudited consolidated financial statements~~

~~H-CYTE, INC AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(Unaudited)~~

Three Months Ended
September 30,

Nine Months Ended
September 30,

2019 2018 2019 2018
Revenues $ 2,742,442 $ 1,536,990 $ 6,498,404 $ 6,880,794
Cost of Sales (550,139 ) (503,755 ) (1,539,104 ) (1,979,128 )
Gross Profit 2,192,303 1,033,235 4,959,300 4,901,666

Operating Expenses
Salaries and related costs 1,913,845 894,773 7,078,531 3,072,807
Other general and administrative 2,025,980 809,119 5,309,791 2,482,789
Advertising 1,467,691 278,942 4,188,087 1,435,784
Depreciation & amortization 211,885 35,371 631,722 84,259
Total Operating Expenses 5,619,401 2,018,205 17,208,131 7,075,639

Operating Loss (3,427,098 ) (984,970 ) (12,248,831 ) (2,173,973 )

Other Income (Expense)
Other income -- -- 2,153 --
Foreign currency transaction gain -- -- 6,837 --
Change in fair value of derivative liability - warrants 883,527 -- 883,527 --
Interest expense (80,092 ) (50,281 ) (259,436 ) (121,200 )
Total Other Income (Expenses) 803,435 (50,281 ) 633,081 (121,200 )

Net Loss $ (2,623,663 ) $ (1,035,251 ) $ (11,615,750 ) $ (2,295,173 )

Dividend on outstanding Series B Preferred Stock 21,000 -- 66,639 --
Deemed dividend on adjustment to exercise price on convertible debt and certain warrants -- -- 404,384 --
Deemed dividend on beneficial conversion features -- -- 32,592 --
Net loss attributable to common stockholders $   (2,644,663 ) $ (1,035,251 ) $ (12,119,365 ) $ (2,295,173 )

Loss per share – Basic and Diluted $ (0.03 ) $ (0.03 ) $ (0.13 ) $ (0.07 )
Weighted average outstanding shares used to compute basic and diluted net loss per share 98,991,805 33,661,388 96,150,811 33,661,388
~~See accompanying notes to the unaudited~~ consolidated financial statements

54

H-CYTE, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended Sept 30, Nine months ended Sept 30,
2020 2019 2020 2019
Revenues $ 649,892 $ 2,742,442 $ 1,686,168 $ 6,498,404
Cost of Sales (161,252 ) (550,139 ) (608,079 ) (1,539,104 )
Gross Profit 488,640 2,192,303 1,078,089 �� 4,959,300

Operating Expenses
Salaries and related costs 606,294 1,913,845 2,425,094 7,078,531
Other general and administrative 542,317 2,025,980 2,807,350 5,309,791
Research and development 201,658 - 1,151,658 -
Advertising 51,643 1,467,691 222,196 4,188,087
Depreciation and amortization 30,095 211,885 69,447 631,722
Total Operating Expenses 1,432,007 5,619,401 6,675,745 17,208,131

Operating Loss (943,367 ) (3,427,098 ) (5,597,656 ) (12,248,831 )

Other Income (Expense)
Other income (expense) (34,504 ) - (25,182 ) 8,990
Interest expense (1,039,349 ) (80,092 ) (1,458,521 ) (259,436 )
Change in fair value of redemption put liability 97,997 - 272,705 -
Loss on derivative instrument - - (2,306,121 ) -
Gain on extinguishment of debt - - 1,300,088 -
Warrant modification expense - - (70,851 ) -
Change in fair value of derivative liability - warrants 5,869,102 883,527 2,986,853 883,527
Total Other Income (Expense) 4,893,246 803,435 698,971 633,081

Net Income (Loss) $ 3,949,879 $ (2,623,663 ) $ (4,898,685 ) $ (11,615,750 )

Accrued dividends on outstanding Series B Convertible Preferred Stock 7,856 21,000 44,456 66,639
Deemed dividend on adjustment to exercise price on convertible debt and certain warrants - - - 404,384
Deemed dividend on Series D Convertible Preferred Stock 36,450 - 277,719 -
Deemed dividend on beneficial conversion features - - - 32,592
Net Income (Loss) attributable to common stockholders $ 3,905,573 $ (2,644,663 ) $ (5,220,860 ) $ (12,119,365 )

Net Income (Loss) per share
Basic $ 0.03 $ (0.03 ) $ (0.05 ) $ (0.13 )
Diluted $ 0.01 $ (0.03 ) (0.05 ) $ (0.13 )

Weighted average outstanding shares - basic 116,970,322 98,991,805 106,691,185 96,150,811
Weighted average outstanding shares - diluted 664,244,972 98,991,805 106,691,185 96,150,811
See accompanying notes to the consolidated financial statements
H-CYTE, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the three and nine months ended September 30, ~~2019~~2020
(Unaudited)

For the Three Months Ended Preferred Stock Common Stock Additional Paid-in Accumulated Non-controlling Total Stockholders’
(Deficit)
September 30, 2019 Shares Amount Shares Amount Capital Deficit Interest Equity
Balances – June 30, 2019 7,000 $ 7 98,886,360 $ 98,887 $ 25,705,975 $ (13,480,691 ) $ (370,132 ) $ 11,954,046
Issuance of common stock in connection with private placement offering — — 200,000 200 77,164 — — 77,364
Issuance of warrants in connection with private placement offering — — — — 22,636 — — 22,636
Issuance of common stock in exchange for consulting services — — 150,000 150 43,349 — — 43,499
Derivative liability adjustment (Note12) — — — — (116,842 ) 116,842 —

—
Issuance of warrants pursuant to extension of maturity date on convertible debt — — — — 106,158 — — 106,158
Stock based compensation — — — — 1,473 — — 1,473
Dividends payable — — — — (21,000 ) — — (21,000 )
Net loss — — — — — (2,623,663 ) — (2,623,663 )
Balances - September 30, 2019 7,000 $ 7   99,236,360 $   99,237 $   25,818,913 $ (15,987,512 ) $ (370,132 ) $ 9,560,513

Three months ended September 30, 2019 and 2020
For the Nine Months Ended Preferred Stock Common Stock Additional Paid-in Accumulated Non-controlling Total Stockholders’
(Deficit)
September 30, 2019 Shares Amount Shares Amount Capital Deficit Interest Equity
Balances - December 31, 2018 — $ — 33,661,388 $ 33,661 $ 3,566,339 $ (9,296,408 ) $ (370,132 ) $ (6,066,540 )
Purchase accounting entries due to the purchase transaction 9,250 9 24,717,217 24,717 12,657,182 — — 12,681,908
Adjustment for assets and liabilities not included in purchase transaction — — — — — 5,244,780 — 5,244,780
Issuance of common stock in connection with private placement offering — — 17,700,000 17,700 4,402,087 — — 4,419,787
Issuance of warrants in connection with private placement offering — — — — 2,663,797 — — 2,663,797
Issuance of common stock pursuant to conversion of short-term debt — — 500,000 500 125,437 — — 125,937
Issuance of warrants pursuant for repayment of short-term debt — — — — 74,063 — — 74,063
Issuance of additional exchange shares (Note 3) — — 17,263,889 17,264 (17,264 ) — — —
Issuance of common stock pursuant to conversion of convertible short-term debt — — 250,000 250 99,750 — — 100,000
Conversion of Preferred Series B Stock and accrued dividends (2,250 ) (2 ) 604,167 605 (603 ) — — —
Issuance of common stock to pay accrued interest on convertible short-term debt — — 1,667 2 665 — — 667
Issuance of common stock in exchange for consulting fees incurred — — 280,085 280 95,253 — — 95,533
Adjustment of exercise price on convertible debt
— — — — 287,542 (287,542 ) — —
Issuance of common stock to pay accrued dividends on Preferred Series B stock — — 32,313 32 12,894 — — 12,926
Beneficial conversion on Preferred Series B Stock — — — — 32,592 (32,592 ) — —
Issuance of common stock per restricted stock award to executive (Note 9) — — 4,225,634 4,226 1,686,028 — — 1,690,254
Issuance of warrants pursuant to extension of maturity date on convertible debt — — — — 106,158 — — 106,158
Stock based compensation — — — — 93,632 — — 93,632
Dividends payable — — — — (66,639 ) — — (66,639 )
Net loss — — — — — (11,615,750 ) — (11,615,750 )
Balances - September 30, 2019 7,000 $ 7   99,236,360 $ 99,237 $   25,818,913 $ (15,987,512 ) $ (370,132 ) $ 9,560,513

Preferred Series A Stock Preferred Series B Stock Common Stock Additional Paid-in Accumulated Non-Controlling Total Stockholders’ (Deficit)
Shares Amount Shares Amount Shares Amount Capital Deficit Interest Equity
Balance - June 30, 2019 (unaudited) — — 7,000 $ 7 98,886,360 $ 98,887 $ 25,705,975 $ (13,480,691 ) $ (370,132 ) $ 11,954,046
Issuance of Common Stock in connection with private placement offering — — — — 200,000 200 77,164 — — 77,364
Issuance of warrants in connection with private placement offering — — — — — — 22,636 — — 22,636
Issuance of Common Stock in exchange for consulting services — — — — 150,000 150 43,349 — — 43,499
Derivative liability adjustment — — — — — — (116,842 ) 116,842 — —
Issuance of warrants pursuant to extension of maturity date on convertible debt — — — — — — 106,158 — — 106,158
Stock based compensation — — — — — — 1,473 — — 1,473
Dividends payable — — — — — — (21,000 ) — — (21,000 )
Net loss — — — — — — — (2,623,663 ) — (2,623,663 )
Balance September 30, 2019 (unaudited) — $ - 7,000 $ 7 99,236,360 $ 99,237 $ 25,818,913 $ (15,987,512 ) $ (370,132 ) $ 9,560,513
Preferred Series A Stock Preferred Series B Stock Common Stock
Additional
Paid-in
Accumulated Non-Controlling Total
Stockholders’ (Deficit)
Shares Amount Shares Amount Shares Amount Capital Deficit Interest Equity
Balance - June 30, 2020 (unaudited) — $ - 6,100 $ 6 104,246,357 $ 104,246 $ 27,761,076 $ (46,248,302 ) $ (370,132 ) $ (18,753,106 )
Conversion of Series B Preferred Stock to Common Stock — — (6,100 ) (6 ) 2,119,713 2,120 150,983 — — 153,097
Accrued dividends on Series B Preferred Stock — — — — — — (7,856 ) — — (7,856 )
Deemed dividend on Series D Preferred Stock — — — — — — (36,450 ) — — (36,450 )
Conversion of Short-term convertible notes to Preferred Stock 287,984,337 287,984 — — — — 4,751,484 — — 5,039,468
Conversion of related party warrants to equity — — — — — — 107,123 — — 107,123
Conversion of Series D Preferred Stock to Common Stock — — — — 15,773,363 15,773 6,422,441 — — 6,438,214
Reclassification of Series B warrants to Common Stock — — — — — — 73,805 — — 73,805
Reclassification of Series D warrants to Common Stock — — — — — — 337,400 — — 337,400
Issuance of Series A Preferred Stock in Rights Offering 218,285,024 218,285 — — — — 2,517,451 — — 2,735,736
Conversion of Short-term related party convertible notes to Preferred Stock 35,860,079 35,860 — — — — 412,541 — — 448,401
Net Income — — — — — — — 3,949,879 — 3,949,879
Balance - September 30, 2020 (unaudited) 542,129,440 $ 542,129 — $ - 122,139,433 $ 122,139 $ 42,489,998 $ (42,298,423 ) $ (370,132 ) $ 485,711
Nine months ended September 30, 2019 and 2020
Preferred Series A Stock Preferred Series B Stock Common Stock Additional Paid-in Accumulated Non-Controlling Total
Stockholders’
(Deficit)
Shares Amount Shares Amount Shares Amount Capital Deficit Interest Equity
Balance - December 31, 2018 (audited) — $ - — — 33,661,388 33,661 3,566,339 (9,296,408 ) (370,132 ) $ (6,066,540 )
Purchase accounting entries due to the purchase transaction — — 9,250 9 24,717,217 24,717 12,657,182 — — 12,681,908
Adjustment for assets and liabilities not included purchase transaction — — — — — — — 5,244,780 — 5,244,780
Issuance of Common Stock in connection with private placement offering — — — — 17,700,000 17,700 4,402,087 — — 4,419,787
Issuance of warrants in connection with private placement offering — — — — — — 2,663,797 — — 2,663,797
Issuance of Common Stock pursuant to conversion of short-term debt — — — — 500,000 500 125,437 — — 125,937
Issuance of warrants pursuant to conversion of short-term debt — — — — — — 74,063 — — 74,063
Issuance of additional exchange shares — — — — 17,263,889 17,264 (17,264 ) — — —
Issuance of Common Stock pursuant to conversion of convertible short-term debt — — — — 250,000 250 99,750 — — 100,000
Conversion of Series B Preferred Stock and accrued dividends — — (2,250 ) (2 ) 604,167 605 (603 ) — — —
Issuance of Common Stock to pay accrued interest on convertible short-term debt — — — — 1,667 2 665 — — 667
Series B Stock accrued dividend — — — — 32,313 32 12,894 — — 12,926
Issuance of Common Stock in exchange for consulting fees incurred — — — — 280,085 280 95,254 — — 95,534
Adjustment of exercise price on convertible debt — — — — — — 287,542 (287,542 ) — —
Beneficial conversion of Series B Preferred Stock — — — — — — 32,592 (32,592 ) — —
Issuance of Common Stock per restricted stock award to executive — — — — 4,225,634 4,226 1,686,028 — — 1,690,254
Issuance of warrants pursuant to extension of maturity date on convertible debt — — — — — — 106,158 — — 106,158
Stock based compensation — — — — — — 93,632 — — 93,632
Dividends payable — — — — — — (66,639 ) — — (66,639 )
Net loss — — — — — — — (11,615,750 ) — (11,615,750 )
Balance - September 30, 2019 (unaudited) — $ - $ 7,000 $ 7 99,236,360 $ 99,237 $ 25,818,913 $ (15,987,512 ) $ (370,132 ) $ 9,560,513
Preferred Series A Stock Preferred Series B Stock Common Stock Additional Paid-in Accumulated Non-Controlling Total
Stockholders’
(Deficit)
Shares Amount Shares Amount Shares Amount Capital Deficit Interest Equity
Balance - December 31, 2019 (audited) — $ — 6,100 $ 6 99,768,704 $ 99,769 $ 28,172,146 $ (37,362,531 ) $ (370,132 ) $ (9,460,743 )
Accrued dividends on Series B Preferred Stock — — — — — — (44,456 ) — — $ (44,456 )
Adjustment of exercise price on certain warrants — — — — — — (438,913 ) — — (438,913 )
Reclassification of Series B warrants to equity — — — — — — 73,805 — — 73,805
Reclassification of Series D warrants to equity — — — — — — 337,400 — — 337,400
Conversion of Series B Preferred Stock — — (6,100 ) (6 ) 2,119,713 2,120 150,983 — 153,097
Conversion of Series D Preferred Stock to Common Stock — — — — 15,773,363 15,773 6,422,441 — — 6,438,214
Conversion of Short-term related party convertible notes to Preferred Stock 35,860,079 35,860 — — — — 412,541 — — 448,401
Issuance of Common Stock in connection with extinguishment of short term notes, related parties — — — — 4,368,278 4,368 214,046 — — 218,414
Deemed dividend on Series D Preferred Stock — — — — — — (277,719 ) — — (277,719 )
Deemed dividend on Series D Preferred Stock at issuance — — — — — — — (37,207 ) — (37,207 )
Conversion of related party warrants to equity — — — — — — 107,123 — — 107,123
Issuance of Common Stock in exchange for consulting fees incurred — — — — 109,375 109 34,891 — — 35,000
Issuance of warrants pursuant to private placement of Series D Convertible Preferred Stock — — — — — — 31,902 — — 31,902
Conversion of short-term convertible notes to Preferred Stock 287,984,337 287,984 — — — — 4,751,484 — — 5,039,468
Issuance of warrants pursuant to extension of convertible short-term notes — — — — — — 17,636 — — 17,636
Issuance of warrants pursuant to extension of maturity date on convertible debt — — — — — — 6,595 — — 6,595
Issuance of Series A Preferred Stock in Rights Offering 218,285,024 218,285 — — — — 2,517,451 — — 2,735,736
Stock based compensation — — — — — — 643 — — 643
Net loss — — — — — — — (4,898,685 ) — (4,898,685 )
Balance - September 30, 2020 (unaudited) 542,129,440 $ 542,129 — $ - 122,139,433 $ 122,139 $ 42,489,998 $ (42,298,423 ) $ (370,132 ) $ 485,711
See accompanying notes to the ~~unaudited~~ consolidated financial statements
H-CYTE, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine Months Ended Nine Months Ended September 30,
September 30, 2019 September 30, 2018 2020 2019
Cash Flows from Operating Activities
Net loss $ (11,615,750 ) $ (2,295,173 ) $ (4,898,685 ) $ (11,615,750 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 631,722 84,259 69,447 631,722
Amortization of debt discount 151,881 -- 1,395,007 151,881
Interest and penalties on extension of short-term convertible notes 124,615 -- -- 124,615
Stock-based compensation 1,783,886 -- 643 1,783,886
Loss on write-off of inventory 5,205 -- -- 5,205
Common stock issued for consulting services 95,533 -- 35,000 95,533
Income from change in fair value adjustment of derivative liability - warrants (883,527 ) --
Change in fair value adjustment of derivative liability - warrants (2,986,853 ) (883,527 )
Change in fair value of redemption put liability (272,705 ) --
Change in fair value of Derivative Liability - Day one derivative loss 2,306,121
Issuance of warrants to extend convertible debt 17,636 106,158
Bad Debt Expense -- 60,112
Issuance of warrants to extend short-term debt 106,158 -- 6,595
Bad debt expense 60,112 --
Changes in operating assets and liabilities, net of purchase transaction:
Gain on conversion of short-term notes, related party (1,300,088 ) --
Warrant modification expenses 70,851
Changes in operating assets and liabilities, net of purchase transaction :
Accounts receivable 63,707 (6,903 ) 20,167 63,707
Other receivables (28,724 ) -- 16,372 (28,724 )
Accounts receivable from related parties -- (8,824 )
Prepaid expenses and other assets (140,304 ) 89,078 707,457 (140,304 )
Interest payable (25,381 ) 98,286 35,565 (25,381 )
Accounts payable 486,196 207,265 (237,419 ) 486,196
Accrued liabilities (102,099 ) (96,667 ) (21,206 ) (102,099 )
Other current liabilities 354,340 (57,801 ) (15,680 ) 354,340
Dividend payable (12,928 ) -- - (12,928 )
Deferred revenue 1,038,594 (391,938 ) (409,375 ) 1,038,594

Net Cash Used in Operating Activities (7,906,764 ) (2,378,418 ) (5,461,140 ) (7,906,764 )

Cash Flows from Investing Activities
Purchases of property and equipment (17,238 ) (207,895 )
Purchase of property and equipment (2,285 ) (17,238 )
Purchase of business, net of cash acquired (302,710 ) -- -- (302,710 )
assets not included in purchase transaction (69,629 ) --
Net assets not included in purchase transaction -- (69,629 )
Net Cash Used in Investing Activities (389,577 ) (207,895 ) (2,285 ) (389,577 )

Cash Flows from Financing Activities
Payments on short-term related party notes (180,000 ) (4,944 ) -- (180,000 )
Proceeds from short-term related party notes 1,250,000 -- -- 1,250,000
Payment of dividends (6,136 ) -- -- (6,136 )
Proceeds from debt obligations 277,519 50,020 809,082 277,519
Payment on debt obligations (130,377 ) -- (10,937 ) (130,377 )
Proceeds from common stock 4,419,787 --
Proceeds from warrants 2,663,797 --
Proceeds from issuance of common stock -- 4,419,787
Proceeds from issuance of warrants 3,842,695 2,663,797
Proceeds from shareholder contributions 300,000 -- -- 300,000
Proceeds from convertible debt to a related party -- 2,367,724
Proceeds from issuance of Preferred Stock Series D 100,000 --
Proceeds from issuance Preferred Stock Series A, net of issuance costs 2,735,736 --
Net Cash Provided by Financing Activities 8,594,590 2,412,800 7,476,576 8,594,590

Net Increase (Decrease) in Cash 298,249 (173,513 )
Net Increase in Cash 2,013,151 298,249

Cash - Beginning of period 69,628 251,330 1,424,096 69,628

Cash - End of period $ 367,877 $ 77,817 $ 3,437,247 $ 367,877

Supplementary Cash Flow Information
Cash paid for interest $ 132,937 $ 20,900 $ 17,066 $ 132,937

Non-cash investing and financing activities
Common stock issued to pay accrued dividends $ 12,928 $ --
Deemed dividends $ 436,976 $ --
Conversion of debt obligations to common stock $ 225,937 $ --
Commons stock issued to pay accrued dividends $ -- $ 12,928
Deemed Dividend on Series D Convertible Preferred Stock $ 314,926 $ 436,976
Conversion of debt obligations to Common Stock $ -- $ 225,937
Conversion of Series D Preferred Stock to Common Stock $ 6,438,214 $ --
Conversion of related party (Horne) warrants to equity $ 107,123 $ --
Reclassification of Series B warrants to equity $ 73,805 $ --
Reclassification of Series D warrants to equity $ 337,400 $ --
Issuance of Common Stock in exchange for consulting fees $ 35,000 $ --
Conversion of debt obligations to warrants $ 74,063 $ -- $ -- $ 74,063
Issuance of warrants to extend short-term debt $ 106,158 $ -- $ 6,595 $ 106,158
Conversion of short-term related party notes payable to common stock $ 114,000 $ --
Conversion of note and accrued interest to common stock and warrants $ 607 $ --
Issuance of warrants pursuant to extension of convertible short-term notes $ 17,636 $ --
Conversion of Series B Preferred Stock to Common Stock $ 153,097 $ --
Conversion of short-term related party notes payable to Common Stock $ -- $ 114,000
Conversion of short-term related party convertible notes to Preferred Stock $ 412,541 $ --
Conversion of short-term convertible notes to Preferred Stock $ 4,751,484 $ --
Conversion of note and accrued interest to Common Stock and warrants $ -- $ 607
Interest and penalties on extension of short-term convertible notes $ 253,607 $ -- $ -- $ 253,607
Dividends accrued $ 66,639 $ --
Repurchase of non-controlling interest $ -- $ 33,805
Dividends accrued on Series B Preferred Stock $ 44,456 $ 66,639
Adjustment of exercise price on convertible debt $ 438,913 $ --
Issuance of Common Stock in connection with extinguishment of short-term notes, related parties $ 218,414 $ --
Issuance of Warrants in connection with Series D Convertible Preferred Stock $ 31,902 $ --

See accompanying notes to the ~~unaudited~~ consolidated financial statements
8
H-CYTE, INC
~~H-CYTE, INC~~
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Description of the Company

On July 11, 2019, ~~Medovex~~MedoveX Corp. (“MedoveX”) changed its ~~named~~name to H-CYTE, Inc. (“H-CYTE” or the “Company”) by filing a Certificate of Amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of the State of Nevada. The name change and the Company’s new symbol, HCYT, became effective with FINRA on July 15, 2019. H-CYTE was incorporated in Nevada on July 30, 2013 as SpineZ Corp.

On October 18, 2018, H-CYTE (formerly named MedoveX) entered into an Asset Purchase Agreement (“APA”) with Regenerative Medicine Solutions, LLC, RMS Shareholder, LLC (“Shareholder”), Lung Institute LLC (“LI”), RMS Lung Institute Management LLC (“RMS LI Management”) and Cognitive Health Institute Tampa, LLC (“CHIT”), (collectively “RMS”). On January 8, 2019, the APA was amended, and the Company acquired certain assets and assumed certain liabilities of RMS as reported in the 8-K/A filed in March of 2019. Based on the terms of the APA and its amendment (collectively the “APA”), the former RMS members had voting control of the combined company as of the closing of the RMS acquisition. For accounting purposes, the acquisition transaction has been treated as a reverse acquisition whereby the Company is deemed to have been acquired by RMS and the historical financial statements prior to the acquisition date of January 8, 2019 now reflect the historical financial statements of RMS.

~~Prior to~~As of the merger, ~~of H-CYTE and RMS on January 8, 2019 (the “Merger”),~~ the consolidated results for H-CYTE include the ~~financial activities of Regenerative Medicine Solutions,~~following wholly-owned subsidiaries: H-CYTE Management, LLC ~~LI, RMS Nashville, LLC (“Nashville”)~~(formerly Blue Zone Health Management, LLC), ~~RMS Pittsburgh, LLC (“Pittsburgh”), RMS Scottsdale, LLC (“Scottsdale”), RMS Dallas, LLC (“Dallas”), State, LLC (“State”),~~MedoveX Corp, Cognitive Health Institute, ofLLC, and Lung Institute Tampa, ~~(“CHIT”), RMS LI Management,~~LLC (formerly Blue Zone Lung Tampa, LLC) and ~~Shareholder, H-CYTE~~the results included Lung Institute Dallas, PLLC (“LI Dallas”), Lung Institute Nashville, PLLC (“LI Nashville”), Lung Institute Pittsburgh, PLLC (“LI Pittsburgh”), and Lung Institute Scottsdale, LLC (“LI Scottsdale”), as Variable Interest Entities (“VIEs”).
~~As of the merger, the consolidated results for H-CYTE include the following wholly-owned subsidiaries:~~ Additionally, H-CYTE Management, LLC ~~(formerly Blue Zone Health Management, LLC), Cognitive~~is the operator and manager of the various Lung Health Institute ~~LLC, and Lung Institute Tampa, LLC (formerly Blue Zone Lung Tampa, LLC). Additionally, H-CYTE has consolidated~~(LHI) clinics: LI Dallas, LI Nashville, LI Pittsburgh, and LI ~~Scottsdale,~~Scottsdale.
In 2019, the Company had two divisions: the healthcare medical biosciences division (“Biosciences division”) and the DenerveX medical device division (“DenerveX division”). In the first quarter of 2020, the Company decided to focus its available resources on the Biosciences division as ~~VIEs.~~it represents a significantly greater opportunity than the DenerveX division as explained below. The Company is no longer manufacturing or selling the DenerveX device but continues to explore possible opportunities to monetize such technology.
Healthcare Medical Biosciences Division (Biosciences division)

The Company’s ~~RMS~~Biosciences division is a ~~healthcare~~ medical biosciences company that develops and implements ~~advanced~~ innovative treatment options in regenerative medicine to treat an array of debilitating medical conditions. ~~In addition, the company is the operator and manager of the various Lung Health Institute clinics.~~ Committed to an individualized patient-centric approach, ~~RMS~~this division consistently provides oversight and management of the highest quality care while producing positive medical outcomes. RMS offices are located in Tampa, Florida. The Lung Health Institute located in Tampa, Florida is a wholly owned subsidiary of RMS. RMS also provides oversight and management to the Lung Health Institutes located in Nashville, TN, Scottsdale AZ, Pittsburgh, PA, and Dallas, TX.
On June 21, 2019, H-CYTE entered into an exclusive product supply agreement with Rion, LLC (“Rion”) to develop and distribute a ~~disruptive cytotherapy technology~~FDA approved therapy (known as L-CYTE-01) for chronic obstructive pulmonary disease (“COPD”), the fourth leading cause of death in the U.S. ~~This agreement provides for a 10-year exclusive and extendable supply agreement with Rion to enable H-CYTE to develop proprietary biologics. This will be managed through a new Rion division of H-CYTE.~~
Rion has established a novel technology to harness the healing power of the body. Rion’s ~~novel~~innovative exosome technology ~~based on science developed at Mayo Clinic,~~ provides an off-the-shelf platform to enhance healing in soft tissue, musculoskeletal, cardiovascular and neurological organ systems. This agreement provides for a ten-year exclusive and extendable supply agreement with Rion to enable H-CYTE to develop proprietary biologics.
On October 9, 2019, the Company entered into a services agreement with Rion which provides the Company the benefit of Rion’s resources and expertise for the limited purpose of (i) consulting with and assisting H-CYTE in the further research and development for the generation of a new cellular therapy (L-CYTE-01) and (ii) subsequently assisting H-CYTE in seeking and obtaining FDA Phase 1 investigational new drug (IND) clearance for L-CYTE-01. Rion also agrees to consult with H-CYTE in its arrangement for services from third parties unaffiliated with Rion to support research, development, regulatory approval, and commercialization of L-CYTE-01.

With ~~this agreement,~~these agreements, Rion will serve as the product supplier and ~~co-develop a proprietary cellular platform~~co-developer of L-CYTE-01 with H-CYTE for the treatment of ~~COPD, and~~chronic lung diseases. H-CYTE will control the commercial development and facilitate the clinical trial investigation. After conducting joint research and development of these biologics, H-CYTE intends to pursue submission of an ~~investigational new drug (IND)~~IND application for review by the ~~U.S. Food and Drug Administration (“FDA”)~~FDA for treatment of COPD.

~~The~~Proprietary Medical Device Business (DenerveX medical device division)
In the first quarter of 2020, the Company ~~is also in~~made the ~~business of designing~~decision to stop any further efforts to source alternative manufacturing and ~~marketing proprietary medical devices for commercial use in the United States and Europe. The Company received CE marking in June 2017~~distributor options or other product monetizing relationships for the DenerveX ~~System, and it is now commercially available throughout~~product. Although the ~~European Union and several other countries that accept CE marking. The Company’s first sale of~~Company believes the DenerveX ~~System occurred~~technology has value, the Company does not believe it will realize the value in ~~July 2017.~~the foreseeable future. The Company ~~is presently reevaluating its approaches to revenue generation including~~recorded an impairment charge for intangibles associated with the ~~continuing use~~DenerveX intellectual property and wrote off related inventory balances as of its distribution channels, source of manufacturing, and evaluating joint venture opportunities. In July 2019, the Company signed a new engineering feasibility proposal that would confirm a new sterilization process which would be a slightly less expensive option and expand the shelf life of DenerveX from six months to a minimum of one year and potentially up to three years. The longer shelf life will help the distributors reach more end-users as many hospital systems and medical practitioners will not purchase medical products with less than a one-year shelf life. The Company still considers the United States to be a target market and it remains the Company’s goal to seek FDA approval. The Company anticipates that it will do so once it is back in production and generating revenue through sales in Europe and other approved countries.
8
December 31, 2019.

Note 2 – Basis of presentation ~~and Summary of Significant Accounting Policies~~

Based on the terms of the APA, the former RMS members had voting control of the combined company as of the closing of the Merger. RMS is deemed to be the acquiring company for accounting purposes and the transaction is accounted for as a reverse acquisition under the acquisition method of accounting for business combinations in accordance with ~~accounting principles generally accepted in the United States (“~~U.S. ~~GAAP”).~~GAAP. The assets acquired and the liabilities assumed of RMS included as part of the purchase transaction are recorded at historical cost. Accordingly, the assets and liabilities of H-CYTE are recorded as of the ~~merger~~Merger closing date at their estimated fair ~~values (see Note 3).~~
The unaudited consolidated balance sheets, consolidated statements of operations, consolidated statements of stockholders’ equity (deficit), and the consolidated statements of cash flows do not reflect the historical financial information related to H-CYTE prior to the Merger as they only reflect the historical financial information related to RMS. For the unaudited consolidated statements of stockholders’ equity (deficit), the common stock, preferred stock, and additional paid in capital reflect the accounting for the stock received by the RMS members as of the Merger as if it was received at the beginning of the periods presented. The unaudited consolidated statements of stockholders’ equity (deficit) reflect the activity from June 30, 2019 to September 30, 2019 and December 31, 2018 to September 30, 2019. For the comparable period from December 31, 2017 to September 30, 2018, the only activity in the unaudited consolidated statement of stockholders’ equity (deficit) were the losses totaling approximately $1,035,251 and $2,295,173 for the three and nine months ended September 30, 2018, respectively.values.

The accompanying ~~unaudited~~interim consolidated financial statements have been prepared ~~in accordance with~~based upon U.S. ~~GAAP and with the rules and regulations of the~~ Securities and Exchange Commission ~~(“SEC”)~~rules that permit reduced disclosure for interim periods. ~~The unaudited consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements~~Therefore, they do not include all information and ~~in the opinion~~footnote disclosures necessary for a complete presentation of ~~management, reflect all adjustments necessary to present fairly~~ the Company’s financial position, results of operations and cash flows, in conformity with generally accepted accounting principles. The Company filed audited consolidated financial statements as of ~~September 30,~~and for the fiscal years ended December 31, 2019 and December 31, 2018 which included all information and ~~the~~notes necessary for such complete presentation in conjunction with its 2019 Annual Report on Form 10-K.
The results of operations for the ~~three and nine months~~interim period ended September 30, ~~2019 and 2018 and statements of cash flows for the nine months ended September 30, 2019 and 2018.~~
These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements, and notes thereto for the fiscal year ended December 31, 2018, included in the Company’s Annual Report on Form 10-K. The December 31, 2018 financial information included in the Company’s Annual Report on Form 10-K reflect the historical financial information of the H-CYTE business and do not include the RMS financial information. With the reverse merger, historical financial information for periods prior to the merger on January 8, 2019, presented in the comparative financial information included in the 2019 Form 10-Q, will only reflect the historical financial information related to RMS prior to the merger (see Note 3).
~~The results for the three and nine months ended September 30, 2019~~2020 are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ~~ending~~ended December 31, 2019, which are contained in the Company’s 2019 Annual Report on Form 10-K. For further discussion of the Company’s significant accounting policies, refer to Note 3 – “Basis Of Presentation And Summary of Significant Accounting Policies” to the consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
Certain reclassifications have been made to amounts previously reported and some disclosures for prior periods have been added to conform to the current period presentation.
Note 3 - Liquidity, Going Concern and Management’s Plans
The corona virus outbreak (COVID-19) has adversely affected the Company’s financial condition and results of operations. In the first quarter of 2020, the Company took steps to protect its vulnerable patient base (elderly patients suffering from chronic lung disease) by cancelling all treatments effective March 23, 2020 through mid-July 2020. The Company also made the decision in late March, to layoff approximately 40% of its employee base, including corporate and clinical employees, and to cease operations at the LHI clinics located in Tampa, Scottsdale, Pittsburgh, Nashville, and Dallas. The Company resumed operations in July at the Tampa and Nashville clinics, in August at the Scottsdale clinic, and in September at the Pittsburgh clinic. The Pittsburgh clinic re-opening was temporary in September as it ceased operations permanently at the end of October 2020. The Dallas clinic did not re-open and will be closed permanently.
The Company reported net income of approximately $3,950,000 and a net loss of approximately $4,899,000 for the three and nine months ended September 30, 2020, and a net loss of $2,624,000 and $11,616,000 for the three and nine months ended September 30, 2019, respectively. The Company has historically incurred losses from operations and expects to continue to generate negative cash flows as the Company’s revenue-generating activities were suspended until July. The consolidated financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) as applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company will incur losses until sufficient revenue is attained utilizing the infusion of capital resources to expand marketing and sales initiatives along with the development of a L-CYTE-01 protocol and taking that protocol through the FDA process. Due to COVID-19, the Company was unable to perform treatments from March 23, 2020 until July 2020. The Company contacted its patients that were scheduled to have treatments completed, both first time patients and recurring patients, and have rescheduled many of these patients now that the Company is operational. There is no guarantee that the Company will be able to continue to treat patients due to the coronavirus outbreak; as such, the Company cannot estimate if it will be safe to continue to treat patients and generate revenue. The Company’s third quarter 2020 revenue was approximately $650,000 compared to first quarter 2020 revenue of approximately $1,017,000. The Company’s future quarters’ revenue is dependent upon being able to continue to treat patients in the LHI clinics. The Company will continue to focus on its goal of taking the L-CYTE-01 protocol to the FDA for treatment of chronic lung diseases.
With the Company’s revenue-generating activities resuming during the third quarter at a significantly reduced volume, and the uncertainty around the COVID-19 outbreak, the Company will need to raise cash from debt and/or equity offerings to continue with its efforts to take the L-CYTE-01 protocol to the FDA for ~~any other interim period or~~treatment of chronic lung diseases. There can be no assurance that the Company will be successful in doing so.
Note Purchase Agreement
On April 17, 2020, and in subsequent April closings, the Company entered into a Secured Convertible Note and Warrant Purchase Agreement (the “April SPA”) with thirty three investors (the “Purchasers”) pursuant to which the Company received an aggregate of $2,842,695 in gross proceeds through the sale to the Purchasers of Secured Convertible Promissory Notes (the “April Secured Notes”) and warrants (the “April Warrants”) to purchase shares of common stock of the Company (the “April Offering”). The proceeds of the April Offering will be used for ~~any future year.~~working capital and general corporate purposes. The April Offering resulted in the issuance of April Secured Notes to Purchasers in an aggregate principal amount of $3,842,695. This sum included the issuance by the Company to the Investor of an April Secured Note in the amount of $1,000,000 to amend and supersede the A&R Note previously issued by the Company to the Investor on April 9, 2020. Additionally, in connection with the April Offering, the Company entered into an amendment with the Investor with respect to the outstanding 12% Senior Secured Convertible Note due September 30, 2020, which was originally issued in 2018 and assumed in the Merger and purchased by the Investor from its original holder, George Hawes, on March 27, 2020 (the “Hawes Note”). The Hawes Notes had a principal amount of $424,615 as of March 31, 2020 and December 31, 2019. The amendment to the Hawes Note, eliminated the requirement that the Company make monthly payments of accrued interest.
As part of the April Offering, the holders of certain existing warrants issued by the Company, which contained anti-dilution price protection, entered into agreements terminating all anti-dilution price protection in their warrants. The Company implemented a one-time reduction of the exercise price of such warrants to be equal to the price per share of preferred stock totaling $0.014 per share for the Qualified Financing. The Qualified Financing closed on September 11, 2020 triggering the reset of certain existing warrants to $0.014 per share and the conversion of the April Secured Notes plus accrued interest into 287,984,337 Preferred A shares. The Company also converted the Hawes notes plus accrued interest into 35,860,079 shares of Preferred A shares upon the closing of the Qualified Financing.
Short-term notes, related parties

~~Principles~~On March 27, 2020, the Company issued a demand note (the “Note”) in the principal amount of ~~Consolidation~~
~~U.S. GAAP requires that~~$500,000 to FWHC Bridge, LLC (the “Investor”) in exchange for a related entity be consolidated with a company when certain conditions exist. An entity is considered to be a VIE when it has equity investors who lack the characteristics of having a controlling financial interest, or its capital is insufficient to permit it to finance its activities without additional subordinated financial support. Consolidation of a VIEloan made by the ~~Parent would be required if it~~Investor in such amount to cover the Company’s working capital needs. Subsequently on April 9, 2020, in exchange for an additional loan of $500,000 made by the Investor to the Company, the Company amended and restated the Note to reflect a new principal amount of $1,000,000 (the “A&R Note”). The A&R Note bears simple interest at a rate of 12% per annum. The Investor is ~~determined that the Parent will absorb~~an affiliate of FWHC Holdings, LLC, a ~~majority~~pre-existing shareholder of the ~~VIE’s expected losses or residual returns if they occur, retain~~Company, which served as lead investor in the ~~power~~Company’s recent Series D Convertible Preferred Stock Offering. As discussed further above in “Note Purchase Agreement”, this A&R Note was further amended and superseded by an April Secured Note in the amount of $1,000,000 issued by the Company to ~~direct or control~~ the ~~VIE’s activities, or both.~~Investor. As explained above, the A&R Note was converted to Series A Preferred stock on September 11, 2020, the closing date of the Qualified Financing.

The ~~accompanying unaudited consolidated financial statements include the accounts of the parent, its wholly-owned subsidiaries, and its VIEs.~~
~~Accounts Receivable~~
~~Accounts receivable represent amounts due from customers for which revenue has been recognized. Generally,~~short-term notes with related parties were issued by the Company does not require collateral or any other security to support its receivables. Trade accounts receivable are stated net of an estimate made for doubtful accounts, if any. Management evaluates the adequacy of the allowance for doubtful accounts regularly to determine if any account balances will potentially be uncollectible. Customer account balances are considered past due or delinquent based on the contractual agreement with each customer. Accounts are written off when, in management’s judgment, they are considered uncollectible. At September 30,during 2019, and ~~December~~as of March 31, ~~2018, management believes no allowance is necessary. For the three and nine month periods ended September 30, 2019,~~2020 consisted of five loans totaling $1,635,000, made to the Company ~~recorded bad debt expense~~by Horne Management, LLC, controlled by Chief Executive Officer, William E. Horne for working capital purposes. The loans bore interest rates ranging from 5.5% to 12%, in some cases increasing to 15% if not paid by the respective maturity date ranging from March 26, 2020 to May 13, 2020. Some of ~~approximately $0 and $60,000, respectively.~~
~~Goodwill And Intangibles~~
~~Goodwill is recorded~~these loans provided for the issuance of warrants at fair value and not amortized but is reviewed for impairment at least annually or more frequently if impairment indicators arise. Goodwill is evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. If it is determined, based on qualitative factors, that the fair value is “more likely than not” less than the carrying amount or if significant changes related to the business have occurred that could materially impact fair value, a quantitative goodwill impairment test would be required. The Company can elect to forego the qualitative assessment and perform the quantitative test.
If the carrying amount exceeds its fair value, “Step 1” is performed to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any. This step compares the implied fair value of goodwill with the carrying amount of goodwill. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess.
~~The implied fair value of goodwill is determined by assigning the fair value to all the assets and liabilities of that unit (including any unrecognized intangible assets) as~~114% warrant coverage if the ~~reporting unit had been acquired in a business combination. The Company has elected~~loan was not repaid within two months. None of these loans were repaid and 840,000 warrants were issued at an exercise price of $0.75 per share. On April 23, 2020, Horne Management, LLC agreed to ~~perform the annual impairment assessment for goodwill in the fourth quarter.~~
Intangibles acquired in a business combination are recorded at fair value using generally accepted valuation methods appropriate for the type of intangible asset. Intangible assets with definite lives are amortized over the estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may be greater than fair value. The Company’s intangible assets are patents and related proprietary technology for the DenerveX System.
~~Leases~~
In February 2016, the Financial Accounting Standard Board (“FASB”) established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02 (as amended), which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than twelve months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statement of operations.
The Company has not entered into significant lease agreements in which it is the lessor. For the lease agreements in which the Company is lessee, under Topic 842, lessees are required to recognize a lease liability and right-of-use asset for all leases (with the exception of short-term leases) at the lease commencement date. Effective January 1, 2019, the Company adopted this guidance, applied the modified retrospective transition method and elected the transition option to use the effective date as the date of initial application. The Company recognized the cumulative effect of the transition adjustment on the consolidated balance sheet as of the effective date and did not provide any new lease disclosures for periods before the effective date. With respect to the practical expedients, the Company elected the package of transitional-related practical expedients and the practical expedient not to separate lease and non-lease components.
~~Other Receivables~~
Other receivables totaling approximately $34,000 at September 30, 2019 include receivables from the non-acquired Lung Institute, LLC due to Lung Institute Tampa, LLC for approximately $19,000, and approximately $9,000 reimbursement receivable for reimbursement of expenses from a joint study. The $19,000 receivable was a result of the Lung Institute, LLC being a transitory entity for Lung Institute Tampa, LLC while the merchant services accounts are being transferred.
~~Revenue Recognition~~
~~The Company recognizes revenue in accordance with U.S. GAAP as outlined in the FASB ASC 606,~~~~Revenue From Contracts with Customers~~, which requires that five steps be completed to determine when revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfies a performance obligation. The Company records revenue under ASC 606 when control is transferred to the customer, which is consistent with past practice. The adoption of this standard did not have a material impact on the consolidated financial statements.
~~Biomedical Services~~
H-CYTE wholly owns the Tampa, Florida Lung Health Institute (LHI) location and manages the other Lung Health Institute locations. The Lung Health Institute uses a standard pricing model for the types of cellular therapy treatments that is offered to its patients. The transaction price accounts for medical, surgical, facility, and office services rendered by LHI for consented procedures and is recorded as revenue. The company recognizes revenue when the terms of a contract with a patient are satisfied.
The Lung Health Institute locations offer two types of cellular therapy treatments to their patients. The first type of treatment includes medical services rendered typically over a two-day period in which the patient receives cellular therapy. For this treatment type, revenue is recognized in full at time of service. LHI also offers a four-day treatment in which medical services are rendered typically over a two-day period and then again, approximately three months later, medical services are rendered for an additional two days of treatment. Payment is collected in full for both service periods at the time the first treatment is rendered. Revenue is recognized when services are performed based onconvert the related professional, facility, and diagnostic services for each session of treatment. The Company has deferred recognition of revenue amounting to approximately $1,365,000 and $326,000 at September 30, 2019 and December 31, 2018, respectively.
~~Use of Estimates~~
In preparing the unaudited consolidated financial statements, U.S. GAAP requires disclosure regarding estimates and assumptions used by management that affect the amounts reported in financial statements and accompanying notes. The Company’s significant estimates include deferred revenue, the deferred income tax asset and the related valuation allowance, business acquisition accounting, the fair value of its warrant issuances and share-based payment arrangements.
~~For those estimates that are sensitive to the outcome of future events, actual results could differ from those estimates.~~
~~Stock-Based Compensation~~
~~The Company maintains a stock option incentive plan and accounts for stock-based compensation in accordance with ASC 718,~~~~Compensation - Stock Compensation~~. The Company recognizes share-based compensation expense, net of an estimated forfeiture rate, over the requisite service period of the award to employees and directors. As required by fair value provisions of share-based compensation, employee and non-employee share-based compensation expense recognized is calculated over the requisite service period of the awards and reduced for estimated forfeitures.
~~Income Taxes~~
From inception to September 30, 2019, the Company has incurred net losses and, therefore, has no current income tax liability. The net deferred tax asset generated by these losses is fully reserved as of September 30, 2019 and December 31, 2018, respectively, since it is currently likely that the benefit will not be realized in future periods.
As a result of the acquisition, the Company is required to file federal income tax returns and state income tax returns in the states of Arizona, Florida, Georgia, Minnesota, Pennsylvania, Tennessee, and Texas. There are no uncertain tax positions at September 30, 2019 or December 31, 2018. The Company has not undergone any tax examinations since inception.
~~Net Loss Per Share~~
Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common sharesnotes plus ~~dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are antidilutive due to the Company’s net losses.~~
For the periods presented, there is no difference between the basic and diluted net loss per share: 32,756,181 warrants and 517,509 common stock options outstanding were considered anti-dilutive and excluded for the three and nine month periods ended September 30, 2019. For the nine month period ended September 30, 2018, there were no dilutive securities as the accounting acquirer did not historically have stock compensation programs.
~~Note 3 – Business Acquisition~~
On January 8, 2019, MedoveX completed its business combination with RMS under which MedoveX purchased certain assets and assumed certain liabilities of RMS, otherwise referred to as the Merger. Pursuant to the terms of the APA, MedoveX issued to the shareholders of RMS 33,661 shares plus 6,111 additional Exchange Shares (based on closing the sale of $2 million of new securities) for a total of 39,772 shares of Series C Preferred Stock where each share of Series C Preferred stock which automatically convertedaccrued interest into ~~1,000~~(i) 4,368,278 shares of common stock ~~and represent approximately fifty-five percent (55%) of the outstanding voting shares of the Company.~~
Under the terms of the APA, the Company issued additional “Exchange Shares” to the shareholders of RMS to maintain the 55% ownership and not be diluted by the sale of convertible securities (“New Shares Sold”) until MedoveX raised an additional $5.65 million via the issuance of new securities. On the date of closing the Company issued 6,111 additional Exchange Shares to RMS Shareholders as a result of the issuance of additional securities, which are included in the 39,772 shares above. Subsequent to the closing of the purchase transaction, an incremental 11,153 additional Exchange Shares were issued, for a total of 17,264 additional Exchange Shares. All additional Exchange Shares have been issued to the shareholders of RMS and these Series C Preferred shares converted to 17,263,889 shares of common stock; no additional equity will be issued to RMS.
Because RMS shareholders owned approximately 55% of the voting stock of MedoveX after the transaction, RMS was deemed to be the acquiring company for accounting purposes (the “Acquirer”) and the transaction is accounted for as a reverse acquisition under the acquisition method of accounting for business combinations in accordance with U.S. GAAP. The assets acquired and the liabilities assumed of RMS included as part of the purchase transaction are recorded at historical cost. Accordingly, the assets and liabilities of MedoveX (the “Acquiree”) are recorded as of the Merger closing date at their estimated fair values.
Under the terms of the APA, MedoveX purchased certain assets and assumed certain liabilities of RMS. The assets of RMS reported on the MedoveX consolidated balance sheet as of December 31, 2018 that were excluded in the Merger on January 8, 2019 was cash of approximately $70,000. The Merger included the following: convertible debt to a related party of approximately $4,300,000, interest payable of approximately $158,000, accounts payable of approximately $224,000 and other current liabilities of approximately $285,000. Additionally, there were certain on-going litigation matters that were not assumed as part of the January 8, 2019 RMS reverse acquisition.
~~Purchase Price Allocation~~
The purchase price for the acquisition of the Acquiree has been allocated to the assets acquired and liabilities assumed based on their estimated fair values. The purchase price allocation herein is preliminary. The final purchase price allocation will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the allocation reflected as of September 30, 2019 presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could also materially change the portion of purchase price allocated to goodwill and could materially impact the operating results of the Company ~~following the acquisition due to differences in purchase price allocation and depreciation and amortization related to some of these assets and liabilities.~~
~~The acquisition-date fair value of the consideration transferred is as follows:~~
Common shares issued and outstanding 24,717,271
Common shares reserved for issuance upon conversion of the outstanding Series B Preferred Stock 2,312,500
Total Common shares 27,029,771
Closing price per share of MedoveX Common stock on January 8, 2019 $ 0.40
10,811,908
Fair value of outstanding warrants and options 2,220,000
Cash consideration to RMS (350,000 )
Total consideration $ 12,681,908
Just prior to the transaction, MedoveX had 24.5 million shares of common stock outstanding at a market capitalization of $9.8 million. The estimated fair value of the net assets of MedoveX was $8.4 million as of January 8, 2019. Measuring the fair value of the net assets to be received by RMS was readily determinable based upon the underlying nature of the net assets. The fair value of the MedoveX common stock is above the fair value of its net assets. The MedoveX net asset value is primarily comprised of definite-lived intangibles as of the closing and the RMS interest in the merger is significantly related to obtaining access to the public market. Therefore, the fair value of the MedoveX stock price and market capitalization as of the closing date is considered to be the best indicator of the fair value and, therefore, the estimated purchase price consideration. During the three months ended September 30, 2019 the Company revised its purchase price allocation for the acquisition. As a result, the Company recorded a measurement period adjustment of $1,215,677 as an increase to goodwill adjusting the amount recorded as of January 8, 2019. The adjustment resulted in a corresponding increase to a derivative liability (see Note 12).
~~The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition on January 8, 2019:~~
Cash $ (302,710 )
Accounts receivable 145,757
Inventory 131,455
Prepaid expenses 46,153
Property and equipment 30,393
Other 2,751
Intangibles 3,680,000
Goodwill 12,564,401
Total assets acquired $ 16,298,200
Accounts payable and other accrued liabilities 1,645,399
Derivative liability
1,215,677

Interest-bearing liabilities and other 755,216
Net assets acquired $ 12,681,908
Intangible assets are recorded as definite-lived assets and amortized over the estimated period of economic benefit. Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. Goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or when indications of impairment exist.
~~Total interest bearing and other liabilities assumed are as follows:~~
Notes payable $ 99,017
Short-term convertible notes payable 598,119
Dividend payable 57,813
Deferred rent 267
Total interest-bearing and other liabilities $ 755,216
Notes payable relate to promissory notes assumed by Acquiree in a 2015 acquisition, which was later divested in 2016, with the assumed promissory notes being retained by Acquiree. The Company finalized an eighteen-month extension on the notes extending the maturity date to March 1, 2021. Payments on both of the notes are due in aggregate monthly installments of approximately $5,800 and carry an interest rate of 5%. The promissory notes had outstanding balances of $95,000 as of September 30, 2019. The promissory notes had outstanding balances of approximately $99,000 plus accrued interest of approximately $3,000 at January 8, 2019 (see Note 11).
In the third quarter of 2018, convertible notes were issued pursuant to a securities purchase agreement with select accredited investors, whereby the Acquiree offered up to 1,000,000 units (the “Units”) at a purchase price of $50,000 per Unit. Each Unit consisted of (i) a 12% senior secured convertible note, initially convertible into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to the lesser of $0.40 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of equity and/or debt securities completed by the Company following this offering of Units, and (ii) a ~~three-year~~ten-year warrant to purchase ~~such~~up to an equivalent number of shares of the Company’s common stock ~~equal~~with such conversion to ~~one hundred percent (100%)~~be effective as of ~~the number of shares of common stock issuable upon conversion of the notes at $0.40. The warrants are exercisable at a~~April 17, 2020. This warrant has an exercise price equal to the ~~lesser~~price per share at which securities were offered to investors for purchase at the Qualified Financing totaling $0.014 and is exercisable beginning on the day immediately following the earlier to occur of ~~$0.75 or ninety percent (90%)~~(x) the closing of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of the debt and/or equity securities completed by the Company following the issuance of warrants. As a result of the price adjustment feature, the conversion price of the convertible notes was adjusted to $0.36 per share.Qualified Financing and (y) November 1, 2020. The Qualified Financing closed on September 11, 2020.

Rights Offering (Qualified Financing)
The Company established July 28, 2020 as the Record Date for purposes of establishing a date for the Company’s rights offering whereby each holder of the Company’s Common stock on the Record Date will be entitled to three subscription rights, each to purchase one share of Series A Preferred Stock.
As mentioned below, the Company entered into a standby purchase agreement with certain creditors who had previously purchased secured convertible notes and warrants, pursuant to which such creditors agreed (a) not to exercise any subscription rights they may receive as stockholders of the Company in the registered rights offering (described below) and (b) instead to purchase any Series A preferred stock corresponding to the unexercised rights in the rights offering up to an aggregate amount of approximately $2.8 million at the same subscription price. The amounts due under the standby purchase agreements became calculable and payable upon the expiration of the rights offering as set forth below.
On September 11, 2020, the registered rights offering (Registration No. 333-239629) of the Company expired. Pursuant to the rights offering, on September 24, 2020, the Company issued (i) 15,235,381 shares of its Series A preferred stock at a price of $0.014 per share to holders of its common stock who validly exercised their subscription rights prior to the expiration time and (ii) 203,049,643 shares of its Series A preferred stock to the standby purchasers as part of the standby commitment. The rights offering, including the standby component, resulted in gross proceeds to the Company of $3,055,985 excluding issuance costs of approximately $320,000. While the rights offering expired on September 11, 2020, it was not consummated until September 24, 2020 while logistical closing conditions including the calculation and clearance of funds were being processed.
In addition, on September 24, 2020, the ~~offering, the Acquiree sold~~Company issued an aggregate of ~~15 Units and issued~~323,844,416 shares of its Series A preferred stock to ~~investors an~~the holders of outstanding promissory notes in the aggregate ~~of $750,000 in~~ principal amount, accrued interest, and conversion of ~~convertible~~certain warrants totaling $5,487,869. The notes ~~and 1,875,000 warrants~~were converted pursuant to ~~purchase common stock, resulting~~mandatory conversion triggered by the completion of the rights offering. Such shares were issued under an exemption from registration in ~~total gross proceeds~~reliance on Section 3(a)(9) of ~~$750,000 to~~ the ~~Company. If converted at $0.40~~Securities Act. The original notes were issued in reliance on Section 4(a)(2) of the ~~convertible notes sold in the offering are convertible into an aggregate~~Securities Act.
The Company had cash on hand of ~~1,875,000 shares of common stock. Due to the notes maturing during the third quarter of 2019, the warrants have fully accreted~~approximately $3,437,000 as of September 30, ~~2019.~~2020 and $2,481,000, as of November 12, 2020. The ~~Acquiree recorded~~Company’s cash is insufficient to fund its operations over the ~~proceeds from the notes~~next year and the accompanying warrants, which accrete over the period the notes are outstanding, on a relative fair value basis of approximately $505,000 and $245,000, respectively. At acquisition date, the value of the notes was approximately $598,000.Company will need to raise additional capital through debt or equity offerings to continue operations.

There can be no assurance that the Company will be able to raise additional funds or that the terms and conditions of any future financings will be workable or acceptable to the Company or its shareholders. The ~~convertible notes had maturity dates between August~~Company will need to raise additional funds of which there can be no assurance and ~~September 2019~~if the Company is unable to fund its operations from existing cash on hand, operating cash flows, additional borrowings or raising equity capital, the Company may be forced to reduce expenses or discontinue operations. The interim consolidated financial statements do not include any adjustments relating to the recoverability and ~~were renegotiated during the third quarter~~classification of ~~2019 (see Note 11).~~
~~The following schedule represents~~recorded asset amounts or the amounts and classification of ~~revenue and net loss attributable~~liabilities that might be necessary should the Company be unable to ~~the MedoveX acquisition which have been included in the consolidated statements of operations for the periods subsequent to the acquisition date:~~
Three Months Ended Nine Months Ended
September 30, 2019 September 30, 2019
Revenues $ 28,405 $ 63,910
Net loss attributable to MedoveX (7,203 ) (1,956,705 )
The following unaudited pro forma financial information represents the consolidated financial information as if the acquisition had been included in the consolidated results beginning on the first day of the fiscal year prior to its acquisition date. The pro forma results have been calculated after adjusting the results of the acquired entity to remove any intercompany transactions and transaction costs incurred and to reflect any additional depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and intangible assets had been applied on the first day of the fiscal year prior to its acquisition date, together with the consequential tax effects. The pro forma results do not reflect any cost savings, operating synergies or revenue enhancements that the combined entities may achievecontinue as a result of the acquisition; the costs to combine the companies’ operations; or the costs necessary to achieve these cost savings, operating synergies or revenue enhancements. The pro forma results do not necessarily reflect the actual results of operations of the combined companies under the current ownership and operation.going concern.
For the Three Months Ended September 30, 2018
RMS MedoveX Pro Forma
Revenues $ 1,536,990 $ 206,159 $ 1,743,149
Net loss (1,035,251 ) (1,382,275 ) (2,417,526 )
Net loss attributable to common shareholders (1,035,251 ) (1,512,326 ) (2,547,577 )

Loss per share- basic and diluted $ (0.03 ) $ (0.06 ) $ (0.04 )
For the Nine Months Ended September 30, 2018
RMS MedoveX Pro Forma
Revenues $ 6,880,794 $ 598,773 $ 7,479,567
Net loss (2,295,173 ) (3,721,958 ) (6,017,131 )
Net loss attributable to common shareholders (2,295,173 ) (4,119,068 ) (6,414,241 )

Loss per share- basic and diluted $ (0.07 ) $ (0.18 ) $ (0.11 )
~~Note 4 - Inventory~~
Inventory consists only of finished goods and is valued at the lower of cost or net realizable value, using the first-in, first-out (FIFO) method. Inventories were acquired in the Merger and therefore there were no inventories prior to January 8, 2019.
~~Inventory consisted solely of the Pro-40 Generators totaling approximately $126,000 and $0 at September 30, 2019 and December 31, 2018, respectively.~~

Note 54 – ~~Right-of-use Asset And Lease Liability~~Business Acquisition

~~Upon adoption of ASU No. 2016-02 (as amended) (See Note 2), additional current~~On January 8, 2019, MedoveX completed its business combination with RMS under which MedoveX purchased certain assets and assumed certain liabilities of ~~approximately $475,000 and long-term liabilities of approximately $713,000 with corresponding ROU assets of approximately $1,167,000 were recognized, based on~~RMS, otherwise referred to as the ~~present value~~Merger. Pursuant to the terms of the ~~remaining minimum rental payments under~~APA, MedoveX issued to the shareholders of RMS 33,661 shares plus 6,111 additional Exchange Shares (based on closing the sale of $2,000,000 of new ~~leasing standards~~securities) for ~~existing operating leases.~~a total of 39,772 shares of Series C Preferred Stock where each share of Series C Preferred stock automatically converted into 1,000 shares of common stock and represent approximately 55% of the outstanding voting shares of the Company.

~~The unaudited consolidated balance sheet at September 30, 2019 reflects current lease liabilities~~Under the terms of ~~approximately $481,000~~the APA, the Company issued additional “Exchange Shares” to the shareholders of RMS to maintain the 55% ownership and ~~long-term liabilities~~not be diluted by the sale of ~~$396,000, with corresponding ROU assets~~convertible securities (“New Shares Sold”) until MedoveX raised an additional $5,650,000 via the issuance of ~~$859,000.~~
~~Operating lease expense and cash flows from operating leases for~~new securities. On the ~~three and nine months ending September 30, 2019 totaled approximately $140,000 and $389,000, respectively, and~~date of closing the Company issued 6,111 additional Exchange Shares to RMS Shareholders as a result of the issuance of additional securities, which are included in the ~~“Other general and administrative” section~~39,772 shares above. Subsequent to the closing of the ~~unaudited consolidated statement~~purchase transaction, an incremental 11,153 additional Exchange Shares were issued, for a total of ~~operations.~~17,264 additional Exchange Shares. All additional Exchange Shares have been issued to the shareholders of RMS and these Series C Preferred shares converted to 17,263,889 shares of common stock; no additional equity will be issued to RMS.
Because RMS shareholders owned approximately 55% of the voting stock of MedoveX after the transaction, RMS was deemed to be the acquiring company for accounting purposes (the “Acquirer”) and the transaction is accounted for as a reverse acquisition under the acquisition method of accounting for business combinations in accordance with U.S. GAAP. The assets acquired and the liabilities assumed of RMS included as part of the purchase transaction are recorded at historical cost. Accordingly, the assets and liabilities of MedoveX (the “Acquiree”) are recorded as of the Merger closing date at their estimated fair values.
Purchase Price Allocation

The ~~Company leases corporate office space in Tampa, FL~~purchase price for the acquisition of the Acquiree has been allocated to the assets acquired and ~~Atlanta, GA.~~ liabilities assumed based on their estimated fair values.
The ~~Company also leases medical clinic space in Tampa, FL, Nashville, TN, Scottsdale, AZ, Pittsburgh, PA,~~acquisition-date fair value of the consideration transferred is as follows:
Common shares issued and outstanding 24,717,270
Common shares reserved for issuance upon conversion of the outstanding Series B Preferred Stock 2,312,500
Total Common shares 27,029,770
Closing price per share of MedoveX Common stock on January 8, 2019 $ 0.40
10,811,908
Fair value of outstanding warrants and options 2,220,000
Cash consideration to RMS (350,000 )
Total consideration $ 12,681,908
Prior to the transaction, MedoveX had 24,500,000 shares of common stock outstanding at a market capitalization of $9,800,000. The estimated fair value of the net assets of MedoveX was $8,400,000 as of January 8, 2019. Measuring the fair value of the net assets to be received by RMS was readily determinable based upon the underlying nature of the net assets. The fair value of the MedoveX common stock was above the fair value of its net assets. The MedoveX net asset value was primarily comprised of definite-lived intangibles as of the closing and ~~Dallas, TX. The leasing arrangements contain various renewal options that are adjusted for increases~~the RMS interest in the ~~consumer~~merger is significantly related to obtaining access to the public market. Therefore, the fair value of the MedoveX stock price ~~index or agreed upon rates. Each location has its own expiration~~and market capitalization as of the closing date ~~ranging from April 30, 2020~~is considered to ~~August 31, 2023. The Company expects to renew each lease upon expiration in order to continue operations.~~be the best indicator of the fair value and, therefore, the purchase price consideration.

AsThe following table summarizes the fair values of ~~September 30,~~the assets acquired and liabilities assumed at the date of acquisition on January 8, 2019:
Cash $ (302,710 )
Accounts receivable 145,757
Inventory 131,455
Prepaid expenses 46,153
Property and equipment 30,393
Other 2,751
Intangibles 3,680,000
Goodwill 12,564,401
Total assets acquired $ 16,298,200
Accounts payable and other accrued liabilities 1,645,399
Derivative liability 1,215,677
Interest-bearing liabilities and other 755,216
Net assets acquired $ 12,681,908
Intangible assets are recorded as definite-lived assets and amortized over the estimated period of economic benefit. Intangible assets represent the fair value of patents and related proprietary technology for the DenerveX System. During the fourth quarter of 2019 the ~~undiscounted minimum future maturities~~Company recorded an impairment charge of ~~lease~~$2,944,000 related to the carrying value of its intangible assets.
Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired, and liabilities assumed. Goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or when indications of impairment exist. During the fourth quarter of 2019 the Company recorded an impairment charge of approximately $12,564,000 related to the carrying value of goodwill.
The derivative liability relates to the liability associated with warrants issued with the securities purchase agreements executed in May 2018, which liability was assumed in the Merger (see Note 12).
Total interest-bearing liabilities and other liabilities assumed are as follows:

Remainder of 2019 $ 138,000
2020 482,000
2021 155,000
2022 103,000
2023 69,000
$ 947,000
Notes payable $ 99,017
Short-term convertible notes payable 598,119
Dividend payable 57,813
Deferred rent 267
Total interest-bearing and other liabilities $ 755,216
For further discussion of the notes payable and short-term convertible notes payable, refer to Note 11- “Short-term Debt” to these interim financial statements.
Note 5 – Right-of-use Asset And Lease Liability
On January 9, 2019, the Company adopted ASU No. 2016-02 (as amended), and additional current liabilities of approximately $475,000 and long-term liabilities of approximately $713,000 with corresponding ROU assets of approximately $1,167,000 were recognized, based on the present value of the remaining minimum rental payments under the new leasing standards for existing operating leases.
Operating lease expense and cash flows from operating leases for the three and nine months ending September 30, 2020 totaled approximately $140,000 and $442,000, respectively. Operating lease expense and cash flows from operating leases for the three and nine months ending September 30, 2019 totaled approximately $147,000 and $422,000, respectively. Operating lease expense is included in the “Other general and administrative” section of the unaudited consolidated statement of operations.
Supplemental balance sheet and other information related to operating leases are as follows:
September 30, 2020 December 31, 2019

Operating leases right-of-use assets $ 373,121 $ 738,453
Lease liability, current portion 247,552 453,734
Lease liability, net of current portion 143,258 302,175
Total operating lease liabilities $ 390,810 $ 755,909
Weighted average remaining lease term 1.67 years 2.25 years
Weighted average discount rate 7.75 % 7.75 %
Future maturities of operating lease liabilities as of September 30, 2020 are as follows:
Operating leases

Remainder of 2020 $ 116,000
2021 221,000
2022 103,000
2023 69,000
Total lease payments 509,000
Less: Interest (118,190 )
Total lease liability $ 390,810
The Company leases corporate office space in Tampa, FL and Atlanta, GA. The Company also leases medical clinic space in Tampa, FL, Nashville, TN, Scottsdale, AZ, Pittsburgh, PA, and Dallas, TX. The leasing arrangements contain various renewal options that are adjusted for increases in the consumer price index or agreed upon rates. The Dallas, TX lease expired on July 31, 2020 and the Pittsburgh, PA lease is set to expire on October 31, 2020. The other locations have various expiration dates through August 31, 2023.

Note 6 - Property And Equipment

Property and equipment, net, consists of the following:

Useful Life September 30, 2019 December 31, 2018 Useful Life September 30, 2020 December 31, 2019
Furniture and fixtures 5-7 years $ 147,870 $ 149,285 5-7 years $                  231,222 $ 231,222
Computers and software 3-7 years 361,986 278,234 3-7 years 246,323 244,039
Leasehold improvements 15 years 157,107 156,133 15 years 157,107 157,107
666,963 583,652 634,652 632,368
Less accumulated depreciation (431,738 ) (316,736 )
Less: accumulated depreciation (482,111 ) (412,665 )

Total $ 235,225 $ 266,916 $ 152,541 $ 219,703
Depreciation expense was approximately ~~$28,000~~$30,000 and ~~$80,000, respectively,~~$69,000 for the three and nine months ended September 30, ~~2019.~~2020. Depreciation expense was approximately ~~$35,000~~$28,000 and ~~$84,000, respectively,~~$80,000 for the three and nine months ended September 30, ~~2018~~.2019, respectively. The Company uses the straight-line depreciation method to calculate depreciation expense.

Note 7 - Intangible Assets And Goodwill

~~As of September 30, 2019,~~The Company’s intangible assets ~~acquired~~are patents and related proprietary technology for the DenerveX System for which an impairment charge was made in the fourth quarter of 2019 writing off this asset as ~~part~~ of ~~the Merger, net of accumulated amortization of $552,000, totaled approximately $3,128,000. Amortization expense was $184,000 and $552,000 for~~December 31, 2019.
For the three and nine months ended September 30, ~~2019.~~2020, there was no amortization expense. For the three and nine months ended September 30, 2019, total amortization expense related to acquisition-related intangible assets was $184,000 and $552,000, respectively, and is included in operating expense in the accompanying consolidated statements of operations.

~~The following is a schedule~~Goodwill represents the excess of ~~expected future amortization~~purchase price over fair value of net identified tangible and intangible assets and liabilities acquired in the Merger. As of December 31, 2019, the Company’s goodwill balance was determined to be impaired as of ~~September 30, 2019:~~the balance sheet date and as a result, the Company recorded a goodwill impairment charge writing off the goodwill balance.
Remainder of 2019 $ 184,000
2020 736,000
2021 736,000
2022 736,000
2023 736,000
Total $ 3,128,000

Note 8 – Related Party Transactions

Consulting Expense

~~The~~Effective February 1, 2019, the Company entered into an oral consulting agreement with Mr. Raymond Monteleone, Board Member and Chairman of the Audit Committee, in which Mr. Monteleone ~~receives~~received $10,000 per month for advisory services and $5,000 per quarter as Audit Committee Chair in addition to regular quarterly board meeting fees. ~~This arrangement has no specified termination date.~~Effective March 25, 2020, the Company reduced the advisory services to $5,000 per month and the fees per quarter as the Audit Committee Chair to $2,500. For the three and nine months ended September 30, 2020, the Company expensed approximately $17,500, and $65,000 in compensation to Mr. Monteleone, respectively. For the three months and nine months ended September 30, 2019, the Company ~~has~~ expensed approximately $35,000 and $90,000 in compensation to Mr. Monteleone, respectively.

The Company entered into an oral consulting arrangement with St. Louis Family Office, LLC, controlled by Jimmy St. Louis, former CEO of RMS, in January 2019 in the amount of $10,000 per month plus benefits reimbursement for advisory services. The Company terminated this agreement effective June 30, 2019. For the three and nine months ended September 30, 2020, the Company had no consulting fees expense for St. Louis Family Office. For the three and nine months ended September 30, 2019, the Company expensed approximately $0 and $71,000 respectively in consulting fees to St. Louis Family Office.
The Company entered into a consulting agreement with Strategos Public Affairs, LLC (Strategos) on February 15, 2019 for a period of twelve months, unless otherwise terminated by giving thirty days prior written notice. A close family member of the Company’s CEO is a partner in Strategos. The monthly fee started at $4,500 and increased to approximately $7,500 per month. Strategos provided information to key policymakers in the legislature and executive branches of government on the benefits of the cellular therapies offered by LHI, advocated for legislation that supports policies beneficial to patient access and opposed any legislation that negatively impacts the Company’s ability to expand treatment opportunities, and position the Company and its related entities as the expert for information and testimony. The Company terminated this agreement in March 2020. For the three and nine months ended September 30, 2020, the Company expensed approximately $0 and $15,000, respectively. For the three and nine months ended September 30, 2019, the Company expensed approximately $23,000 and $49,000, respectively.
16
Officers and Board ~~Member~~Members and Related Expenses

In connection with the April Offering, the Company’s CEO, William Horne, entered into an amendment letter to his employment agreement which provides that his salary will be reduced to $0 per month. This agreement was amended on July 29, 2020 to provide that Mr. Horne will receive a monthly base salary of $12,500 effective on June 1, 2020 and that his base salary will increase to $20,833 per month upon the first day of the month when the Company completes a Qualified Financing. Mr. Horne agreed to continue to defer the $108,000 in base salary deferred by him in 2018 (the “Deferred Salary”) until such time as there is a positive cash flow to meet the Company’s financial obligations and then the Company and Mr. Horne will work together in good faith to negotiate a payment plan for such Deferred Salary. On September 29, 2020, Mr. William Horne resigned as the Company’s Chief Executive Officer and President but will remain Chairman of the Board of Directors.
For the three and nine months ended September 30, 2020, the Company paid no Board of Director fees to Michael Yurkowsky or to Raymond Monteleone. For the three and nine months ended September 30, 2019, the Company paid $0 and ~~$5,000 each for~~$10,000, respectively, in Board of Director fees to Michael Yurkowsky and to Raymond ~~Monteleone for a total of $0 and $10,000, respectively.~~Monteleone.

Debt and Other Obligations

The Company had various related party transactions in 2018. For the period of January 1, 2018 to March 13, 2018, the Company received $528,175 from one of its shareholders (RMS members) and $228,175 from its CEO (RMS CEO) as part of a line of credit that was established in 2017. On March 13, 2018, the entire $1,856,350 line of credit received from the Member and the CEO, including contributions from 2017, was transferred to the BioCell Capital, LLC debt instrument, (“BioCell Capital Line of Credit”).
~~The BioCell Capital Line of Credit also consisted of capital contributions from~~short-term notes, related parties ~~totaling approximately $4,306,000, inclusive of the aforementioned $1,856,300, to RMS~~are detailed in ~~2018. The BioCell Capital Line of Credit was converted to RMS members’ equity~~Note 3 - “Liquidity, Going Concern and ~~was excluded from the APA on January 8, 2019.~~
~~The Company also received a short-term advance from one of its shareholders (RMS members), who was also the CEO of H-CYTE,~~Management’s Plans” in the amount of $180,000 in December 2018 for working capital needs. Approximately $66,000 of the advance was repaid in January 2019 and approximately $114,000 was converted to equity as part of the APA on January 8, 2019.this Form 10-Q.
Horne Management, LLC, controlled by Chief Executive Officer, William E. Horne, advanced funds for operations totaling $900,000 on July 25, 2019. These loans accrue interest at 5.5% and are due and payable upon demand of the creditor.
~~In addition, Horne Management, LLC loaned H-CYTE $350,000 on September 26, 2019, for working capital purposes. The terms of the loan as follows:~~
● ~~12% interest rate with a maturity date of March 26, 2020.~~
● If the Company does not pay back the principal and interest by November 26, 2019, the Company shall issue to Lender a three-year warrant to purchase 400,000 shares of the Company’s common stock with a purchase price of $0.75 per share.
● ~~If the Company is unable to pay the loan as of March 26, 2020, the interest rate increases to 15%.~~

Note 9 - Equity Transactions

For the consolidated ~~statements~~statement of stockholders’ ~~equity (deficit)~~deficit as of ~~December 31, 2018,~~January 1, 2019, the common stock, preferred stock and additional paid in capital reflect the accounting for the stock received by the RMS members as of the Merger as if it was received as of ~~the beginning of the periods presented~~that date and the historical accumulated deficit of RMS. As of the closing of the Merger, before the contingent additional exchange shares impact from the sale of new securities, the stock received by RMS was 33,661 shares of Series C Preferred Stock, which was later converted into approximately 33,661,000 shares of common stock, with common stock par value of approximately $33,700 and additional paid-in capital of approximately $3,566,000. The historical accumulated deficit and non-controlling interest of RMS as of the closing was approximately ~~$9,296,000.~~$9,296,000 and $370,000, respectively.

Common Stock Issuance

On January 8, 2019, the Company entered into a securities purchase agreement (the “SPA”) with four purchasers (the “Purchasers”) pursuant to which the four Purchasers invested in the Company an aggregate amount of $2,000,000, with $1,800,000 in cash and $200,000 by cancellation of debt as explained below, in exchange for forty ~~(40)~~ units (the “Units”), each consisting of a convertible note (the “Convertible Note”) with the principal amount of $50,000 and a warrant (the “Warrant”) to purchase common stock (the “common stock”) of the Company at a purchase price of ~~$.075~~$0.75 per share. Pursuant to this SPA, the Company initially offered a minimum of $1,000,000 and a maximum of $6,000,000 Units, and subsequently increased the maximum amount to $8,000,000 (the “Maximum Amount”) of Units at a price of $50,000 per Unit until the earlier of i) the closingFor further discussion of the ~~subscription of the Maximum Amount and ii) March 31, 2019 (the “Termination Date”), subject~~SPA, refer to Note 9 - “Equity Transactions” to the ~~Company’s earlier termination at its discretion. The SPA includes the customary representations and warranties from the Company and purchasers. Steve Gorlin,~~consolidated financial statements in the Company’s ~~former Chairman of the Board, converted a $200,000 promissory note owed to him~~2019 Annual Report on Form 10-K is incorporated by the Company in exchange for four (4) Units on the same terms as all other Purchasers. Mr. Gorlin subsequently converted the promissory note underlying the Units into an aggregate of 500,000 shares of common stock, eliminating the Company’s debt obligation.reference herein.

Each Convertible Note had an interest rate of 12% per annum, a principal amount of $50,000 maturity date of January 8, 2020, and will be convertible into shares of common stock at a price of $0.40 subject to adjustment as provided for in the Convertible Note. Pursuant to the terms of the Convertible Note, each holder of the Convertible Note shall not own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of common stock issuable upon exercise of such Convertible Note. If defaulted, the penalty interest rate of the Convertible Note shall rise to 18% per annum. In addition, each Warrant is exercisable at a price of $0.75 per share (the “Exercise Price”), subject to adjustments stated therein. The holder of each Warrant may purchase the number of shares of common stock equal to the number of shares of common stock issuable upon conversion of each Convertible Note while the Warrant is exercisable. The Warrants have a term of three years and shall be exercised in cash or on a cashless basis as described in the Warrant agreement. All Convertible Notes have been converted into an aggregate of 18,000,000 shares of common stock.
~~As reported on Form 8-K filings on January 25, 2019, February 8, 2019, March 15, 2019 and April 5, 2019, the~~ Company entered into other SPA’s with additional purchasers, which brought the aggregate amount of capital raised in all these offerings to ~~$7,200,000,~~$7,000,000, as of ~~that latest date.~~April 5, 2019, excluding the shares issued for conversion of short-term debt, discussed below.

As a result of the sales of new securities of at least $5,650,000, the Company issued an additional 17,264 Series C Preferred Stock ~~which~~to RMS members in accordance with the provisions of the APA in the first quarter of 2019. These shares automatically converted to 17,263,889 shares of common stock.
All the Convertible Notes from the SPA, as well as the shares of Series C Preferred Stock issued to RMS members, were automatically converted into shares of common ~~stock.~~
~~The foregoing description of the SPA, Convertible Note, and Warrant is qualified in its entirety by reference to the respective agreements.~~stock at closing on January 8, 2019.

In February 2019, 250,000 shares of common stock were issued pursuant to conversion of short-term debt and accrued interest.

In March 2019, the Company issued an aggregate of 130,085 shares of common stock at $0.40 per share for consulting fees in an amount equivalent to ~~$52,034.~~
On April 25, 2019, the Company issued 4,225,634 shares of common stock valued at $0.40 per share to Mr. William E. Horne, the Company’s CEO, in a restricted stock award which was 100% vested when issued. The Company recognized approximately $1,690,000 of compensation expense in the quarter ended June 30, 2019 related to the restricted stock award. This restricted stock award was issued pursuant to his employment agreement with the Company, which stated that this restricted stock award (as well as the incentive stock options issued in the quarter ended March 31, 2019) would be fully vested if not issued within fifteen days of the Merger. Neither award was issued within that time frame and both awards became fully vested when issued. The aggregate number of shares of common stock from these two awards is 4,475,634 and was calculated based on 7% of the Company’s issued and outstanding common stock as of the closing of the Merger.
During the third quarter of 2019, the Company raised $100,000 by selling 200,000 shares of common stock at $0.50 per share. They also issued the investors 100,000 warrants with an exercise price of $1.00 per share.
$52,033. In ~~the third quarter of~~August 2019, the Company issued 150,000 shares of common stock to ~~a consultant~~consultants in consideration of consulting services rendered to the Company. At the time of issuance, the fair market value of the shares was $0.29, and, as a result, $43,500 was expensed for the year ending December 31, 2019.
In February 2020, the Company issued LilyCon Investments $35,000 in shares of the ~~three and nine months ended September 30,~~Company’s common stock at a weighted average share price of $0.32 per share for a total of 109,375 shares per the terms of the consulting agreement executed in February 2019.

~~During~~On April 23, 2020, Horne Management, LLC agreed to convert the ~~nine months ended~~related notes plus accrued interest into (i) 4,368,278 shares of common stock of the Company and (ii) a ten-year warrant to purchase up to an equivalent number of shares of the Company’s common stock with such conversion to be effective as of April 17, 2020. This warrant will have an exercise price equal to the price per share at which securities were offered to investors for purchase at the Qualified Financing, which was $0.014, and is exercisable beginning on the day immediately following the closing of the Qualified Financing. The relative fair value allocation between common stock and warrants for the Horne Management, LLC notes is approximately $218,000 to common stock and approximately $199,000 to warrants.
On July 28, 2020, the Company issued an aggregate of 17,893,076 shares of its common stock upon the conversion of all of its issued and outstanding Series B and Series D Preferred Stock (the “Preferred Stock”) and accumulated dividends. The Preferred Stock was converted pursuant to a mandatory conversion triggered by the majority holder of the Series D Preferred Stock as set forth in the Certificate of Designations for the Series D Preferred Stock.
On July 29, 2020, the Company filed its Second Amended and Restated Certificate of Incorporation (the “Amended COI”). The Amended COI provides for the issuance of up 1,600,000,000 shares of Common Stock and 1,000,000,000 shares of Preferred Stock, of which 800,000,000 shares are designated as Series A Preferred Stock and eliminates the previously authorized classes of preferred stock. The Amended COI also delineates the rights of the Series A Preferred Stock.
Series A Preferred Stock
On September ~~30, 2019, 636,480~~11, 2020, the registered rights offering (Registration No. 333-239629) of the Company expired. Pursuant to the rights offering, on September 24, 2020, the Company issued (i) 15,235,381 shares of its Series A preferred stock at a price of $0.014 per share to holders of its common stock who validly exercised their subscription rights prior to the expiration time and (ii) 203,049,643 shares of its Series A preferred stock to the standby purchasers as part of the standby commitment. The rights offering, including the standby component, resulted in gross proceeds to the Company of $3,055,985. While the rights offering expired on September 11, 2020, it was not consummated until September 24, 2020 while logistical closing conditions including the calculation and clearance of funds were being processed.
In addition, on September 24, 2020, the Company issued an aggregate of 323,844,416 shares of its Series A preferred stock to the holders of outstanding promissory notes in the aggregate principal amount, accrued interest, and conversion of certain warrants totaling $5,487,869. The notes were converted pursuant to mandatory conversion triggered by the completion of the rights offering. Such shares were issued ~~pursuant to conversions~~under an exemption from registration in reliance on Section 3(a)(9) of ~~some~~the Securities Act. The original notes were issued in reliance on Section 4(a)(2) of ~~our~~the Securities Act.
Voting Rights
Holders of Series ~~B Convertible~~A Preferred Stock (“Series A Holders”) have the right to receive notice of any meeting of holders of common stock or Series A Preferred Stock ~~B Preferred”)~~ and ~~accrued dividends thereunder.~~to vote upon any matter submitted to a vote of the holders of common stock or Series A Preferred Stock. Each Series A Holder shall vote on each matter submitted to them with the holders of common stock.
Conversion
Series A Preferred Stock converts to common stock at a 1:1 ratio immediately upon request of the Series A Holder.
Liquidation
Series A Preferred Stock does not have preferential treatment over common stock shareholders if the Company liquidates or dissolves.

Series B Preferred Stock ~~Preferences~~

Voting Rights

Holders of ~~our~~ Series B Preferred Stock (“Series B Holders”) have the right to receive notice of any meeting of holders of common stock or Series B Preferred Stock and to vote upon any matter submitted to a vote of the holders of common stock or Series B Preferred Stock. Each Series B Holder shall vote on each matter submitted to them with the holders of common stock.

Liquidation

Upon the liquidation ~~dissolution~~ or ~~winding up~~dissolution of the business of the Company, whether voluntary or involuntary, each Series B Holder shall be entitled to receive, for each share thereof, out of assets of the Company legally available therefore, a preferential amount in cash equal to the stated value plus all accrued and unpaid dividends. All preferential amounts to be paid to the Series B Holders in connection with such liquidation, dissolution or winding up shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of the ~~Company’s~~Company to the holders of the Company’s common ~~stock.~~stock but after the Series D Holders receive their respective liquidation value. The Company accrues these dividends as they are earned each period.
On January 8, 2019, the Company completed the issuance of Convertible Notes with a conversion price of $0.40. As a result, the exercise price on all of the warrants issued with the Series B Preferred Stock was adjusted downward to ~~90% of that conversion price, or~~ $0.36.

~~The~~In the first quarter of 2019, the Company recognized a beneficial conversion feature related to the Series B Preferred Stock of approximately $33,000, which was credited to additional paid-in capital, and reduced the income available to common shareholders. ~~Because~~Since the Series B Preferred Stock can immediately be converted by the holder, the beneficial conversion feature was immediately accreted and recognized as a deemed dividend to the preferred shareholders.

Series B preferred Stock Conversions and Repurchase

During the ~~nine months~~year ended ~~September 30,~~December 31, 2019, 9,250 shares of Series B Preferred Stock, par value $0.001, and accrued dividends were assumed with the Merger and an aggregate of ~~2,250~~2,650 shares of Series B Preferred Stock, and accrued dividends, were subsequently converted into an aggregate of ~~604,167~~715,279 shares of the Company’s common stock.
On July 28, 2020, the Company issued an aggregate of 2,119,713 shares of its common stock upon the conversion of all of its issued and outstanding Series B Preferred Stock (the “Preferred B Stock”). The Preferred B Stock was converted pursuant to a mandatory conversion triggered by the majority holder of the Preferred B Stock as set forth in the Certificate of Designations for the Preferred B Stock.

Debt Conversion

Convertible Notes and Promissory Note to Related Party

The $750,000 convertible notes payable assumed in the Merger had a fair value of approximately $598,000 on the acquisition date. Subsequently, on February 6, 2019, $100,000 of the outstanding Convertible Notes was converted into an aggregate of 250,000 shares of common stock, eliminating $100,000 of the Company’s debt obligation. The debt was converted into shares of common stock at $0.40 per share, in accordance with the SPA. See more details in Note 11 – Short-term Debt.

~~In connection with the APA, on January 8, 2019, Steve Gorlin, the Company’s former Chairman of the Board, converted a $200,000 promissory note owed to him by~~
On September 24, 2020, the Company ~~pursuant to the same terms of the SPA entered into by other investors to consummate the acquisition on January 8, 2019. The promissory note was converted into~~issued an aggregate of ~~500,000~~323,844,416 Preferred A shares to holders of ~~common stock, eliminating~~outstanding promissory notes in the ~~Company’s debt obligation.~~aggregate principal amount, accrued interest, and conversion of certain warrants totaling $5,487,869. The notes were converted pursuant to a mandatory conversion feature triggered by the closing of a Qualified Financing. (See footnote 11)
Stock-Based Compensation Plan
~~2013Stock Option Incentive Plan~~

The Company utilizes the Black-Scholes valuation method to recognize stock-based compensation expense over the vesting period. The expected life represents the period that the stock-based compensation awards are expected to be outstanding.
Including the expense of approximately $1,690,000 related to the restricted stock award to the Company’s CEO, total stock-based compensation expense for the three and nine months ended September 30, 2019 was approximately $1,473 and $1,786,500, respectively. The nine months ended September 30, 2019 includes $1,690,000 of compensation expense related to the Company’s CEO restricted stock award which was 100% vested when issued. This restricted stock award was issued pursuant to his employment agreement with the Company, which stated that this option grant would be fully vested if not issued within fifteen days of the reverse merger transaction. The restricted stock award was not issued within that time frame and was fully vested when issued.
Stock Option Activity

For the three and nine months ended September 30, 2020, the Company recognized approximately $0 and $1,000, respectively, as compensation expense with respect to vested stock options. For the three and nine months ended September 30, 2019, the Company recognized approximately $1,500 and $94,000, respectively, as compensation expense with respect to vested stock options. ~~No compensation expense was recorded prior to the Merger.~~ Since these stock options were assumed on January 8, 2019 as part of the Merger, there were no historical costs related to this prior to January 8, 2019. The expense for the nine months ended September 30, 2019 is primarily related to ~~a fully-vested~~an option to purchase 250,000 shares of the Company’s common stock that was issued to the Company’s CEO pursuant to his employment ~~agreement, which stated that this option grant would be fully~~agreement. These options were immediately vested ~~if it was not issued within fifteen days of the Merger. The option was not granted within that time frame and was fully vested when issued.~~
upon issuance.
As of September 30, ~~2019, there were 9,501 shares of unvested~~2020, all outstanding stock options were fully vested, and ~~unrecognized~~related compensation expense ~~totaled approximately $2,400. The remaining expense will be recognized as an expense on a straight-line basis over a remaining weighted average service period.~~recognized.

The following is a summary of stock option activity for the nine months ending September 30, ~~2019:~~2019 and September 30, 2020:

Shares Weighted
Average
Exercise
Price Weighted
Average
Remaining
Term
(Years) Shares
Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Term (Years)

Outstanding at December 31, 2018 — $ — — — — —

Assumed with the RMS merger transaction 557,282 $ 2.78 6.06 557,282 $ 2.78 6.06
Other activity since January 8, 2019:
Granted 250,000 $ 0.40 9.27 250,000 0.40 9.27
Cancelled (289,774 ) $ 2.46 —
Expired/Cancelled (289,774 ) 2.46 —
Outstanding at September 30, 2019 517,508 $ 1.81 7.62 517,508 $ 1.81 7.62
Exercisable at September 30, 2019 508,007 $ 1.81 7.62 508,007 $ 1.81 7.62

Outstanding at December 31, 2019 425,000 $ 1.38 7.71
Granted — — —
Expired/Cancelled (15,000 ) 1.35 —
Outstanding and exercisable at September 30, 2020 410,000 $ 1.39 6.98

Non-Controlling Interest
For the nine months ended September 30, 2020 and 2019, the Company consolidated the results for LI Dallas, LI Nashville, LI Pittsburgh and LI Scottsdale as VIEs. The Company owns no portion of any of these four entities which own their respective clinics; however, the Company maintains control through their management role for each of the clinics, in accordance with each clinic’s respective management agreement. Based on these agreements, the Company (RMS and RMS Management and now H-CYTE) has the responsibility to run and make decisions on behalf of the clinics, except for medical care and procedures. Beginning in January 2018, the Company adopted the policy for all of the VIEs that the management fee charged by the Company would equal the amount of net income from each VIE on a monthly basis, bringing the amount of the net income each month for each VIE to a net of zero. Due to this change in policy, there was no change in the non-controlling interest for the nine months ended September 30, 2020 or 2019 related to the net income (loss) as it was $0 each month through the management fee charged by the Company.
Net Loss Per Share
Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are antidilutive due to the Company’s net losses.
For the three months ended September 30, 2020, the dilutive securities result from the potential conversion of outstanding Series A Preferred Shares and warrants of approximately 547,274,650 shares of common stock to be issued upon conversion of certain warrants and Series A Preferred. For the nine month period ended September 30, 2020, there is no difference between the basic and diluted net loss per share: 413,131,562 warrants and 410,000 common stock options outstanding were considered anti-dilutive and excluded. For the three and nine month periods ended September 30, 2019, there is no difference between the basic and diluted net loss per share: 32,756,180 warrants and 517,508 common stock options outstanding were considered anti-dilutive and were excluded.
Note 10 – Commitments & Contingencies

~~Biotechnology Agreement~~
On June 21, 2019, the Company entered into a 10-year exclusive and extendable product supply agreement with Rion that will enhance its existing cytotherapy product line, developing a disruptive technology for COPD, the fourth leading cause of death in the U.S. Rion has established a unique exosome technology to harness the healing power of the body. Rion’s novel exosome technology, based on science developed at Mayo Clinic, provides an off-the-shelf platform to enhance healing in soft tissue, musculoskeletal, cardiovascular and neurological organ systems. With this agreement, Rion will serve as the product supplier and will co-develop a proprietary cellular platform with H-CYTE for the treatment of COPD. H-CYTE will control the commercial development and facilitate clinical trial investigation. After conducting joint research and development of these biologics, H-CYTE intends to pursue submission of an investigational new drug (IND) application for review by the FDA for treatment of COPD.
~~Sublease Agreement~~
The Company entered into a sub-lease agreement for the lease in Alpharetta, Georgia. The period of the lease is from July 1, 2019 to December 31, 2020 and sublessee shall pay to sublessor a minimum rent, of $2,000 per month recognized by the Company as rental income.
~~Consulting Agreements~~
The Company has reached a new agreement with Jesse Crowne, a former Director and Co-Chairman of the Board of the Company, to provide business development consulting services for a fee of $5,000 per month. The Company incurred expense of approximately $10,000 and $50,000, for the three and nine months ended September 30, 2019, respectively, related to this consulting agreement. Since this agreement was assumed on January 8, 2019 as part of the Merger, there were no historical costs related to this prior to January 8, 2019.
The Company entered into a consulting agreement with LilyCon Investments, LLC effective February 1, 2019 for services related to evaluation and negotiation of future acquisitions, joint ventures, and site evaluations/lease considerations. The duration of the consulting agreement is for a period of twelve months in the amount of $12,500 per month with a $15,000 signing bonus which was paid in full during the quarter ending March 31, 2019. The agreement also provides LilyCon Investments with $35,000 in stock (to be calculated using an annual Variable Weighted Average Price from February 2019 through January 2020) to be granted on the one-year anniversary of this agreement, if the agreement has not been terminated prior to that date. Either party may terminate this agreement with or without cause upon 30 days written notice. For the three and nine months ended September 30, 2019, the Company expensed a total of $37,500 and $115,000 in compensation to LilyCon Investments, respectively.
The Company entered into an oral consulting arrangement with St. Louis Family Office, LLC, controlled by Jimmy St. Louis, former CEO of RMS, in January 2019 in the amount of $10,000 per month plus benefits reimbursement for advisory services. The Company terminated this agreement effective June 30, 2019. For the three and nine months ended September 30, 2019, the Company expensed $0 and $71,000 in consulting fees to St. Louis Family Office, respectively.
The Company entered into a consulting agreement with Strategos Public Affairs, LLC (Strategos) on February 15, 2019 for a period of twelve months, unless otherwise terminated by giving thirty days prior written notice. Strategos will provide information to key policymakers in the legislature and executive branches of government on the benefits of the cellular therapies offered by the Lung Health Institute, advocate for legislation that supports policies beneficial to patient access and oppose any legislation that negatively impacts the Company’s ability to expand treatment opportunities, and position the Company and its related entities as the expert for information and testimony. For the three and nine months ended September 30, 2019, the Company expensed $22,500 and $48,500, respectively.
The Company entered into a consulting agreement with Goldin Solutions, effective August 4, 2019, for media engagement and related efforts, including both proactive public relations and crisis management services. The agreement has a minimum term of six months, with a $33,000 monthly fee payable each month, with the exception of a first month discount of $12,000. For the three and nine months ended September 30, 2019, the Company expensed $54,000.
~~Distribution center and logistic services agreement~~
The Company has a non-exclusive distribution center agreement with a logistics service provider in Berlin, Germany pursuant to which they manage and coordinate the DenerveX System products which the Company exports to the EU through June 2020 The Company paid a fixed monthly fee of €4,500 (approximately $5,000) for all accounting, customs declarations and office support, and a variable monthly fee ranging from €1,900 to €6,900 (approximately $2,300 to $8,300), based off volume of shipments, for logistics, warehousing and customer support services.
Total expenses incurred for the distribution center and logistics agreement were approximately $10,080 and $40,080, respectively, for the three and nine months ended September 30, 2019. Since this agreement was assumed on January 8, 2019 as part of the reverse merger transaction, there were no historical costs related to this prior to January 8, 2019.
~~Patent Assignment and Contribution Agreements~~
The terms of a Contribution and Royalty Agreement dated January 31, 2013 with Dr. Scott Haufe, M.D was assumed in the Merger as of January 8, 2019. This agreement provides for the Company to pay Dr. Haufe royalties equal to 1% of revenues earned from sales of any and all products derived from the use of the DenerveX technology. Royalties are payable to Dr. Haufe within 30 days after the close of each calendar quarter based on actual cash collected from sales of applicable products. The royalty period expires on September 6, 2030.
The Company incurred approximately $0 and $1,100 respectively, in royalty expense under the Contribution and Royalty agreement for the three months and nine months ended September 30, 2019, all of which was included in accounts payable at September 30, 2019. Since this agreement was assumed on January 8, 2019 as part of the Merger, there were no historical costs related to this prior to January 8, 2019.
Litigation

From time to time, the Company may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect the Company’s financial condition, results of operations and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect the Company due to legal costs and expenses, diversion of management attention and other factors. The Company expenses legal costs in the period incurred. The Company cannot assure that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against the Company in the future, and these matters could relate to prior, current or future transactions or events. As of September 30, 2020, the Company had no litigation matters which required any accrual or disclosure.

Guarantee

The Company has guaranteed payments based upon the terms found in the management services agreements to ~~two~~ affiliated physicians related to LI Dallas, LI Nashville, LI ~~Scottsdale,~~Pittsburgh, LI ~~Pittsburgh,~~Scottsdale, and LI ~~Dallas.~~Tampa. For the three and nine months ~~ending~~ended September 30, 2020 payments totaling approximately $0 and $22,000, respectively, were made to these physicians’ legal entities. For the three and nine months ended September 30, 2019 payments totaling approximately ~~$42,000~~$36,000 and ~~$105,000~~$107,000, respectively, were made to these ~~affiliates.~~physicians’ legal entities. Due to the Company ceasing operations effective March 23, 2020 in LI Dallas, LI Pittsburgh, LI Scottsdale, and LI Tampa, the guaranteed payments for these clinics were suspended until operations recommenced in July 2020. The payments to the LI Dallas physician ceased in March 2020 as LI Dallas was permanently closed.
Manufacturer Liability Dispute
The Company selected an FDA registered contract manufacturer, to manufacture the DenerveX product. In 2019, the Company became aware of events which resulted in the manufacturer not meeting certain contract performance requirements. As a result, the Company is in a dispute with the manufacturer. The Company intends to vigorously defend its position that the manufacturer did not meet its contract performance obligations. The Company believes the likelihood of incurring a material loss regarding the dispute with the manufacturer is reasonably possible but is unable to estimate the amount of the loss based on information available at this time. As such, the Company has not recorded a loss as of September 30, 2020 or December 31, 2019. The Company is not aware of any legal action regarding this matter.
Rion Services Agreement
On October 9, 2019, the Company entered into a services agreement with Rion which provides the Company the benefit of Rion’s resources and expertise for the limited purpose of (i) consulting with and assisting H-CYTE in the further research and development for the generation of a new cellular therapy (L-CYTE-01) and (ii) subsequently assisting H-CYTE in seeking and obtaining FDA Phase 1 IND clearance for L-CYTE-01. Rion also agrees to consult with H-CYTE in its arrangement for services from third parties unaffiliated with Rion to support research, development, regulatory approval, and commercialization of L-CYTE-01. An additional $350,000 in expense is expected to be incurred upon the achievement of certain milestones in the services agreement. At this time, the Company is not able to estimate when these milestones will occur. The Company has expensed $1,150,000 for services provided by Rion in total thus far.

Note 11 – Short-term Debt

~~Notes Payable~~
Short-term financing payable relates to financing arrangements for Directors and Officers and general liability insurance premiums that were financed at various points throughout 2018 and 2019 and two promissory notes assumed in the merger transaction.
These financing arrangements require aggregate monthly payments of approximately $18,000, with interest rates ranging from 7% to 12.8% and are to be paid in full by July 2020. The financing arrangements had balances of approximately $114,000 at September 30, 2019 and $31,000 at December 31, 2018. Interest expense related to these arrangements was approximately $2,000 and $4,300 for the three and nine months ended September 30, 2019, respectively, and was $0 for the three and nine months ended September 30, 2018 respectively.
~~Two promissory notes payable assumed in the Merger are due in aggregate monthly installments of approximately $5,700 and carry an interest rate of 5%. Each~~Convertible note originally had a maturity date of August 1, 2019. During the third quarter, the Company finalized an eighteen-month extension that extended the maturity date to March 1, 2021. The promissory notes have an aggregate outstanding balance of approximately $95,000 at September 30, 2019. The Company incurred interest expense related to the promissory notes for the three and nine months ended September 30, 2019 in the amount of approximately $400 and $2,500, respectively; no interest expense was incurred during 2018 as these notes were assumed on January 8, 2019.
The Company’s interest expense of approximately $50,000 and $121,000 for the three and nine months ended September 30, 2018, respectively, was related to convertible debt not assumed in the Merger as of January 8, 2019.
~~Convertible Notes~~

The Convertible Notes payable represents a securities purchase agreement with select accredited investors, which was assumed in the Merger. The debt assumed by the Company consisted of $750,000 of units (the “Units”) with a purchase price of $50,000 per Unit. Each Unit consists of (i) a 12% senior secured convertible note, initially convertible into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to the lesser of $0.40 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of equity and/or debt securities completed by the Company following this offering, and (ii) a three-year warrant to purchase such number of shares of the Company’s common stock equal to one hundred percent (100%) of the number of shares of common stock issuable upon conversion of the notes at $0.40. The Warrants were initially exercisable at a price equal to the lesser of $0.75 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of the debt and/or equity securities completed by the Company following the issuance of warrants. The Convertible Notes are secured by all of the assets of the Company.
The Company recorded the proceeds from the notes and the accompanying warrants, which accrete over the period the notes are outstanding, on a relative fair value basis of $505,424 and $244,576, respectively. Interest expense related to the discount on these convertible notes for the three and nine month period ending September 30, 2019 was approximately $24,000 and $151,900, respectively. The Company recognized approximately $19,300 and $60,500, respectively, in unpaid accrued interest expense related to the notes for the three and nine months ended September 30, 2019.
The Convertible Notes sold in the offering were initially convertible into an aggregate of 1,875,000 shares of common stock. The down round feature was triggered on January 8, 2019, and the conversion price of the Convertible Notes was adjusted to $0.36. The Company recognized the down round as a deemed dividend of approximately $288,000 which reduced the income available to common stockholders.
On February 6, 2019, $100,000 of the Company’s $750,000 outstanding Convertible Notes, plus accrued interest, was converted into an aggregate of 251,667 shares of common stock, eliminating $100,000 of the Company’s debt obligation. The debt was converted into shares at $0.36 per share, which was the conversion price per the SPA subsequent to the trigger of the down round feature. ~~The~~In 2019, the Company redeemed $350,000 of convertible notes ~~had maturity dates between August~~payable in principal and ~~September 2019.~~
~~The Company negotiated a short-term extension with two~~$52,033 in interest payable for three of the three noteholders through the expected closing of the Series D Security Purchase Agreement (the “Short-term Extension Notes”). As of September 30, 2019, approximately $479,000, which includes the principal balance of $350,000, fees and penalties of approximately $80,000 and accrued interest of approximately $49,000 is due to the two Short-term Extension Notes noteholders.

The Company also reached an extension with the ~~third~~remaining noteholder which extended the maturity date of the ~~loan~~Hawes Notes for one year, until September 30, 2020. ~~This note has~~The notes had a principal balance of $300,000 plus penalties of approximately $85,000 and accrued interest of approximately $40,000 for a total ~~amount due~~adjusted principal balance upon renewal of ~~approximately $425,000 (the “New Principal”)~~$424,615 as of ~~September 30,~~March 31, 2020 and December 31, 2019. ~~This amount has been rolled into a new note effective September 30, 2019 (the “One Year Extended Note”). Additionally, approximately 424,000 warrants were issued in~~In connection with the ~~One Year Extended Note.~~April Offering, the Company entered into an amendment with the Investor with respect to the outstanding 12% Senior Secured Convertible Note due September 30, 2020, which was originally issued in 2018 and assumed in the Merger and which was purchased by the Investor from its original holder, George Hawes, on March 27, 2020. The ~~fair market~~Hawes Notes had a principal balance of $424,615 as of December 31, 2019. The amendment to the Hawes Notes among other things, eliminates the requirement that the Company make monthly payments of accrued interest. The Company determined the proper classification of the amendment based on ASC 470-50, Debt Modifications and Extinguishments. Because the change in the present value of cash flows of the modified debt was less than 10% when compared to the present value of the ~~warrants on September 18, 2019,~~cash flows of the ~~day the warrants were issued,~~original debt, extinguishment accounting did not apply. The effective interest rate was ~~approximately $106,000, which the Company recognized as~~reassessed resulting in an effective interest rate of 11.90% and interest expense infor the three months ended September 30, ~~2019.~~2020, of approximately $10,000. The Company converted the Hawes Notes plus accrued interest into 35,860,079 shares of Preferred A shares on September 11, 2020, upon the closing of the Qualified Financing.

InNotes Payable
Notes payable were assumed in the Merger and are due in aggregate monthly installments of approximately $5,800 and carry an interest rate of 5%. Each note originally had a maturity date of August 1, 2019. The Company finalized an eighteen-month extension to March 1, 2021. The promissory notes have an aggregate outstanding balance of approximately $67,000 and $78,000 at September 30, 2020 and December 31, 2019. The Company has not made payments on this note since February 10, 2020, due to COVID-19, resulting in accrued interest of $1,000.
On March 27, 2020, the Company issued a demand note (the “Note”) in the principal amount of $500,000 to FWHC Bridge, LLC (the “Investor”) in exchange for a loan made by the Investor in such amount to cover the Company’s working capital needs. Subsequently on April 9, 2020, in exchange for an additional loan of $500,000 made by the Investor to the Company, the Company amended and restated the Note to reflect a new principal ~~balance~~amount of $1,000,000 (the “A&R Note”). The A&R Note bears simple interest at a rate of 12% per annum. The Investor is an affiliate of FWHC Holdings, LLC, a pre-existing shareholder of the Company, which served as lead investor in the Company’s recent Series D Convertible Preferred Stock Offering. As discussed further above in Note 3, this A&R Note was further amended and superseded by an April Secured Note in the amount of $1,000,000 issued by the Company to the Investor. The Company expected this note would be converted to Series A Preferred Stock at a price of $0.014 per share upon the closing of the rights offering although such conversion is subject to certain conditions. The A&R Note was converted to 75,162,429 Preferred A shares on ~~these convertible~~September 11, 2020, the closing date of the Qualified Financing.
The short-term notes with related parties were issued by the Company during 2019, and as of ~~September 30, 2019 is approximately $775,000 which is comprised~~March 31, 2020 consisted of five loans totaling $1,635,000, made to the Company by Horne Management, LLC, controlled by Chief Executive Officer, William E. Horne for working capital purposes. The loans bore interest rates ranging from 5.5% to 12%, in some cases increasing to 15% if not paid by the respective maturity date ranging from March 26, 2020 to May 13, 2020. Some of these loans provided for the issuance of warrants at 114% warrant coverage if the loan was not repaid within two months. None of these loans were repaid and 840,000 warrants were issued at an exercise price of $0.75 per share. On April 23, 2020, Horne Management, LLC agreed to convert the related notes plus accrued interest into (i) 4,368,278 shares of common stock of the ~~original principal balance~~Company and (ii) a ten-year warrant to purchase up to an equivalent number of ~~$350,000~~shares of the Company’s common stock with such conversion to be effective as of April 17, 2020. This warrant will have an exercise price equal to the price per share at which securities were offered to investors for purchase at the Qualified Financing totaling $0.014 and is exercisable beginning on the ~~Short-term Extension Notes plus $425,000 for~~day immediately following the ~~New Principal~~earlier to occur of (x) the closing of the Qualified Financing and (y) November 1, 2020. The Qualified Financing closed on September 11, 2020. On the date of the transaction, the carrying amount of the note and accrued interest was approximately $1,717,000. The fair value of the Common Stock was valued based on the ~~One Year Extended Note.~~trading market price on the date of the transaction and the warrants were valued using a Lattice model. The fair value of the Common Stock and warrants issued in the transaction was approximately $218,000 and $199,000, respectively. Since the fair value of the common stock and warrants was less than the carrying amount of the note, the Company recorded a gain on extinguishment of the debt of approximately $1,300,000.
Paycheck Protection Program
On April 29, 2020, the Company issued a promissory note in the principal amount of $809,082 to the Bank of Tampa in connection with a loan in such amount made under the Paycheck Protection Program (“PPP Loan”). The PPP Loan bears interest at a rate of 1% per annum and is payable in eighteen monthly payments of $45,533 beginning on approximately August 14, 2021. The Company elected to use a 24-week Covered Period, per the SBA Paycheck Protection Program guidelines, the Covered Period ended on October 14, 2020.
The Company can apply for loan forgiveness in an amount equal to the sum of the following costs incurred by the Company:
1) payroll costs;
2) any payment of interest on covered mortgage obligations;
3) any payment on a covered rent obligation; and
4) any covered utility payment
The amount forgiven will be calculated (and may be reduced) in accordance with the Paycheck Protection Program criteria set by the SBA. Not more than 40% of the amount forgiven can be attributed to non-payroll costs.

Note 12 – Derivative Liability - Warrants
The Company’s derivative liabilities are classified within Level 3 of the fair value hierarchy because certain unobservable inputs were used in the valuation models. These assumptions included estimated future stock prices, potential down-round financings for the Warrants, and potential redemptions for the Redemption Put Liability.
The following is a reconciliation of the beginning and ending balances for the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine months ended September 30, 2020:
Derivative Liability - Warrants

Balance at December 31, 2019 $ 315,855
Series D Warrant reclass from equity to liability classification 509,764
Warrants issued with modification of Horne Note 198,994
Warrants issued with April 17, 2020 financing 6,148,816
Fair value adjustments (2,986,853 )
Warrant reclassification from liability to equity classification (4,186,574 )
Balance at September 30, 2020 $ —
Redemption Put Liability

Balance at December 31, 2019 $ 267,399
Issuance of Series D Convertible Preferred Stock 5,306
Fair value adjustments (272,705 )
Balance at September 30, 2020 $ —
(1) The Company did not have any assets or liabilities measured at fair value using Level 1 or 2 of the fair value hierarchy as of September 30, 2020 and December 31, 2019.
(2) Upon the closing of a Qualified Financing on September 11, 2020, the Derivative Liability- Warrants were reclassed to stockholder’s equity.
(3) The Series D Preferred Stock was converted into common stock on July 28, 2020 at which time the Derivative Put Liability was no longer applicable, and its fair value as adjusted to zero and the extinguishment was recorded to income.
Derivative Liability- Warrants
Series B Warrants

In connection with the securities purchase agreements executed in May 2018 (which the Company ~~issued~~assumed in the Merger), whereby 108,250 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Shares”) and warrants were issued to purchase 2,312,500 shares of the Company’s common ~~stock.~~stock (“Series B Warrants”). The ~~warrants~~Series B Warrants had a three-year term at an exercise price of $0.75. The ~~warrants~~Series B Warrants contain two features such that in the event of a downward price adjustment the Company is required to reduce the strike price of the existing warrants (first feature or “down round”) and issue additional warrants to the award holders such that the aggregate exercise price after taking into account the adjustment, will equal the aggregate exercise price prior to such adjustment (second feature or “additional issuance”).

On January 8, 2019, the Company issued equity securities which triggered the down round and additional issuance warrant features. As a result, the exercise price of the warrants was lowered from $0.75 to $0.40 and 2,023,438 additional warrants were issued. The inclusion of the additional issuance feature caused the warrants to be accounted for as liabilities in accordance with ASC Topic 815.
The fair market value of the warrants, approximately $1,200,000, ~~has been~~was recorded as a derivative liability ~~in the purchase price allocation~~ as a measurement period adjustment ~~during~~to the ~~period ended~~purchase price allocation in the third quarter of 2019.
As part of the April 2020 offering, the holders of the Series B Warrants agreed to terminate all anti-dilution price protection in their warrants and adjusted the exercise price to equal the price per share at which shares of preferred stock are offered for purchase in a Qualified Financing. The modification resulted in an increase of approximately $75,000 to the fair value of the derivative liability related to the Series B Warrants. In addition, the Company recorded approximately a change in fair market value of $317,000 to the fair value of the derivative liability before the reclass to equity.
Upon the closing of a Qualified Financing, which occurred on September ~~30,~~11, 2020, the exercise price of the Series B Warrants became fixed at $0.014 and the warrants then met the conditions for equity classification. Consequently, they were revalued as of the date of the Qualified Financing using a Black Scholes valuation technique with the following assumptions: Trading market price - $0.027, estimated exercise price - $0.014, volatility - 260%, risk free rate - 0.13% and an estimated remaining term of 1.33 years. The fair value of the Series B Warrants totaling $73,805 was then reclassed from a derivative liability to stockholders’ equity.
Series D Warrants
In conjunction with the Series D Preferred Financing, the Company originally issued Series D warrants to purchase 14,669,757 shares of Common Stock with an exercise price of $0.75 per share. At inception, the Series D warrants met all the criteria to be classified as equity. As part of the April Offering, the exercise price of the Series D Warrants was reduced to the price per share at which shares of preferred stock are offered for purchase in a Qualified Financing. The modification of the exercise price resulted in the warrants requiring liability classification. The Series D Warrants were measured at fair value before and after the modification, resulting in a fair market value of approximately $510,000 when the warrants were reclassified to a liability on July 28, 2020.
Upon the closing of a Qualified Financing, which occurred on September 11, 2020, the exercise price of the Series D Warrants became fixed at $0.014 and the warrants then met the conditions for equity classification. Consequently, the Series D Warrants were revalued as of the date of the Qualified Financing using a Black Scholes valuation technique with the following assumptions: Trading market price - $0.027, estimated exercise price - $0.014, volatility - 111%, risk free rate - 0.67% and an estimated term of 9.2 years. The fair value of the Series D Warrants totaling $337,400 was then reclassed from a derivative liability to stockholders’ equity.
Horne Warrants
On April 23, 2020, Horne Management, LLC agreed to convert the related notes plus accrued interest into (i) 4,368,278 shares of common stock of the Company and (ii) a ten-year warrant to purchase up to an equivalent number of shares of the Company’s common stock with such conversion to be effective as of April 17, 2020. The warrant will have an exercise price equal to the price per share at which securities are offered to investors for purchase at the Qualified Financing. The revised exercise price caused the warrants to require liability classification at fair value and the warrants were valued using a Lattice model with the following assumptions: Trading market price- $0.05, estimated exercise price- $0.014, volatility- 101%, risk free rate- 0.65% and an estimated term of 10 years. At inception, the estimated fair value of the Horne Warrants was approximately $199,000.
Upon the closing of a Qualified Financing, which occurred on September 11, 2020, the exercise price of the Series D Warrants became fixed at $0.014 and the warrants then met the conditions for equity classification. Consequently, the Horne Warrants were revalued as of the date of the Qualified Financing using a Lattice valuation technique with the following assumptions: Trading market price- $0.027, estimated exercise price- $0.014, volatility- 103%, risk free rate- 0.67% and an estimated term of 10 years. The fair value of the Horne Warrants totaling $107,123 was then reclassed from a derivative liability to stockholders’ equity.
April Bridge Loan and Converted Advance Warrants
The April Offering entitled the investors to warrants with the right to purchase up to 100% of the aggregate number of shares of Common Stock into which the Purchaser’s Note may ultimately be converted. The Company also received a $1,000,000 advance which was converted into a Converted Advance Note and Converted Advance Warrants in April 2020. The Converted Advance Warrants entitle the holder to purchase up to 200% of the aggregate number of shares of Common Stock into which the Converted Advanced Note may ultimately be converted.
The Company received an aggregate of $2,842,695 in gross proceeds through the April Offering and an advance of $1,000,000 (A&R Note) which was converted into an Advance Note on April 17, 2020. The Company expected the price per share at which securities would be offered for purchase in the Qualified Financing to be $0.014 resulting in the assumption there would be approximately 203,050,000 and 142,857,000 shares issuable upon exercise of the Purchaser Warrants and the Converted Advance Warrants, respectively. The warrants were valued using a Lattice model with the following assumptions: Trading market price - $0.05, estimated exercise price - $0.014, volatility - 103%, risk free rate- 0.65% and an estimated term of 10 years. At inception, the estimated fair value of the Purchaser Warrants and the Converted Advance Warrants was approximately $3,279,000 and $2,869,000, respectively for a total of approximately $6,149,000.
Upon the closing of a Qualified Financing which occurred on September 11, 2020, the exercise price of the Purchaser and Converted Advance Warrants became fixed at $0.014 and the Company then had sufficient authorized and unissued shares available to satisfy all their commitments under their equity-linked contracts. There are 212,821,929 and 150,324,857 shares issuable upon exercise of the Purchaser and the Converted Advance Warrants, respectively. The Warrants were revalued as of the date of the Qualified Financing using a Lattice valuation technique with the following assumptions: Trading market price - $0.027, estimated exercise price - $0.014, volatility - 106%, risk free rate - 0.67% and an estimated term of 10 years. The fair value of the Warrants of $3,668,247 was then reclassed from a derivative liability to stockholders’ equity.
When the Company entered into the April Offering and revised the exercise price of their warrants to the price per share at which shares of preferred stock are offered for purchase in a Qualified Financing, they no longer had sufficient authorized and unissued shares available to satisfy all their commitments to issue shares under their equity-linked contracts. The Company adopted the sequencing approach based on the earliest issuance date. Therefore, warrants issued before the April Offering did not require liability classification, while Warrants issued with the April financing, or subsequently, were classified as liabilities until such time the Company has sufficient authorized shares.
At December 31, 2019, ~~(see Note 3).~~ due to the down round provision contained in the warrants, which could provide for the issuance of additional warrant shares as well as a reduction in the exercise price, the model also considered subjective assumptions related to the shares that would be issued in a down-round financing and the potential adjustment to the exercise price. On April 17, 2020, the holders of the warrants agreed to terminate all anti-dilution price protections in their warrants.
The derivative liability has been remeasured to fair value at the end of each reporting period and the ~~cumulative~~ change in fair value, of approximately ~~$884,000,~~$5,869,102 and ($2,986,853), has been recorded as a component of other income (expense) in the Company’s consolidated statement of operations for the three and nine months ended September 30, 2020, respectively. For the three month period ended September 30, ~~2019.~~ 2020, the derivative liability has been remeasured to fair value at September 11, 2020 and then converted to equity due to the Qualified Financing and fixed as all derivative liabilities were converted.
The fair value of the derivative liability included on the consolidated balance sheet was approximately ~~$332,000~~$0 and $316,000 as of September 30, ~~2019.~~2020 and December 31, 2019, respectively.
In conjunction with the Series D Preferred financing (See Note 14), the Company offered the Series B warrant holders the option to exchange their warrants on the basis of 1 warrant for 0.40 common shares. Warrant holders chose to exchange 1,007,813 warrants with a fair value of approximately $75,000 for 403,125 shares of common stock with a fair value of approximately $73,000. On the date of the exchange, the Series B Warrants were first adjusted to fair value with the change in fair value being recorded in earnings.
Redemption Put Liability
As described in Note 14, the redemption put provision embedded in the Series D financing required bifurcation and measurement at fair value as a derivative. If the redemption put provision is triggered, it allows either payment in cash or the issuance of “Trigger Event Warrants”. Accordingly, the fair value of the Redemption put liability considered management’s estimate of the probability of cash payment versus payment in Trigger Event Warrants and was valued using a Monte Carlo Simulation which uses randomly generated stock-price paths obtained through a Geometric Brownian Motion stock price simulation. The fair value of the redemption provision was significantly influenced by the fair value of the Company’s stock price, stock price volatility, changes in interest rates and management’s assumptions related to the redemption factor. On July 28, 2020, the Series D Preferred Stock was converted into Common Stock, at which time the redemption put was no longer applicable and the fair value of the redemption put was adjusted to zero.
The fair market value of the redemption put liability at inception was approximately $614,000 which was recorded as a liability and remeasured to fair value at the end of each reporting period. The change in fair value of approximately $98,000 and $273,000 has been recorded as a component of other income (expense) in the Company’s consolidated statement of operations for the three and nine months ended September 30, 2020, respectively. The change in fair value of approximately $0 and $0 has been recorded as a component of other income (expense) in the Company’s consolidated statement of operations for the three and nine months ended September 30, 2019, respectively. The fair value of the redemption put liability included on the consolidated balance sheet was approximately $0 and $267,000 as of September 30, 2020 and December 31, 2019, respectively.
Note 13 - Common Stock Warrants
Fair value measurement valuation techniques, to the extent possible, should maximize the use of observable inputs and minimize the use of unobservable inputs. The Company’s fair value measurements of all warrants are designated as Level 1 since all of the significant inputs are observable and quoted prices used for volatility were available in an active market.

A summary of the Company’s warrant issuance activity and related information for the ~~nine months~~quarters ended September 30, ~~2019 is as follows:~~2020 and September 30, 2019:

Shares Weighted
Average
Exercise
Price Weighted
Average
Remaining
Contractual
Life
Assumed as of the January 8, 2019 merger 12,108,743 $ 1.38 1.78

Issued 20,647,437 $ 0.72 2.36
Outstanding and exercisable at September 30, 2019 32,756,180 $ .96 ⁽¹⁾⁽²⁾ 2.15
Shares
Weighted
Average
Exercise
Price

Weighted
Average
Remaining
Contractual
Life

Assumed as of the January 8, 2019 merger 12,108,743 $ 1.38 2.60
Issued 17,500,000 0.75 2.84
Outstanding and exercisable at September 30, 2019 29,608,743 $ 1.00 2.63

Outstanding and exercisable at December 31, 2019 44,806,076 $ 0.78 4.59
Issued and exercisable 368,325,486 0.015 10.30
Total outstanding at September 30, 2020 413,131,562 0.09 9.79
The fair value of all warrants issued are determined by using the Black-Scholes valuation technique and were assigned based on the relative fair value of both the common stock and the warrants issued. The inputs used in the Black-Scholes valuation technique to value each of the warrants ~~issued at September 30, 2019~~ as of their respective issue dates are as follows:

Event
Description Date H-CYTE
Stock Price Exercise Price of Warrant Grant Date Fair Value Life
of Warrant Risk Free Rate of Return (%) Annualized Volatility Rate (%) Date Number of Warrants H-CYTE Stock Price Exercise Price of Warrant Grant Date Fair Value Life of Warrant Risk Free Rate of Return (%) Annualized Volatility Rate (%)
Private placement 1/8/2019 $ 0.40 $ 0.75 $ 0.24 3 years 2.57 115.08 1/8/2019 5,000,000 $ 0.40 $ 0.75 $ 0.24 3 years 2.57 115.08
Antidilution provision⁽³⁾⁽¹⁾ 1/8/2019 $ 0.40 $ 0.40 $ 0.28 3 years 2.57 115.08 1/8/2019 2,023,438 $ 0.40 $ 0.40 $ 0.28 3 years 2.57 115.08
Private placement 1/18/2019 $ 0.40 $ 0.75 $ 0.23 3 years 2.60 114.07 1/18/2019 6,000,000 $ 0.40 $ 0.75 $ 0.23 3 years 2.60 114.07
Private placement 1/25/2019 $ 0.59 $ 0.75 $ 0.38 3 years 2.43 113.72 1/25/2019 1,250,000 $ 0.59 $ 0.75 $ 0.38 3 years 2.43 113.72
Private placement 1/31/2019 $ 0.54 $ 0.75 $ 0.34 3 years 2.43 113.47 1/31/2019 437,500 $ 0.54 $ 0.75 $ 0.34 3 years 2.43 113.47
Private placement 2/7/2019 $ 0.57 $ 0.75 $ 0.36 3 years 2.46 113.23 2/7/2019 750,000 $ 0.57 $ 0.75 $ 0.36 3 years 2.46 113.23
Private placement 2/22/2019 $ 0.49 $ 0.75 $ 0.30 3 years 2.46 113.34 2/22/2019 375,000 $ 0.49 $ 0.75 $ 0.30 3 years 2.46 113.34
Private placement 3/1/2019 $ 0.52 $ 0.75 $ 0.33 3 years 2.54 113.42 3/1/2019 125,000 $ 0.52 $ 0.75 $ 0.33 3 years 2.54 113.42
Private placement 3/8/2019 $ 0.59 $ 0.75 $ 0.38 3 years 2.43 113.53 3/8/2019 150,000 $ 0.59 $ 0.75 $ 0.38 3 years 2.43 113.53
Private placement 3/11/2019 $ 0.61 $ 0.75 $ 0.40 3 years 2.45 113.62 3/11/2019 2,475,000 $ 0.61 $ 0.75 $ 0.40 3 years 2.45 113.62
Private placement 3/26/2019 $ 0.51 $ 0.75 $ 0.32 3 years 2.18 113.12 3/26/2019 500,000 $ 0.51 $ 0.75 $ 0.32 3 years 2.18 113.12
Private placement 3/28/2019 $ 0.51 $ 0.75 $ 0.31 3 years 2.18 112.79 3/28/2019 375,000 $ 0.51 $ 0.75 $ 0.31 3 years 2.18 112.79
Private placement 3/29/2019 $ 0.51 $ 0.75 $ 0.31 3 years 2.21 112.79 3/29/2019 62,500 $ 0.51 $ 0.75 $ 0.31 3 years 2.21 112.79
Private placement 4/4/2019 $ 0.48 $ 0.75 $ 0.29 3 years 2.29 112.77 4/4/2019 500,000 $ 0.48 $ 0.75 $ 0.29 3 years 2.29 112.77
Private placement 7/15/2019 $ 0.53 $ 1.00 $ 0.31 3 years 1.80 115.50 7/15/2019 200,000 $ 0.53 $ 1.00 $ 0.31 3 years 1.80 115.50
Convertible debt extension 9/18/2019 $ 0.40 $ 0.75 $ 0.25 3 years 1.72 122.04 9/18/2019 424,000 $ 0.40 $ 0.75 $ 0.25 3 years 1.72 122.04
Private placement of Series D Convertible Preferred Stock 11/15/2019 14,669,757 $ 0.28 $ 0.75 $ 0.19 10 years 1.84 89.75
Short-term note related party 11/26/2019 400,000 $ 0.20 $ 0.75 $ 0.13 3 years 1.58 144.36
Short-term note, related party 12/30/2019 171,429 $ 0.14 $ 0.75 $ 0.08 3 years 1.59 145.29
Short-term note, related party 1/13/2020 268,571 $ 0.12 $ 0.75 $ 0.07 3 years 1.60 145.76
Private placement of Series D Convertible Preferred Stock 1/17/2020 244,996 $ 0.15 $ 0.75 $ 0.13 10 years 1.84 144.32
Granted for bridge financing 4/8/2020 296,875 $ 0.05 $ 0.40 $ 0.04 3 years 0.34 131.82
Short-term note, related party conversion 4/17/2020 4,368,278 $ 0.05 $ 0.014 $ 0.05 10 years 0.65 102.54
Granted for bridge financing⁽²⁾ 9/11/2020 363,146,765 $ 0.05 $ 0.014 $ 0.017 10 years 0.65 96.97

⁽¹⁾Warrants issued with the May 2018 private placement and debt conversion had an initial exercise price of $0.75 and contain a contingent feature which would adjust the exercise price of the warrant in the event the Company issues any shares of common stock or common stock equivalents in a private placement of equity or debt securities at a price less than $0.75 per share. On August 8, 2018, the Company completed the issuance of convertible debt at an initial conversion price of $0.40. Accordingly, the exercise price on these warrants was adjusted downward to $0.40.
⁽²⁾Warrants issued with the August 8, 2018 and September 28, 2018 convertible notes had an initial exercise price of $0.75 and contain a contingent feature which would adjust the exercise price of the warrants in the event the Company issued any shares of common stock or common stock equivalents in a private placement of equity or debt securities to 90% of the issuance price if it is less than $0.75.
⁽³⁾The Company had warrants that triggered the required issuance of an additional 2,023,438 warrants as a result of the Company’s capital raise that gave those new investors a $0.40 per share investment price which required the old warrant holders to receive additional warrants since their price was $0.75 per share.

(2) The Company had estimated on April 17, 2020 that the number of warrants to be granted for the bridge financing would be 354,836,286. The bridge financing closed on September 11, 2020 in which an additional 8,310,479 warrants were issued above the original estimate for a total of 363,146,765. The fair market value associated with the additional warrants issued was recorded to the change in fair value of derivative liability – warrants prior to being reclassed to equity.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Note 14- Mezzanine Equity and Series D Convertible Preferred Stock
Series D Convertible preferred Stock
On November 15, 2019, the Company entered into a securities purchase agreement with selected accredited investors whereby the Company offered (i) up to 238,871 shares of Series D Convertible Preferred Stock the (“Series D Shares”) at a price of $40.817 per share and (ii) a ten-year warrant (the “Series D Warrant”) to purchase 14,669,757 shares of common stock. The Series D Warrants are exercisable for a period of 10 years from issuance at an initial exercise price of $0.75 per share, subject to adjustment for traditional equity restructurings and reorganizations.
On November 21, 2019, the Company entered into a securities purchase agreement with FWHC HOLDINGS, LLC (“FWHC”) an accredited investor for the purchase of 146,998 shares of Series D Preferred Stock, par value $0.001 per share and the Series D Warrant resulting in $6.0 million in gross proceeds to the Company (the “FWHC Investment”). For further discussion of the Series D Shares, refer to Note 14 - ~~Liquidity, Going Concern~~“Mezzanine Equity and ~~Management’s Plans~~Series D Convertible Preferred Stock” on the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2019.
The Company determined that the nature of the Series D Shares was more analogous to an equity instrument, and that the economic characteristics and risks of the embedded conversion option was clearly and closely related to the Series D Shares. As such, the conversion option was not required to be bifurcated from the host under ASC 815, Derivatives and Hedging. The Company recognized a beneficial conversion feature related to the Series D Shares of approximately $623,000, which was credited to additional paid-in capital, and reduced the income available to common shareholders. Because the Series D Shares can immediately be converted by the holder, the beneficial conversion feature was immediately accreted and recognized as a deemed dividend to the preferred shareholders. Since the Series D Shares are redeemable in certain circumstances upon the occurrence of an event that is not solely within the Company’s control, they have been classified as mezzanine equity in the Consolidated Balance Sheets.

The Company ~~incurred net losses~~determined that the economic characteristics and risks of the embedded redemption provision were not clearly and closely related to the Series D Shares. The Company assessed the embedded redemption provision further, and determined it met the definition of a derivative and required classification as a derivative liability at fair value. On July 28, 2020, the Series D Shares were converted into shares of the Company’s common stock, at which time the redemption put liability was no longer applicable and its fair value was adjusted to zero.
The redemption put liability as of September 30, 2020 and December 31, 2019, was approximately ~~$11,616,000~~$0 and ~~$2,295,000~~$267,000, respectively.
The Company’s approach to the allocation of the proceeds to the financial instruments was to first allocate basis to the redemption put liability at its fair values and the residual to the Series D Shares and the Series D Warrants. Based upon the amount allocated to the Series D Shares the Company was required to determine if a beneficial conversion feature (“BCF”) was present. A BCF represents the intrinsic value in the convertible instrument, adjusted for amounts allocated to other financial instruments issued in the financing. The effective conversion price is calculated as the amount allocated to the convertible instrument divided by the number of shares to which it is indexed. However, a BCF is limited to the basis initially allocated. After allocating a portion of the proceeds to the other instruments, the effective conversion price was $0.24 compared to the share price of $0.28, resulting in a BCF of $623,045 or $0.04 per share.
Based upon the above accounting conclusions and the additional information provided below, the allocation of the proceeds arising from the Series D Preferred financing transaction is summarized in the table below:
November 21, 2019 Series D Convertible Preferred and warrant financing: Proceeds Allocation Financing Cost Allocation Total Allocation
Gross proceeds $ 6,000,000 $ — $ 6,000,000
Financing costs paid in cash — (111,983 ) (111,983 )
$ 6,000,000 $ (111,983 ) $ 5,888,017

Derivative Liability:
Derivative Put Liability $ (614,095 ) $ — $ (614,095 )
Deferred Financing costs — 8,100 8,100

Redeemable preferred stock:
Series D Convertible Preferred Stock (2,869,854 ) — (2,869,854 )
Financing costs (APIC) — 1,106 1,106
Financing costs (Retained Earnings) — 66,265 66,265
Beneficial Conversion Feature (623,045 ) — (623,045 )

Investor Warrants (equity classified):
Proceeds allocation (1,893,006 ) — (1,893,006 )
Financing costs (APIC) — 36,512 36,512
$ (6,000,000 ) $ 111,983 $ (5,888,017 )
Since the Series D Convertible Preferred Stock is perpetual and convertible at any time, the resulting discount of $3,130,146 was accreted as a Preferred Stock dividend on the date of issuance to record the Series D Convertible Preferred Stock to its redemption value of $6,000,000.
On January 17, 2020, the Company entered into a securities purchase agreement with an accredited investor for the purchase of 2,450 shares of Series D Preferred Stock, par value $0.001 per share and a Series D Warrant resulting in $100,000 in gross proceeds to the Company. The Series D Preferred Stock and Warrants had the same terms as the FWHC Investment. There was no BCF associated with this financing because the effective conversion price after allocating a portion of the proceeds to the other instruments was higher than the share price.
January 17, 2020 Series D Convertible Preferred and warrant financing: Proceeds Allocation
Gross proceeds $ 100,000
Financing costs paid in cash —
$ 100,000

Derivative Liability:
Derivative Put Liability $ (5,306 )

Redeemable preferred stock:
Series D Convertible Preferred Stock (62,792 )

Investor Warrants (equity classified):
Proceeds allocation (31,902 )

$ (100,000 )
Since the Series D Convertible Preferred Stock is perpetual and convertible at any time, the resulting discount of $37,207 was accreted as a Preferred Stock dividend on the date of issuance to record the Series D Convertible Preferred Stock to its redemption value of $100,000.
For the nine months ended September 30, ~~2019 and 2018, respectively.~~2020, the Company recorded $277,719 in deemed dividends on the Series D Convertible Preferred Stock in accordance with the 8% stated dividend resulting in a total balance of Series D Convertible Preferred stock of $6,401,762. All outstanding shares of Series D Convertible Preferred Stock were converted into 15,773,363 shares of Common Stock on July 28, 2020. The conversion was pursuant to a mandatory conversion triggered by the majority holder of the Series D Convertible Preferred Stock as set forth in the Certificate of Designations.

The Biomedical products and services division will incur losses until sufficient revenue volume and geographical coverage is attained utilizing the infusion of capital resources to expand marketing and sales initiatives.Series D CONVERTIBLE Preferred Stock Preferences

In April 2019, the Company determined that their contract manufacturer was not able to meet the quality and quantity requirements for producing the DenerveX product. As a result, the manufacture of the DenerveX product has been temporarily suspended while the Company sources alternative manufacturing options. Additionally, in the Company’s review and evaluation of its current distribution channels, the Company has determined that many of these channels were not cost effective. As a result of the above evaluations, certain European distributor agreements were terminated, and all other representatives have been notified that the Company is temporarily suspending the manufacture and sale of the DenerveX product while the Company sources alternative manufacturing and distributor options as well as considers other product monetizing strategies, including strategic partnerships. The H-CYTE operations will continue to incur losses until the plan for the DenerveX System monetization is determined and executed.Voting Rights

~~The Company’s independent registered public accounting firm has included an explanatory paragraph with respect to~~Holders of our ability to continue as a going concern in its report on the Company’s consolidated financial statements for the year ended December 31, 2018. The presence of the going concern explanatory paragraph suggests that the Company may not have sufficient liquidity or minimum cash levels to operate the business. Since inception, the Company has incurred losses and anticipates that the Company will continue to incur losses until its products can generate enough revenue to offset its operating expenses. The Company, through September 2019, raised $7,100,000 (excluding $200,000 of debt conversions) year to date.
The Company pursued raising additional funds from the sale of equity securities. On June 7, 2019 the Board of Directors approved a new private placements securities offering up to $8,500,000 of common stock at a price of $0.50 per share, and a three-year warrant to purchase such number of shares of common stock equal to fifty percent (50%) of the number of shares of common stock issuable as part of this offering (the “Warrants”), at an exercise price of $1.00 per share. The Company raised $100,000 from these new private placement securities since June 30, 2019. The aforementioned security offering has been terminated.
~~On October 26, 2019, the Board of Directors approved a new private placement securities offering up to $9,750,000 of~~ Series D Preferred Stock (“Series D ~~Preferred”~~Holders”)~~. The terms~~ have the right to receive notice of ~~this offering are up to $9,750,000 to be raised at $.41 per share with 100% warrant coverage at $.75 per share for a term~~any meeting of ~~ten years. The~~holders of common stock or Series D Preferred ~~will carry an annual 8% cumulative dividend payable~~Stock and to vote upon any matter submitted to a vote of the holders of common stock or Series D Preferred Stock. Each Series D Holder shall vote on each matter submitted to them with the holders of common stock. As of September 30, 2020, there are no shares of Series D Preferred Stock outstanding.
Liquidation
Upon the liquidation, dissolution or ~~redemption. For any other dividends,~~winding up of the Company, whether voluntary or involuntary, each Series D Holder shall be entitled to receive, for each share thereof, out of assets of the Company legally available therefore, a preferential amount in cash equal to the stated value plus all accrued and unpaid dividends. All preferential amounts to be paid to the Series D ~~Preferred will participate~~Holders in connection with ~~common stock on an as-converted basis.~~
~~On July 25 and July 26, 2019,~~such liquidation, dissolution or winding up shall be paid before the ~~Company issued two promissory notes (the “Notes”) in~~payment or setting apart for payment of any amount for, or the ~~aggregate principal amount~~distribution of $900,000 to Horne Management, LLC, and controlled by Mr. William E. Horne, the Chief Executive Officer of the Company. The Notes bear an interest rate of 5.5% per annum and are due on demand. The Company has received the funds represented by the Notes. On September 26, 2019, the Company issued a promissory note to Horne Management, LLC, for $350,000. The Terms of the Note are:
● ~~12% interest rate with a maturity date of March 26, 2020.~~
● ~~If the Company is unable to pay the loan as of March 26, 2020, the interest rate increases to 15%.~~
● If the Company does not pay back the principal and interest by November 26, 2019, the Company shall issue to Lender a three-year warrant to purchase 400,000 shares of the Company’s common stock at a purchase price of $0.75 per share.
The Company has certain convertible promissory notes in the aggregate principal amount of approximately $650,000 that originally matured in August and September 2019. The convertible notes are secured by all of theany assets of the ~~Company.~~Company’s to the holders of the Company’s Series B and common stock. The Company ~~negotiated an extension with two of the three noteholders through the expected closing of the Series D Preferred .There were certain fees and penalties that were negotiated along with~~accrues these extensions in the aggregate amount of approximately $80,000. The Company also reached an extension with the third noteholder which extended the maturity date of the loan for one year, until September 30, 2020, plus interest and penalties. The penalties associated with the extension of this loan were approximately $125,000dividends as ~~outlined in the terms of the original agreement. The total liability on these notes including principal, accrued interest, and penalties is approximately $904,000.~~
There can be no assurances that the Company will be able to obtain additional financing on commercially reasonable terms, if at all. If the Company is required to curtail operations, there would be substantial doubt about the Company’s ability to continue as a going concern. Cash as of September 30, 2019 was approximately $368,000. The present level of cash and the fourth quarter raise to date may not be sufficient to satisfy the Company’s current operating requirements, as such, the additional raising of funds is required.
The unaudited consolidated financial statements do not include any adjustments to the carrying value of amounts of its assets or liabilities that might be necessary should the Company be unable to continue as a going concern.they are earned each period.

~~Note~~Note 15 - Subsequent Events

~~Horne Management, LLC loaned H-CYTE $150,000 on October 28, 2019, for working capital purposes. The terms~~As of the ~~loan are as follows:~~
● ~~12% interest rate with a maturity~~ date ~~of April 28, 2020.~~
● If the Company does not pay back the principal and interest by December 28, 2019, the Company shall issue to Lender a three-year warrant to purchase 171,429 shares of the Company’s common stock at a purchase price of $0.75 per share.
● ~~If the Company is unable to pay the loan as of April 28, 2020, the interest rate increases to 15%.~~
~~On November 13, 2019 the Company issued a promissory note (the “Note”) with a principal amount~~ of ~~$235,000~~filing, Series A Preferred Stock shareholders converted 2,276,733 Series A Preferred Stock to ~~Horne Management, LLC. The Note bears an interest rate of 12% per annum and is due on demand. The terms of the note are:~~Common Stock.
● ~~12% interest rate with a maturity date of May 13, 2020.~~
● If the Company does not pay back the principal and interest by January 13, 2020, the Company shall issue to Lender a three-year warrant to purchase 268,571 shares of the Company’s common stock at a purchase price of $0.75 per share.
● ~~If the Company is unable to pay the loan as of April 28, 2020, the interest rate increases to 15%.~~
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto appearing in Part I, Item 1 of this Quarterly Report. Historical results and trends that might appear in this Quarterly Report should not be interpreted as being indicative of future operations.

Overview
On July 11, 2019, Medovex Corp. (“MedoveX”) changed its named to H-CYTE, Inc. (“H-CYTE” or the “Company”) by filing a Certificate of Amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of the State of Nevada. The name change and the Company’s new symbol, HCYT, became effective with FINRA on July 15, 2019.

On October 18, 2018, H-CYTE (formerly named MedoveX) entered into an Asset Purchase Agreement with Regenerative Medicine Solutions, LLC, RMS Shareholder, LLC (“Shareholder”), Lung Institute LLC (“LI”), RMS Lung Institute Management LLC (“RMS LI Management”) and Cognitive Health Institute Tampa, LLC (“CHIT”), (collectively “RMS”). On January 8, 2019, the Asset Purchase Agreement was amended, and the Company acquired certain assets and assumed certain liabilities of RMS as reported in the 8-K/A filed in March of 2019. Based on the terms of the Asset Purchase Agreement and its amendment, the former RMS members had voting control of the combined company as of the closing of the RMS acquisition. For accounting purposes, the acquisition transaction has been treated as a reverse acquisition whereby the Company is deemed to have been acquired by RMS and the historical financial statements prior to the acquisition date of January 8, 2019 now reflect the historical financial statements of RMS.

The Company’s RMS division is a healthcare medical biosciences company that develops and implements advance innovative treatment options in regenerative medicine to treat an array of debilitating medical conditions. In addition, the company is the operator and manager of the various Lung Health Institute clinics. Committed to an individualized patient-centric approach, RMS consistently provides oversight and management of the highest quality care while producing positive outcomes. RMS offices are located in Tampa, Florida. The Lung Health Institute located in Tampa, Florida is a wholly owned subsidiary of RMS. RMS also provides oversight and management to the Lung Health Institutes located in Nashville, TN, Scottsdale AZ, Pittsburgh, PA, and Dallas, TX.
On June 21, 2019, H-CYTE entered into an exclusive product supply agreement with Rion, LLC (“Rion”) to develop and distribute a ~~disruptive cytotherapy technology~~FDA approved therapy (known as L-CYTE-01) for chronic obstructive pulmonary disease (“COPD”), the fourth leading cause of death in the U.S. ~~This agreement provides for a 10-year exclusive and extendable supply agreement with Rion to enable H-CYTE to develop proprietary biologics. This will be managed through a new Rion division of H-CYTE.~~ Rion has established a novel technology to harness the healing power of the body. Rion’s ~~novel~~innovative exosome technology, based on science developed at Mayo Clinic, provides an off-the-shelf platform to enhance healing in soft tissue, musculoskeletal, cardiovascular and neurological organ systems. This agreement provides for a ten-year exclusive and extendable supply agreement with Rion to enable H-CYTE to develop proprietary biologics.
On October 9, 2019, the Company entered into a services agreement with Rion which provides the Company the benefit of Rion’s resources and expertise for the limited purpose of (i) consulting with and assisting H-CYTE in the further research and development for the generation of a new cellular therapy (L-CYTE-01) and (ii) subsequently assisting H-CYTE in seeking and obtaining FDA Phase 1 IND clearance for L-CYTE-01. Rion also agrees to consult with H-CYTE in its arrangement for services from third parties unaffiliated with Rion to support research, development, regulatory approval, and commercialization of L-CYTE-01.

With ~~this agreement,~~these agreements, Rion will serve as the product supplier and ~~will co-develop a proprietary cellular platform~~co-developer of L-CYTE-01 with H-CYTE for the treatment of ~~COPD.~~chronic lung diseases. H-CYTE will control the commercial development and facilitate the clinical trial investigation. After conducting joint research and development of these biologics, H-CYTE intends to pursue submission of an investigational new drug (IND) application for review tyby the ~~U.S. Food and Drug Administration (“FDA”)~~FDA for treatment of COPD.

The corona virus outbreak (COVID-19) has adversely affected the Company’s financial condition and results of operations. In the first quarter of 2020, the Company took steps to protect its vulnerable patient base (elderly patients suffering from chronic lung disease) by cancelling all treatments effective March 23, 2020 through mid-July 2020. The Company is also made the decision in late March, to layoff approximately 40% of its employee base, including corporate and clinical employees, and to cease operations at the ~~business of designing~~LHI clinics located in Tampa, Scottsdale, Pittsburgh, Nashville, and ~~marketing proprietary medical devices for commercial use in the United States and Europe.~~Dallas. The Company received CE marking in June 2017 for the DenerveX System, and it is now commercially available throughout the European Union and several other countries that accept CE marking. The Company’s first sale of the DenerveX System occurredresumed operations in July ~~2017.~~at the Tampa and Nashville clinics, in August at the Scottsdale clinic, and in September at the Pittsburgh clinic. The ~~Company plans to seek approval for~~Pittsburgh clinic re-opening was temporary in September as it ceased operations permanently at the ~~DenerveX System from the FDA in the United States.~~end of October 2020. The ~~Company is presently reevaluating its approaches to revenue generation including the continuing use of distribution channels, source of manufacturing,~~Dallas clinic did not re-open and ~~evaluating joint venture opportunities.~~will be closed permanently.

~~In April,~~With the Company’s revenue-generating activities resuming during the third quarter at a significantly reduced volume, and the uncertainty around the COVID-19 outbreak, the Company ~~determined that their contract manufacturer was not able~~will need to ~~meet~~raise cash from debt and/or equity offerings to continue with its efforts to take the ~~quality and quantity requirements~~L-CYTE-01 protocol to the FDA for ~~producing the DenerveX product. As a result, the manufacture~~treatment of the DenerveX product has been temporarily suspended while the Company sources alternative manufacturing options. Additionally, in the Company’s review and evaluation of its current distribution channels, the Company has determined that many of these channels were not cost effective. As a result of the above evaluations, certain European distributor agreements were terminated, and all other representatives have been notifiedchronic lung diseases. There can be no assurance that the Company is temporarily suspending the manufacture and sale of the DenerveX product while the Company sources alternative manufacturing and distributor options as well as considers other product monetizing strategies, including joint venture opportunities.
~~In July 2019, the Company signed a new engineering feasibility proposal that will confirm a new sterilization process~~ will be a slightly less expensive option and expand the shelf life of DenerveX from six months to a minimum of one year and potentially up to three years. The longer shelf life will help the distributors reach more end-users as many hospital systems and medical practitioners will not purchase medical products with less than a one-year shelf life. The Company still considers the United States to be a target market and it remains the Company’s goal to seek FDA approval. The Company anticipates that it will do so once it is backsuccessful in ~~production and generating revenue through sales in Europe and other approved countries.~~doing so.
Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which we have prepared in accordance with United States generally accepted accounting principles. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. On a continual basis, we evaluate our estimates and judgments, including those described in greater detail below.

We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are described in more detail in the notes to our consolidated financial statements for the fiscal year ended December 31, ~~2018,~~2019, included in the Company’s Annual Report on Form 10-K as well as in the notes to our unaudited consolidated financial statements for the nine months ended September 30, 2019 included in this Quarterly Report on Form 10-Q. The December 31, 2018 financial information included in the Company’s Annual Report on Form 10-K reflect the historical financial information of the H-CYTE (formerly MedoveX) business and do not include the RMS financial information. With the reverse merger accounting, historical financial information for periods prior to the Merger on January 8, 2019 presented in the comparative consolidated financial statements and footnotes included in the 2019 Quarterly Reports on Form 10-Q will only reflect the historical financial information related to RMS.10-K.

Results of Operations - ~~Three and~~ Nine ~~Months~~months Ended September 30, ~~2019~~2020 and ~~2018~~2019

Revenue, Cost of Sales and Gross Profit

The Company recorded ~~gross~~revenue for the three and nine months ended September 30, 2020 of approximately $650,000 and $1,686,000, respectively. The Company recorded revenue for the three and nine months ended September 30, 2019 of approximately $2,742,000 and $6,498,000, respectively. The ~~Company recorded gross~~decrease in revenue for the three and nine months ended September 30, ~~2018 of approximately $1,537,000 and $6,881,000 respectively. The decrease in revenue for~~2020, as compared to the ~~nine months ended September 30, 2019~~prior year is ~~mainly~~ attributable to ~~a decrease in~~suspending operations of the ~~number of treatments provided by the biomedical services business (RMS). The revenue for the nine months ended~~Biosciences division due to COVID-19 effective March 23, 2020 and not reopening until August and September ~~30, 2019 is derived predominantly from RMS and the revenue for the nine months ended September 30, 2018 is exclusively RMS.~~2020.

~~For~~The Company recorded cost of sales for the three and nine ~~months~~ ended September 30, ~~2019 the~~2020 of approximately $161,000 and $608,000, respectively. The Company incurred approximately $550,000 and $1,539,000, in cost of sales, respectively. For the three and nine months ended September 30, 2018 the Company incurred approximately $504,000 and $1,979,000, in costs of sales, respectively. Therecorded cost of sales for the three and nine months ended September 30, 2019 ~~is derived predominantly from RMS~~of approximately $550,000 and ~~the~~$1,539,000, respectively. The decrease in cost of sales for the three and nine months ended September 30, ~~2018~~2020, as compared to the prior year is ~~exclusively from~~attributable to suspending operations of the ~~RMS business.~~
Biosciences division due to COVID-19 effective March 23, 2020. The Company’s cost of sales is comprised of two main components: medical supplies and personnel costs for the ~~biomedical services business, RMS.~~Biosciences division. Medical supplies are predominantly variable costs and based on the number of treatments provided; personnel expenses are also variable as these are hourly positions. The number of treatments ~~currently being~~ provided, during normal operations, can be handled adequately with the Company’s ~~present~~current level of personnel. The Company possesses the opportunity to increase the number of treatments performed without increasing personnel costs as it can leverage the current personnel’s availability until the Company’s treatment volume reaches critical mass. However, upon an increase in treatment volume beyond that capacity, the Company will need to hire additional personnel.

~~The increase in cost of sales for~~For the three and nine months ~~ending~~ended September 30, ~~2019 as compared to~~2020, the prior year is attributable to more treatments being completed. The decrease in cost of sales for the nine months ending September 30, 2019 as compared to the prior year is attributable to reduced costs for medical supply purchases from cost control initiatives as well as reduced variable costs associated with reduced revenue volumeCompany generated a gross profit totaling approximately $489,000 and ~~the ability to perform treatments using fewer staff members.~~
$1,078,000, respectively. For the three months and nine months ended September 30, 2019, the Company generated a gross profit totaling approximately $2,192,000 ~~(80%)~~ and $4,959,000, ~~(76%),~~ respectively. ~~For the three and nine months ended September 30, 2018, the Company generated a~~The decrease in gross profit totaling $1,033,000 (67%) and $4,902,000 (71%), respectively. The increase in gross margin for the three months ending September 30, 2019 as compared to the prior year is attributable to increased revenue and less than proportional cost of sales increases from cost controls for medical supply purchases and the ability to perform treatments using fewer staff members. The increase in gross margin for the nine months ended September 30, 2019, iswas due to ~~reduced cost~~suspending operations of ~~sales from cost controls for medical supply purchases~~the Biosciences division due to COVID-19 effective March 23, 2020 and ~~the ability to perform treatments using fewer staff members, net of revenue decline.~~
26
not reopening until August and September 2020.
Operating Expenses

Salaries and Related Costs

For the three and nine months ended September 30, 2020 the Company incurred approximately $606,000 and $2,425,000 in salaries and related costs, respectively. For the three and nine months ended September 30, 2019 the Company incurred approximately $1,914,000 and $7,079,000 in salaries and related costs, respectively. ~~For the three and nine months ended September 30, 2018, the Company incurred approximately $895,000 and $3,073,000, in salaries and related costs, respectively. Included~~The decrease in salaries and related costs for the three ~~and nine~~ months ended September 30, 2019 was approximately $1,690,000 in compensation expense related to the 4,225,634 shares of common stock valued at $.40 per share issued to Mr. William E. Horne on April 25, 2019. These shares were fully-vested upon the issuance of a restricted stock award, pursuant to his employment agreement with the Company, which stated that this award would be fully vested if it was not issued within fifteen days of the Merger. The restricted stock award was not issued within that time frame and was fully vested when issued. The Company recognized approximately $1,690,000 of compensation expense in the quarter ended June 30, 2019. The remaining increase in salaries and related costs2020 is ~~primarily~~mainly attributable to ~~the three~~a 40% reduction in clinical and nine months ended September 30, 2018 reflecting only the expenses of the RMS business and 2019 reflecting the consolidated costs for RMS and H-CYTE. Excluding the stock compensation expense of approximately $1,690,000, thecorporate staff due to LHI operations ceasing in March in response to COVID-19. The Company anticipates that salaries and related costs will ~~continue at a comparable or reduced level in~~be fairly consistent going forward as the ~~future~~. ~~Salary-related expenses are currently under review in order to determine cost-saving measures to assist the~~ Company shifts its business model in its pursuit of becoming a leading biomedical services company and ~~the Company may or may not reduce these expenses going forward.~~due to its recent cost reduction measures effective in March 2020.

Other General and Administrative

For the three and nine months ended September 30, 2020, the Company incurred approximately, $863,000, and $3,128,000 in other general and administrative costs, respectively. For the three and nine months ended September 30, 2019, the Company incurred approximately, $2,026,000, and $5,310,000 in other general and administrative costs, respectively. ~~For~~The decrease is primarily attributable to reduction in operating activities in the DenerveX division.
Of the total other general and administrative costs, for the three and nine months ended September 30, ~~2018, the Company incurred~~2020, professional fees were approximately ~~$809,000~~$393,000 and ~~$2,483,000, in other general and administrative costs,~~$1,179,000, respectively. The increase is attributable to the three and nine months ended September 30, 2018 reflecting only the expenses of the RMS business and 2019 reflecting the consolidated business costs for RMS and H-CYTE.
~~Of the total~~Total other general and administrative costs, for the three and nine months ended September 30, 2019, professional fees were approximately $523,000 and $1,379,000, respectively. ~~For the three and nine months ended September 30, 2018, professional fees were approximately $183,000 and $318,000, respectively.~~ Professional fees consist primarily of accounting, legal, patent and public company compliance costs as well as regulatory costs incurred to maintain CE Mark in Europe. The Company has incurred additional accounting, consulting and legal fees due to the cost of being a public company and costs related to the reverse acquisition accounting in 2019 and 2018.
~~The Company anticipates that the other~~costs. Other general and administrative expenses will continue at a comparable rate in the future and include the continued costs of operating as a public company.

Research and Development
For the three and nine months ended September 30, 2020, the Company incurred approximately $200,000 and $1,150,000 in research and development expenses, respectively. For the three and nine months ended September 30, 2019, the Company did not incur research and development expenses. The $1,150,000 expense was in connection with the Rion services agreement. An additional $350,000 in expense will be incurred upon the achievement of certain milestones in the services agreement. At this time, the Company is not able to estimate when these milestones will occur.
Advertising

For the three and nine months ended September 30, 2020, the Company had approximately $52,000 and $222,000 respectively, in advertising costs. For the three and nine months ended September 30, 2019, the Company had approximately $1,468,000 and $4,188,000 respectively, in advertising costs. The decrease is attributable mainly to the Company determining that its marketing channels were not yielding the expected results for promoting the Company’s Biosciences division. The Company expects advertising costs to increase back to first quarter 2020 levels over the remainder of the year as ~~compared~~the Company begins to ~~$279,000~~advertise again now that the LHI clinics are back in operation.
Depreciation and ~~$1,436,000 for~~Amortization
For the three and nine months ended September 30, ~~2018. The increases were attributable to increased marketing efforts to promote~~2020 the ~~Company’s healthcare medical biosciences business. We expect these expenses will continue at a comparable rate as we expand penetration~~Company recognized approximately $30,000 and $69,000 respectively, in ~~existing markets.~~
~~Depreciation~~depreciation and ~~Amortization~~
amortization expense. For the three and nine months ended September 30, 2019 the Company recognized approximately $212,000 and $632,000 respectively, in depreciation and amortization expense. ~~Of that,~~The decrease is mainly attributable to amortization expense declining from $368,000 and $552,000 in the ~~Company recognized~~three and nine months ended September 30, 2019, respectively to $0 in the three months and nine months ended September 30, 2020 due to the complete write-off of intangibles at fiscal year-end 2019.
Other Income (Expense)
Interest expense for the three and nine months ended September 30, 2020 was approximately ~~$184,000~~$1,039,000 and ~~$552,000~~$1,459,000, respectively. Interest expense for the three and nine months ended September 30, 2019 ~~respectively, in amortization expense related~~was approximately $80,000 and $259,000, respectively. The increase is attributable to the ~~technology intangibles~~bridge loan financing that ~~arose as a result~~the Company received in April 2020 which converted to Series A Preferred Stock.
The change in fair value of ~~the reverse merger by RMS of H-CYTE. For~~redemption put liability for the three and nine months ended September 30, ~~2018,~~2020 was $98,000 and $273,000, respectively. There was no change in fair value of redemption put liability for the ~~Company recognized~~three and nine months ended September 30, 2019. The change in fair value of the derivative liability - warrants for the three and nine months ended September 30, 2020 was approximately ~~$28,000~~$5,869,000 and ~~$80,000 respectively,~~$2,986,000, respectively. The change in ~~depreciation expense.~~fair value of the derivative liability - warrants for the three and nine months ended September 30, 2019 was approximately $884,000 and $884,000, respectively. The redemption put liability is related to the Series D Convertible Preferred Stock financing in the fourth quarter 2019. The Series B Convertible Preferred Stock’s derivative liability-warrants was recorded as a measurement period adjustment to the purchase price allocation related to the Merger in the third quarter of 2019.
Departure of Directors and Certain Officers, Election of Directors, Appointment of New Board Members and Officers.

On ~~January 8, 2019, in connection with the APA, the Board of Directors of~~February 29, 2020, the Company ~~(“the Board”) appointed Michael Yurkowsky and Raymond Monteleone as additional members of the Board.~~
Mr. Michael Yurkowsky is to receive $5,000 per Board meeting. Besides this arrangement, there are no arrangements or understandings between the Company and Mr. Yurkowsky and any other person or persons pursuant to which Mr. Yurkowsky was appointed as a member of the Board and there is no family relationship between Mr. Yurkowsky and any other director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.
Mr. Raymond Monteleone is to receive $5,000 per Board meeting. Besides this arrangement and the consulting agreement (see Note 8), there are no arrangements or understandings between the Company and Mr. Monteleone and any other person or persons pursuant to which Mr. Monteleone was appointed as a member of the Board and there is no family relationship between Mr. Monteleone and any other director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.
~~On February 4, 2019, the Board~~ accepted the ~~resignation~~resignations of ~~Mr. Charles Farrahar as the~~Briley Cienkosz, Chief ~~Financial~~Marketing Officer ~~effective immediately. Mr. Farrahar resigned as the~~and Gary Mancini, Chief ~~Financial~~Relationship Officer for personal reasons and not as a result of any disputes or ~~disagreements between Mr. Farrahar and the Company on any matter relating to the Company’s operations, policies, accounting policies, or practices.~~disagreements.

On ~~February 4, 2019,~~May 7, 2020, William Horne, the ~~Board of~~Company’s CEO and Chairman tendered his resignation as CEO effective when the Company ~~appointed~~finds a suitable replacement with more FDA experience. Until such successor is retained, Mr. ~~Jeremy Daniel~~Horne will remain as the ~~Chief Financial Officer of the Company. There are no arrangements or understandings between the Company and~~CEO. Mr. ~~Daniel.~~
~~On February 15, 2019, Dennis Moon resigned from~~Horne’s resignation does not pertain to his position as ~~the Executive Vice President~~Chairman of the ~~Company, effective immediately. Mr. Moon resigned from his position at the Company for personal reasons,~~Board or as a Director. The resignation was not as a result of ~~or caused by~~ any ~~disagreements between Mr. Moon and~~disagreement with the Company ~~on any matter relating to the Company’s operations,~~or its policies orand practices.

On ~~June 7, 2019,~~September 28, 2020, the ~~Board~~Company appointed ~~Briley Cienkosz~~Robert Greif as its Chief ~~Marketing Officer, Gary Mancini as~~Executive officer and President. Mr. Greif is 55 years old. Prior to joining the Company, Mr. Greif was the Chief ~~Relationship~~Commercial Officer and ~~Ann Miller as Chief Operating Officer~~business development Leader at Atox Bio, Inc. from February 2019 to November 2019. At Atox, Mr. Greif built the North American commercial organization in preparation for the launch of a first-in-class immunomodulatory. Prior to joining Atox, Mr. Greif led the commercial operations of rEvo Biologics, Inc., an orphan disease biotechnology company from May 2011 to February 2019. He also held a variety of business unit and commercial leadership roles at United Health Group Incorporated, Boehringer Ingelheim Group and Sanofi SA. The Company believes that Mr. Greif’s strong track record leading high-growth pharmaceutical and biotech businesses makes him qualified to serve in his role with the Company. There are no arrangements or understandings between the Company and these new officers. There are no family relationships between the new officers and any other director or executive officer of the Company, or any person nominated or chosen by the Company to become a director or executive officer.

On ~~July~~September 29, ~~2019,~~2020, Ann Miller resigned as the Board appointed Dr. Andre Terzic to the Board. Dr. Andre Terzic, 57, has served as a director at the Center for Regenerative Medicine of Mayo Clinic in Rochester, Minnesota for the last five years. Dr. Andre Terzic is the Chair of the Pharmaceutical Science and Clinical Pharmacology Advisory Committee of Food and Drug Administration, the President of the American Society for Clinical Pharmacology & Therapeutics, and one of the co-founders of Rion. Rion is a Minnesota Bio-tech Company focused on cutting-edge regenerative technologies. Dr. Terzic received his M.D. at University of Belgrade in Paris, France in 1985 and his Ph.D. from the Department of Pharmacology of University of Illinois in 1991.Company’s Chief Operating Officer.

On ~~July 30, 2019,~~September 29, 2020, Mr. William Horne resigned as the Board appointed Dr. Atta Behfar as a member of the Board. Dr. Atta Behfar, 42, has worked as a cardiologist at the Department of Cardiovascular Medicine of Mayo Clinic for the last five years. Dr. Atta Behfar is a Director of the Van Cleve Cardiac Regenerative Medicine program at Mayo ClinicCompany’s Chief Executive Officer and one of the founders of Rion. Dr. Behfar received a Bachelor of Science degree in Biochemistry from Marquette University in 1998 and a M.D. and Ph.D. from Mayo Clinic College of Medicine, Mayo Graduate School in 2006.President.

Funding Requirements

~~We anticipate our cash expenditures will increase as we~~The Company has historically incurred losses from operations and expects to continue to ~~operate~~generate negative cash flows as ~~a publicly traded entity, as we move forward with increased sales and marketing initiatives for~~ the ~~Biomedical products and services and investing in the Rion division~~Company’s generating activities are temporarily suspended and as ~~we incur losses associated with temporarily suspending the manufacture and sale of the DenerveX product. In addition,~~ the Company ~~is pursuing~~implements its business plan to focus on taking the ~~acquisition~~L-CYTE-01 protocol to the FDA for treatment of ~~new technologies to expand the business lines and with the intent of increasing profitability.~~
~~The present level of cash is insufficient to satisfy our current operating requirements.~~chronic lung diseases. The Company ~~is seeking additional sources of funds~~will need to raise cash from ~~the sale of~~debt and equity ~~or debt securities or through a credit facility.~~offerings to continue its operations. There can be no ~~assurances~~assurance that wethe Company will be ~~able to obtain additional financing on commercially reasonable terms, if at all.~~
The Company is pursuing raising additional funds from the sale of equity securities. On June 7, 2019 the Board approved a new private placements securities offering up to $8,500,000 of common stock at a price of $0.50 per share, and a three-year warrant to purchase such number of shares of common stock equal to fifty percent (50%) of the number of shares of common stock issuable as part of this Agreement (the “Warrants”), at an exercise price of $1.00 per share. The Company raised $100,000 from these new private placement securities since June 30, 2019. This offering was terminated on August 30, 2019.
The Company expects to close on $6,000,000 of the Series D Preferred offering replacing the $8,500,000 offering adopted by the Board on June 7, 2019, with an offering for up to $9,750,000. Such closing is expected to be completed by the end of November 2019.successful in doing so.

Going Concern

The Company reported a net income of approximately $3,950,000 and a net loss of approximately $4,899,000 for the three and nine months ended September 30, 2020, respectively. The Company incurred net losses of approximately ~~$11,615,000~~$2,624,000 and ~~$2,295,000~~$11,616,000 for the three and nine months ended September 30, 2019, ~~and 2018,~~ respectively.
The RMS products and services division will incur losses until sufficient revenue volume and geographical coverage is attained utilizing the infusion of capital resources to expand marketing and sales initiatives. The H-CYTE operations will continue to incur losses until the plan for the DenerveX System commercialization is determined and executed.

The Company’s independent registered public accounting firm has included an explanatory paragraph with respect to the Company’s ability to continue as a going concern in its report on the Company’s consolidated financial statements for the year ended December 31, ~~2018.~~2019. The presence of the going concern explanatory paragraph suggests that the Company may not have sufficient liquidity or minimum cash levels to operate the business. Since its inception, the Company has incurred losses and anticipates that the Company will continue to incur losses until its products can generate enough revenue to offset its operating expenses. The Company, through September 2019, had raised $7,100,000 (excluding $200,000 of debt conversions) year to date in additional cash to sustain the Company. Cash as of September 30, 2019 was approximately $368,000. The present level of cash is insufficient to satisfy our current operating requirements.
~~The Company is pursuing raising additional funds from the sale of equity securities.~~ In the third quarter of 2019, the Company raised $100,000 by selling 200,000 shares of commons stock at $0.50 per share. The Company also issued the investors 100,000 warrants with an exercise price of $1.00 per share. The Company expects to close on $6,000,000 of the Series D Preferred offering replacing the $8,500,000 offering adopted by the Board on June 7, 2019, with an offering for up to $9,750,000. Such closing is expected to be completed by the end of November 2019.
~~There can be no assurances that the Company will be able to obtain additional financing on commercially reasonable terms, if at all. If~~event the Company is ~~required~~unable to ~~curtail~~fund its operations ~~there would~~from existing cash on hand, operating cash flows, additional borrowings or raising equity capital, the Company may be ~~substantial doubt about~~forced to reduce our expenses, or discontinue operations. The consolidated financial statements do not include any adjustments relating to the ~~Company’s ability~~recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Liquidity and ~~Capital Resources~~Sources of Liquidity

~~Since its inception,~~With the Company historically having experienced losses, the primary source of liquidity has ~~incurred losses~~been raising capital through debt and ~~anticipates that we will continue to incur losses for the foreseeable future.~~equity offerings, as described below.

~~Sources~~Debt
On April 17, 2020, the Company entered into the April SPA with the Purchasers pursuant to which the Company received an aggregate of ~~Liquidity~~$2,842,695 in gross proceeds through the sale to the Purchasers of the April Secured Notes and April Warrants to purchase shares of common stock of the Company in the April Offering. After taking into account subsequent closings occurring after April 17, 2020, an aggregate of thirty-three Purchasers participated in the April Offering by purchasing April Secured Notes and April Warrants. The proceeds of the April Offering will be used for working capital and general corporate purposes. The April Offering resulted in the issuance of April Secured Notes in an aggregate principal amount of $2,842,695. As part of the April Offering, the Notes previously issued by the Company to the Investor on March 27, 2020 and April 9, 2020 were amended and superseded by an April Secured Note in the amount of $1,000,000 issued to the Investor. Additionally, in connection with the April Offering, the Company entered into an amendment with the Investor with respect to the outstanding 12% Senior Secured Convertible Note due September 30, 2020, which was originally issued in 2018 and assumed in the Merger and which was purchased by the Investor from its original holder, George Hawes, on March 27, 2020 (the “Hawes Notes”). The Hawes Notes had a principal balance of $424,615 as of March 31, 2020 and December 31, 2019. The amendment to the Hawes Notes among other things, eliminates the requirement that the Company make monthly payments of accrued interest.
As part of the April Offering, the holders of certain existing warrants issued by the Company which contained anti-dilution price protection entered into agreements terminating all anti-dilution price protection in their warrants. The Company intends to implement a one-time reduction of the exercise price of such warrants to be equal to the price per share at which shares of preferred stock are offered for purchase at the Qualified Financing once that price has been established.
The short-term notes, related parties, as of March 31, 2020 totaling $2,135,000 is comprised of loans made to the Company during 2019, by Horne Management, LLC, controlled by Chief Executive Officer, William E. Horne aggregating $1,635,000 and a Note in the amount of $500,000 from the Investor. On April 17, 2020, Mr. Horne agreed to convert the notes plus accrued interest owed to Horne Management, LLC, at the time of the Qualified Offering, into 4,368,278 shares of common stock and a ten-year warrant to purchase up to an equivalent number of shares of the Company’s common stock.
On September 11, 2020, the right to participate in the the registered rights offering (Registration No. 333-239629) of the Company expired. Pursuant to the rights offering, on September 24, 2020, the Company issued (i) 15,235,381 shares of its Series A preferred stock at a price of $0.014 per share to holders of its common stock who validly exercised their subscription rights prior to the expiration time and (ii) 203,049,643 shares of its Series A preferred stock to the standby purchasers as part of the standby commitment. The rights offering, including the standby component, resulted in gross proceeds to the Company of $3,055,985. While the rights offering expired on September 11, 2020, it was not consummated until September 24, 2020 while logistical closing conditions including the calculation and clearance of funds were being processed.
In addition, on September 24, 2020, the Company issued an aggregate of 323,844,416 shares of its Series A preferred stock to the holders of outstanding promissory notes in the aggregate principal amount and accrued interest of $4,483,618. The notes were converted pursuant to a mandatory conversion triggered by the completion of the rights offering. Such shares were issued under an exemption from registration in reliance on Section 3(a)(9) of the Securities Act. The original notes were issued in reliance on Section 4(a)(2) of the Securities Act.

Equity

On ~~January 8, 2019,~~September 11, 2020, the right to participate in the registered rights offering (Registration No. 333-239629) of the Company ~~entered into a securities purchase agreement (the “SPA”) with four purchasers (the “Purchasers”) pursuant~~expired. Pursuant to ~~which~~ the ~~four Purchasers invested in~~rights offering, on September 24, 2020, the Company an aggregate amount of $2,000,000, with $1,800,000 in cash and $200,000 by cancellation of debt as explained below, in exchange for forty (40) units (the “Units”), each consisting of a convertible note (the “Convertible Note”) with the principal amount of $50,000 and a warrant (the “Warrant”) to purchase common stock (the “common stock”) of the Company. Pursuant to this SPA, the Company initially offered a minimum of $1,000,000 and a maximum of $6,000,000, and subsequently increased to a maximum of $8,000,000 (the “Maximum Amount”) of Units at a price of $50,000 per Unit until the earlier of i) the closing of the subscription of the Maximum Amount and ii) March 31, 2019 (the “Termination Date”), subject to the Company’s earlier termination at its discretion. The SPA includes the customary representations and warranties from the Company and purchasers. Steve Gorlin, the Company’s former Chairman of the Board, converted a $200,000 promissory note owed to him by the Company in exchange for four (4) Units on the same terms as all other Purchasers.
Each Convertible Note offered by the Company as part of the Unit bears an interest rate of 12% per annum, has a principal amount of $50,000, shall mature in one year from the original issue date on January 8, 2019, and will be convertible intoissued (i) 15,235,381 shares of ~~common~~its Series A preferred stock at a price of ~~$0.40 subject~~$0.014 per share to ~~adjustment stated in the Convertible Note. Pursuant~~holders of its common stock who validly exercised their subscription rights prior to the ~~terms of the Convertible Note, each holder of the Convertible Notes shall not own more than 4.99% of the number of~~expiration time and (ii) 203,049,643 shares of ~~common~~its Series A preferred stock ~~outstanding immediately after giving effect~~ to the issuance of common stock issuable upon exercise of such Convertible Note. Upon default, the penalty interest rate of the Convertible Note shall rise to 18% per annum. In addition, pursuant to the SPA, the Company offers,standby purchasers as part of the ~~unit, warrants~~standby commitment. The rights offering, including the standby component, resulted in gross proceeds to ~~purchase~~ the ~~common stock at a price~~Company of ~~$0.75 per share (the “Exercise Price”), subject to adjustments stated therein.~~$3,055,985. While the rights offering expired on September 11, 2020, it was not consummated until September 24, 2020 while logistical closing conditions including the calculation and clearance of funds were being processed.

~~The holder of each Warrant may purchase~~
On September 24, 2020, the number of shares of common stock equal to the number of shares of common stock issuable upon conversion of each Convertible Note while the Warrant is exercisable. The Warrants have a term of three years and shall be exercised in cash or on a cashless basis as described in the Warrant. All of such notes have been converted intoCompany issued an aggregate of ~~18,000,000~~323,844,416 Preferred A shares to holders of ~~common stock.~~
Steve Gorlin, the Company’s former Chairman of the Board, converted a $200,000 promissory note owed to him by the Company pursuant to the same terms of the SPA entered into by other investors to consummate the acquisition in January 8, 2019. The promissory note was converted into an aggregate of 500,000 shares of common stock, eliminating the Company’s debt obligation.
~~Debt~~
~~On July 25 and July 26, 2019, the Company issued two~~outstanding promissory notes ~~(the “Notes”)~~ in the aggregate principal amount, accrued interest, and conversion of ~~$900,000~~certain warrants totaling $5,487,869. The notes were converted pursuant to ~~Horne Management, LLC, and controlled~~mandatory conversion triggered by ~~Mr. William E. Horne,~~ the ~~Chief Executive Officer (“CEO”)~~completion of the ~~Company. The Notes bear~~rights offering. Such shares were issued under an ~~interest rate of 5.5% per annum and are due~~exemption from registration in reliance on ~~demand. The Company has received the funds represented by the Notes. On September 26, 2019, the Company issued a promissory note to Horne Management, LLC, for $350,000. The Terms~~Section 3(a)(9) of the ~~Note are:~~
● ~~12% interest rate with a maturity date of April 28, 2020.~~
● If the Company does not pay back the principal and interest by December 28, 2019, the Company shall issue to Lender a three-year warrant to purchase 171,428 shares of the Company’s common stock at a purchase price of $0.75 per share.
● ~~If the Company is unable to pay the loan as of April 28, 2020, the interest rate increases to 15%.~~
~~On October 28, 2019 the Company~~Securities Act. The original notes were issued ~~a promissory note (the “Note”) with a principal amount of $150,000 to Horne Management, LLC and controlled by Mr. William E. Horne, the CEO~~in reliance on Section 4(a)(2) of the ~~Company. The Note bears an interest rate~~Securities Act. As a result of ~~12% per annum and is due on demand. The terms~~their participation in the backstop portion of the ~~note are:~~
● ~~12% interest rate with a maturity date of April 28, 2019~~
● ~~If the Company does not pay back the principal~~rights offering and ~~interest by December 28, 2019, the Company shall issue to Lender a three-year warrant to purchase 171,429 shares of the Company’s common stock at a purchase price of $0.75 per share.~~
● ~~If the Company is unable to pay the loan as of April 28, 2020, the interest rate increases to 15%.~~
~~On November 13, 2019~~ the ~~Company issued a~~conversion of their promissory ~~note (the “Note”) with a principal amount of $235,000 to Horne Management,~~notes, FWHC Holdings, LLC ~~and controlled by Mr. William E. Horne, the CEO of the Company. The Note bears an interest rate of 12% per annum and is due on demand. The terms of the note are:~~
● ~~12% interest rate with a maturity date of May 13, 2020.~~
● If the Company does not pay back the principal and interest by January 13, 2020, the Company shall issue to Lender a three-year warrant to purchase 268,571 shares of the Company’s common stock at a purchase price of $0.75 per share.
● ~~If the Company is unable to pay the loan as of April 28, 2020, the interest rate increases to 15%.~~
~~The $750,000 convertible notes payable assumed in the Merger, had a fair value~~became beneficial owners of approximately $598,000 on the acquisition date. Subsequently, on February 6, 2019, $100,000 of the outstanding Convertible Notes was converted into an aggregate of 250,000 shares of common stock, eliminating $100,00065% of the Company’s ~~debt obligation. The debt was converted into~~outstanding common stock. This percentage includes that shares ~~at $0.40 per share, which was the conversion price per the securities purchase agreement. The $650,000 remaining principal balance~~owned by FWHC Bridge, LLC and FWHC Bridge Friends, LLC who have indicated that they are part of ~~these convertible notes mature in August and September 2019. The convertible notes are secured by all the assets of the Company.~~a group with FWHC Holdings, LLC.
During the third quarter, the Company negotiated extensions of for two of these convertible notes until the closing of the Series D Preferred. The third note was extended to September 2020. The total liability covered by these notes is $775,000. The extensions required certain interest adjustments and transaction fees.
The Company has certain promissory notes with outstanding balances of approximately $95,000 at September 30, 2019. The notes had a maturity date of August 1, 2019, but the Company successfully reached an agreement on August 12, 2019 for an eighteen-month extension on the notes.
In connection with the APA, on January 8, 2019, Steve Gorlin, the Company’s former Chairman of the Board, converted a $200,000 promissory note owed to him by the Company pursuant to the same terms of the security purchase agreement entered into by other investors to consummate the acquisition in January 8, 2019. The promissory note was converted into an aggregate of 500,000 shares of common stock, eliminating the Company’s debt obligation.

Cash activity for the nine months ended September 30, ~~2019~~2020 and ~~the twelve months ended December 31, 2018~~2019 is summarized as follows:

Working Capital ~~Deficit~~Surplus/ (Deficit)

As Of As Of
September 30, 2019 December 31, 2018 September 30, 2020 December 31, 2019
Current Assets $ 764,000 $ 150,000 $ 3,556,000 $ 2,275,000
Current Liabilities 7,268,000 2,193,000 3,025,000 5,774,000
Working Capital Deficit $ 6,504,000 $ 2,043,000 $ 3,531,000 $ (3,499,000 )

Cash Flows

Cash activity for the nine months ended September 30, ~~2019~~2020 and ~~2018~~2019 is summarized as follows:

Nine Months Ended September 30,
2019 2018
Cash used in operating activities $ (7,906,764 ) $ (2,378,418 )
Cash used in investing activities (389,577 ) (207,895 )
Cash provided by financing activities 8,594,590 2,412,800
Net increase (decrease) in cash $ 298,249 $ (173,513 )
Nine months Ended September 30,
2020 2019
Cash used in operating activities $ (5,461,140 ) $ (7,906,764 )
Cash used in investing activities (2,285 ) (389,577 )
Cash provided by financing activities 7,476,576 8,594,590
Net increase in cash $ 2,013,151 $ 298,249

As of September 30, ~~2019,~~2020, the Company had approximately ~~$368,000~~$3,437,000 of cash on hand.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined in Regulation S-K Item 303(a)(4) during the periods presented, investments in special-purpose entities or undisclosed borrowings or debt. Additionally, we are not a party to any derivative contracts or synthetic leases.
Contractual Obligations and Commercial Commitments

~~Contractual Debt Obligations~~
~~Contractual debt obligations relate to financing arrangements for D&O and general liability insurance premiums that~~Notes payable were ~~financed at various points throughout 2018 and the first quarter of 2019, and two promissory notes and Convertible Notes~~ assumed in the ~~Merger.~~
~~These insurance financing arrangements require aggregate monthly payments of approximately $18,000, reflect interest rates ranging from 7% to 12.8%~~Merger and are to be paid in full by April 2020 and had balances of approximately $114,000 September 30, 2019 and $31,000 at December 31, 2018. Interest expense related to these insurance financing arrangements was approximately $2,200 and $5,200 for the three and nine months ended September 30, 2019, respectively, and was $0 for the three and nine months ended September 30, 2018 respectively.
~~Payments on both promissory notes assumed~~ are due in aggregate monthly installments of approximately ~~$5,700~~$5,800 and carry an interest rate of 5%. ~~Both notes~~Each note originally had a maturity date of August 1, ~~2019 and the~~2019. The Company ~~was successful in reaching~~finalized an ~~agreement resulting in the~~eighteen-month extension ~~on the notes until~~to March 1, ~~2020 with no change in the interest rate and no penalties were incurred.~~2021. The promissory notes ~~had~~have an aggregate outstanding ~~balances~~balance of approximately ~~$103,000 at date of the Merger~~$67,000 and ~~approximately $95,000~~$78,000 at September 30, ~~2019.~~
The Convertible Notes represent a securities purchase agreement with select accredited investors, which were assumed in the Merger. The debt consisted of $750,000 of Units at a purchase price of $50,000 per Unit. Each Unit consists of (i) a 12% senior secured convertible note, initially convertible into shares of the Company’s common stock, par value $0.001 per share, at a conversion price equal to the lesser of $0.40 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of equity and/or debt securities completed by the Company following this offering,2020 and (ii) a three-year warrant to purchase such number of shares of the Company’s common stock equal to one hundred percent (100%) of the number of shares of common stock issuable upon conversion of the notes at $0.40. The warrants were initially exercisable at a price equal to the lesser of $0.75 or ninety percent (90%) of the per share purchase price of any shares of common stock or common stock equivalents issued in future private placements of the debt and/or equity securities completed by the Company following the issuance of warrants.
The $750,000 Convertible Notes payable assumed in the acquisition transaction with RMS had a fair value of approximately $598,000 on the acquisition date. Subsequently, on February 6, 2019, $100,000 of the outstanding Convertible Notes was converted into an aggregate of 250,000 shares of common stock, eliminating $100,000 of the Company’s debt obligation. The debt was converted into shares at $0.40 per share, which was the conversion price per the securities purchase agreement. The $650,000 remaining principal balance of these convertible notes mature in August and SeptemberDecember 31, 2019. The Convertible Notes are secured by all the assets of the Company. The Company successfully negotiated an extension to the maturity date; for two of the three notes ($350,000) until the initial closing of the Series D Preferred and for the third note ($300,000) until September 30, 2020.
On February 6, 2019, $100,000 of the Company’s $750,000 outstanding Convertible Notes was converted into an aggregate of 277,778 shares of common stock, eliminating $100,000 of the Company’s debt obligation. The debt was converted into shares at $0.36 per share, which was the conversion price per the securities purchase agreement subsequent to the trigger of the down round feature.
On July 25, 2019 and July 26, 2019, H-CYTE, Inc. (the “Company”) issued two promissory notes (the “Notes”) in the principal amount (the “Principal Amount”) of $900,000 to Horne Management, LLC controlled by Mr. William E. Horne, the Chief Executive Officer of the Company. The Notes bear an interest rate of 5.5% per annum and are due on demand. The Company has ~~received the funds represented by the Notes.~~
~~In addition, awaiting the funding~~not made payments on this note since February 10, 2020, due to COVID-19, resulting in accrued interest of the capital raise to be closed in the early part of the fourth quarter, the Chief Executive Officer loaned H-CYTE $350,000 on September 26, 2019, for working capital purposes. The terms of the loan as follows:
● ~~12% interest rate with a maturity date of March 26, 2020.~~
● ~~If the Company is unable to pay the loan as of March 26, 2020, the interest rate increases to 15%.~~
● If the Company does not pay back the principal and interest by November 26, 2019, the Company shall issue to Lender a three-year warrant to purchase 400,000 shares of the Company’s common stock at a purchase price of $0.75 per share.
On October 28, 2019 the Company issued a promissory note (the “Note”) with a principal amount of $150,000 to Horne Management, LLC and controlled by Mr. William E. Horne, the CEO of the Company. The Note bears an interest rate of 12% per annum and is due on demand. The terms of the note are:
● ~~12% interest rate with a maturity date of April 28, 2019~~
● If the Company does not pay back the principal and interest by December 28, 2019, the Company shall issue to Lender a three-year warrant to purchase 171,429 shares of the Company’s common stock at a purchase price of $0.75 per share.
● ~~If the Company is unable to pay the loan as of April 28, 2020, the interest rate increases to 15%.~~
On November 13, 2019 the Company issued a promissory note (the “Note”) with a principal amount of $235,000 to Horne Management, LLC and controlled by Mr. William E. Horne, the CEO of the Company. The Note bears an interest rate of 12% per annum and is due on demand. The terms of the note are:
● ~~12% interest rate with a maturity date of May 13, 2020.~~
● If the Company does not pay back the principal and interest by January 13, 2020, the Company shall issue to Lender a three-year warrant to purchase 268,571 shares of the Company’s common stock at a purchase price of $0.75 per share.
● ~~If the Company is unable to pay the loan as of April 28, 2020, the interest rate increases to 15%.~~
~~Commitments~~
~~Biotechnology Agreement~~
The Company entered into a 10-year exclusive and extendable supply agreement with Rion that will enhance its existing cytotherapy product line, developing a disruptive technology for chronic obstructive pulmonary disease (“COPD”), the fourth leading cause of death in the U.S. Rion has established a novel technology to harness the healing power of the body. Rion’s novel exosome technology, based on science developed at Mayo Clinic, provides an off-the-shelf platform to enhance healing in soft tissue, musculoskeletal, cardiovascular and neurological organ systems.
With this agreement, Rion will serve as the product supplier and will co-develop a proprietary cellular platform with H-CYTE for the treatment of COPD. H-CYTE will control the commercial development and facilitate clinical trial investigation. After conducting joint research and development of these biologics, H-CYTE intends to pursue submission of an investigational new drug (IND) application for review by the U.S. Food and Drug Administration (“FDA”) for treatment of COPD.
~~Sublease Agreement~~
The Company entered into a sub-lease agreement for the lease in Alpharetta, Georgia. The period of the lease is from July 1, 2019 to December 31, 2020 and sublessee shall pay to sublessor a minimum rent, of $2,000 per month.
~~Consulting Agreements~~
The Company has reached a new agreement with Jesse Crowne, a former Director and Co-Chairman of the Board of the Company, to provide business development consulting services for a fee of $5,000 per month. The Company incurred expense of $10,000 and $49,999, for the three and nine months ended September 30, 2019 related to this consulting agreement. Since this agreement was assumed January 8, 2019 as part of the reverse merger transaction, there were no historical costs related to this prior to January 8, 2019.
The Company entered into a consulting agreement with LilyCon Investments, LLC effective February 1, 2019 for services related to evaluation and negotiation of future acquisitions, joint ventures, and site evaluations/lease considerations. The duration of the is for a period of twelve months in the amount of $12,500 per month with a $15,000 signing bonus which was paid in full during the quarter ending March 31, 2019. The agreement also provides LilyCon Investments with $35,000 in stock (calculated using an annual Variable Weighted Average Price from February 2019 through January 2020) to be granted on the one-year anniversary of this agreement, if the agreement has not been terminated prior to that date. Either party may terminate this agreement with or without cause upon 30 days written notice. For the three and nine months ended September 30, 2019, the Company has expensed a total of $37,500 and $115,000 in compensation to LilyCon Investments, respectively.
The Company entered into an oral consulting arrangement with St. Louis Family Office, LLC, controlled by Jimmy St. Louis, former CEO of RMS, in January 2019 in the amount of $10,000 per month plus benefits reimbursement for advisory services. The Company terminated this agreement effective June 30, 2019. For the three and nine months ended September 30, 2019, the Company has expensed $0 and $71,000 in consulting fees to St. Louis Family Office, respectively.
The Company entered into a consulting agreement with Strategos Public Affairs, LLC (Strategos) on February 15, 2019 for a period of twelve months, unless otherwise terminated by giving thirty days prior written notice. Strategos will provide information to key policymakers in the legislature and executive branches of government on the benefits of the cellular therapies offered by the Lung Health Institute, advocate for legislation that supports policies beneficial to patient access and oppose any legislation that negatively impacts the Company’s ability to expand treatment opportunities, and position the Company and its related entities as the expert for information and testimony. For the three and nine months ended September 30, 2019, the Company has expensed $22,500 and $48,500, respectively.
The Company entered into a consulting agreement with Goldin Solutions for media engagement and related efforts. The agreement was effective August 4, 2019 for a minimum period of six months including both proactive public relations and crisis management services, with a $33,000 monthly fee payable each month with a first month discount of $12,000. For the three and nine months ended September 30, 2019, the Company has expensed $54,000 and $54,000, respectively.
~~Distribution center and logistic services agreement~~
The Company has a non-exclusive distribution center agreement with a logistics service provider in Berlin, Germany pursuant to which they manage and coordinate the DenerveX System products which the Company exported to the EU through June 2019. The Company pays a fixed monthly fee of €4,500 (approximately $5,000) for all accounting, customs declarations and office support, and a variable monthly fee ranging from €1,900 to €6,900 (approximately $2,300 to $8,300), based off volume of shipments, for logistics, warehousing and customer support services.
Total expenses incurred for the distribution center and logistics agreement were approximately $10,080 and $40,080, respectively, for the three and nine months ended September 30, 2019. Since this agreement was assumed January 8, 2019 as part of the reverse merger transaction, there were no historical costs related to this prior to January 8, 2019. The Company reported a higher expense amount related to this agreement in the second quarter of 2019, but it was deemed an immaterial amount.
~~Patent Assignment and Contribution Agreements~~
The terms of a Contribution and Royalty Agreement dated January 31, 2013 with Dr. Scott Haufe, M.D was assumed in the Merger as of January 8, 2019. This agreement provides for the Company to pay Dr. Haufe royalties equal to 1% of revenues earned from sales of any and all products derived from the use of the DenerveX technology. Royalties are payable to Dr. Haufe within 30 days after the close of each calendar quarter based on actual cash collected from sales of applicable products. The royalty period expires on September 6, 2030.
The Company incurred approximately $0 and $1,100 respectively, in royalty expense under the Contribution and Royalty agreement for the three months and nine months ended September 30, 2019, all of which was included in accounts payable at September 30, 2019. Since this agreement was assumed January 8, 2019 as part of the Merger, there were no historical costs related to this prior to January 8, 2019.
~~Guarantee~~
The Company has guaranteed payments based upon the terms found in the management services agreements to two affiliated physicians related to LI Nashville, LI Scottsdale, LI Pittsburgh, and LI Dallas. For the three and nine months ending September 30, 2019, payments totaling approximately $42,000 and $105,000 respectively were made to these affiliates.$1,000.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

~~The Company maintains “disclosure~~We maintain disclosure controls and ~~procedures” as defined~~procedures designed to provide reasonable assurance that information required to be disclosed in ~~Rules 13a-15(e) and 15d-15(e)~~reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), ~~that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act~~ is recorded, processed, summarized and reported within the specified time periods ~~specified in the SEC’s rules~~ and ~~forms, and that such information is~~ accumulated and communicated to ~~the Company’s~~our management, including ~~its Chief Executive Officer, Chief Financial Officer,~~our principal executive officer and ~~Board of Directors,~~principal accounting officer, as appropriate to allow timely decisions regarding ~~required disclosures.~~disclosure.

Our Chief Executive Officer (our “CEO”) and our Chief Financial Officer (our “CFO”), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of September 30, 2020. In designing and evaluating the Company’s disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives, and the Company necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

~~The Company’s management, including its~~Based on such evaluation, our Chief Executive Officer and Chief Financial Officer ~~evaluated the effectiveness~~have concluded that, as of ~~the design and operation of~~September 30, 2020, the Company’s disclosure controls and procedures were not effective because of the prior year material weakness in our internal control over financial reporting as discussed below, and as a result, the Company engaged consultants to help mitigate this material weakness.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting as of September 30, ~~2019 and concluded~~2020, we determined that ~~the Company has~~control deficiencies still exist that constitute a material ~~weakness in~~weaknesses:
In light of the conclusion that our internal disclosure controls ~~and procedures~~were ineffective as of September 30, ~~2019.~~
~~The~~2020, we have applied procedures and processes as necessary to ensure the reliability of our financial reporting in regard to this quarterly report. Accordingly, the Company ~~has an ineffective control environment due~~believes, based on its knowledge, that: (i) this quarterly report does not contain any untrue statement of a material fact or omit to state a ~~lack of internal resources with expertise~~material fact necessary to ~~determine entries and disclosures related to some~~make the statements made, in light of the ~~Company’s more complex transactions. Management believes~~circumstances under which they were made, not misleading with respect to the period covered by this ~~lack~~report; and (ii) the financial statements, and other financial information included in this quarterly report, fairly present in all material respects our financial condition, results of ~~internal expertise has been somewhat mitigated by continuing to retain consultants with~~operations and cash flows as of and for the periods presented in this ~~expertise in the quarter ended September 30, 2019. This material weakness in the Company’s disclosure controls and procedures will be further remediated in 2019.~~
annual report.
Changes in Internal Control Over Financial Reporting

During the nine months ended September 30, ~~2019,~~2020, there were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceeding, nor is the Company’s property the subject of a pending legal proceeding. None of the Company’s directors, officers or affiliates are involved in a proceeding adverse to our business or has a material interest adverse to the Company’s business.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by 17 CFR 229.10(f)(1). Thus, we are not required to provide information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF ~~PROCEEDS~~PROCEEDS..

During the ~~three~~nine months ended September 30, ~~2019,~~2020, the Company received proceeds of $100,000 and issued ~~200,000~~2,449 of ~~common~~preferred stock at a price of ~~$0.50~~$40.617 per share, and a ~~three-year~~ten-year warrant to purchase ~~100,000~~244,996 shares of common stock at an exercise price of ~~$1.00~~$0.75 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Not applicable.

ITEM 6. EXHIBITS.

The exhibits listed in the accompanying Exhibit Index are filed, furnished or incorporated by reference as part of this Quarterly Report on Form 10-Q.
35
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 thereunto duly authorized.

Date: November ~~14, 2019~~13, 2020

H-CYTE, INC

By: /s/ ~~William E. Horne~~Robert S. Greif
~~William E. Horne~~Robert S. Greif

Chief Executive Officer
(Principal Executive Officer)

By: /s/ Jeremy Daniel
Jeremy Daniel

Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
EXHIBIT INDEX

31.1 Section 302 Certification of Principal Executive Officer*
31.2 Section 302 Certification of Principal Financial Officer*
32.1 Section 906 Certification of Principal Executive Officer and Principal Financial Officer***
101.INS XBRL Instance Document **
101.SCH XBRL Taxonomy Extension Schema Document **
101.CAL XBRL Taxonomy Calculation Linkbase Document **
101.LAB XBRL Taxonomy Labels Linkbase Document **
101.PRE XBRL Taxonomy Presentation Linkbase Document **
101.DEF XBRL Definition Linkbase Document **

* Filed herewith.

** Pursuant to Rule 406T of Regulation S-T adopted by the SEC, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under these sections.

*** This certification is being furnished solely to accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, and it is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
40

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Revenues	$	2,742,442		$	1,536,990		$	6,498,404		$	6,880,794
Cost of Sales		(550,139	)		(503,755	)		(1,539,104	)		(1,979,128	)
Gross Profit		2,192,303			1,033,235			4,959,300			4,901,666

Operating Expenses
Salaries and related costs		1,913,845			894,773			7,078,531			3,072,807
Other general and administrative		2,025,980			809,119			5,309,791			2,482,789
Advertising		1,467,691			278,942			4,188,087			1,435,784
Depreciation & amortization		211,885			35,371			631,722			84,259
Total Operating Expenses		5,619,401			2,018,205			17,208,131			7,075,639

Operating Loss		(3,427,098	)		(984,970	)		(12,248,831	)		(2,173,973	)

Other Income (Expense)
Other income		--			--			2,153			--
Foreign currency transaction gain		--			--			6,837			--
Change in fair value of derivative liability - warrants		883,527			--			883,527			--
Interest expense		(80,092	)		(50,281	)		(259,436	)		(121,200	)
Total Other Income (Expenses)		803,435			(50,281	)		633,081			(121,200	)

Net Loss	$	(2,623,663	)	$	(1,035,251	)	$	(11,615,750	)	$	(2,295,173	)

Dividend on outstanding Series B Preferred Stock		21,000			--			66,639			--
Deemed dividend on adjustment to exercise price on convertible debt and certain warrants		--			--			404,384			--
Deemed dividend on beneficial conversion features		--			--			32,592			--
Net loss attributable to common stockholders	$	(2,644,663	)	$	(1,035,251	)	$	(12,119,365	)	$	(2,295,173	)

Loss per share – Basic and Diluted	$	(0.03	)	$	(0.03	)	$	(0.13	)	$	(0.07	)
Weighted average outstanding shares used to compute basic and diluted net loss per share		98,991,805			33,661,388			96,150,811			33,661,388

	Three months ended Sept 30,						Nine months ended Sept 30,
	2020			2019			2020			2019
Revenues	$	649,892		$	2,742,442		$	1,686,168		$	6,498,404
Cost of Sales		(161,252	)		(550,139	)		(608,079	)		(1,539,104	)
Gross Profit		488,640			2,192,303			1,078,089		��	4,959,300

Operating Expenses
Salaries and related costs		606,294			1,913,845			2,425,094			7,078,531
Other general and administrative		542,317			2,025,980			2,807,350			5,309,791
Research and development		201,658			-			1,151,658			-
Advertising		51,643			1,467,691			222,196			4,188,087
Depreciation and amortization		30,095			211,885			69,447			631,722
Total Operating Expenses		1,432,007			5,619,401			6,675,745			17,208,131

Operating Loss		(943,367	)		(3,427,098	)		(5,597,656	)		(12,248,831	)

Other Income (Expense)
Other income (expense)		(34,504	)		-			(25,182	)		8,990
Interest expense		(1,039,349	)		(80,092	)		(1,458,521	)		(259,436	)
Change in fair value of redemption put liability		97,997			-			272,705			-
Loss on derivative instrument		-			-			(2,306,121	)		-
Gain on extinguishment of debt		-			-			1,300,088			-
Warrant modification expense		-			-			(70,851	)		-
Change in fair value of derivative liability - warrants		5,869,102			883,527			2,986,853			883,527
Total Other Income (Expense)		4,893,246			803,435			698,971			633,081

Net Income (Loss)	$	3,949,879		$	(2,623,663	)	$	(4,898,685	)	$	(11,615,750	)

Accrued dividends on outstanding Series B Convertible Preferred Stock		7,856			21,000			44,456			66,639
Deemed dividend on adjustment to exercise price on convertible debt and certain warrants		-			-			-			404,384
Deemed dividend on Series D Convertible Preferred Stock		36,450			-			277,719			-
Deemed dividend on beneficial conversion features		-			-			-			32,592
Net Income (Loss) attributable to common stockholders	$	3,905,573		$	(2,644,663	)	$	(5,220,860	)	$	(12,119,365	)

Net Income (Loss) per share
Basic	$	0.03		$	(0.03	)	$	(0.05	)	$	(0.13	)
Diluted	$	0.01		$	(0.03	)		(0.05	)	$	(0.13	)

Weighted average outstanding shares - basic		116,970,322			98,991,805			106,691,185			96,150,811
Weighted average outstanding shares - diluted		664,244,972			98,991,805			106,691,185			96,150,811

For the Three Months Ended	Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Non-controlling			Total Stockholders’ (Deficit)
September 30, 2019	Shares		Amount		Shares		Amount		Capital			Deficit			Interest			Equity
Balances – June 30, 2019		7,000	$	7		98,886,360	$	98,887	$	25,705,975		$	(13,480,691	)	$	(370,132	)	$	11,954,046
Issuance of common stock in connection with private placement offering		—		—		200,000		200		77,164			—			—			77,364
Issuance of warrants in connection with private placement offering		—		—		—		—		22,636			—			—			22,636
Issuance of common stock in exchange for consulting services		—		—		150,000		150		43,349			—			—			43,499
Derivative liability adjustment (Note12)		—		—		—		—		(116,842	)		116,842			—			—
Issuance of warrants pursuant to extension of maturity date on convertible debt		—		—		—		—		106,158			—			—			106,158
Stock based compensation		—		—		—		—		1,473			—			—			1,473
Dividends payable		—		—		—		—		(21,000	)		—			—			(21,000	)
Net loss		—		—		—		—		—			(2,623,663	)		—			(2,623,663	)
Balances - September 30, 2019		7,000	$	7		99,236,360	$	99,237	$	25,818,913		$	(15,987,512	)	$	(370,132	)	$	9,560,513

For the Nine Months Ended	Preferred Stock						Common Stock				Additional Paid-in			Accumulated			Non-controlling			Total Stockholders’ (Deficit)
September 30, 2019	Shares			Amount			Shares		Amount		Capital			Deficit			Interest			Equity
Balances - December 31, 2018		—		$	—			33,661,388	$	33,661	$	3,566,339		$	(9,296,408	)	$	(370,132	)	$	(6,066,540	)
Purchase accounting entries due to the purchase transaction		9,250			9			24,717,217		24,717		12,657,182			—			—			12,681,908
Adjustment for assets and liabilities not included in purchase transaction		—			—			—		—		—			5,244,780			—			5,244,780
Issuance of common stock in connection with private placement offering		—			—			17,700,000		17,700		4,402,087			—			—			4,419,787
Issuance of warrants in connection with private placement offering		—			—			—		—		2,663,797			—			—			2,663,797
Issuance of common stock pursuant to conversion of short-term debt		—			—			500,000		500		125,437			—			—			125,937
Issuance of warrants pursuant for repayment of short-term debt		—			—			—		—		74,063			—			—			74,063
Issuance of additional exchange shares (Note 3)		—			—			17,263,889		17,264		(17,264	)		—			—			—
Issuance of common stock pursuant to conversion of convertible short-term debt		—			—			250,000		250		99,750			—			—			100,000
Conversion of Preferred Series B Stock and accrued dividends		(2,250	)		(2	)		604,167		605		(603	)		—			—			—
Issuance of common stock to pay accrued interest on convertible short-term debt		—			—			1,667		2		665			—			—			667
Issuance of common stock in exchange for consulting fees incurred		—			—			280,085		280		95,253			—			—			95,533
Adjustment of exercise price on convertible debt		—			—			—		—		287,542			(287,542	)		—			—
Issuance of common stock to pay accrued dividends on Preferred Series B stock		—			—			32,313		32		12,894			—			—			12,926
Beneficial conversion on Preferred Series B Stock		—			—			—		—		32,592			(32,592	)		—			—
Issuance of common stock per restricted stock award to executive (Note 9)		—			—			4,225,634		4,226		1,686,028			—			—			1,690,254
Issuance of warrants pursuant to extension of maturity date on convertible debt		—			—			—		—		106,158			—			—			106,158
Stock based compensation		—			—			—		—		93,632			—			—			93,632
Dividends payable		—			—			—		—		(66,639	)		—			—			(66,639	)
Net loss		—			—			—		—		—			(11,615,750	)		—			(11,615,750	)
Balances - September 30, 2019		7,000		$	7			99,236,360	$	99,237	$	25,818,913		$	(15,987,512	)	$	(370,132	)	$	9,560,513

	Preferred Series A Stock				Preferred Series B Stock				Common Stock				Additional Paid-in			Accumulated			Non-Controlling			Total Stockholders’ (Deficit)
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Interest			Equity
Balance - June 30, 2019 (unaudited)		—		—		7,000	$	7		98,886,360	$	98,887	$	25,705,975		$	(13,480,691	)	$	(370,132	)	$	11,954,046
Issuance of Common Stock in connection with private placement offering		—		—		—		—		200,000		200		77,164			—			—			77,364
Issuance of warrants in connection with private placement offering		—		—		—		—		—		—		22,636			—			—			22,636
Issuance of Common Stock in exchange for consulting services		—		—		—		—		150,000		150		43,349			—			—			43,499
Derivative liability adjustment		—		—		—		—		—		—		(116,842	)		116,842			—			—
Issuance of warrants pursuant to extension of maturity date on convertible debt		—		—		—		—		—		—		106,158			—			—			106,158
Stock based compensation		—		—		—		—		—		—		1,473			—			—			1,473
Dividends payable		—		—		—		—		—		—		(21,000	)		—			—			(21,000	)
Net loss		—		—		—		—		—		—		—			(2,623,663	)		—			(2,623,663	)
Balance September 30, 2019 (unaudited)		—	$	-		7,000	$	7		99,236,360	$	99,237	$	25,818,913		$	(15,987,512	)	$	(370,132	)	$	9,560,513

	Nine Months Ended						Nine Months Ended September 30,
	September 30, 2019			September 30, 2018			2020			2019
Cash Flows from Operating Activities
Net loss	$	(11,615,750	)	$	(2,295,173	)	$	(4,898,685	)	$	(11,615,750	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		631,722			84,259			69,447			631,722
Amortization of debt discount		151,881			--			1,395,007			151,881
Interest and penalties on extension of short-term convertible notes		124,615			--			--			124,615
Stock-based compensation		1,783,886			--			643			1,783,886
Loss on write-off of inventory		5,205			--			--			5,205
Common stock issued for consulting services		95,533			--			35,000			95,533
Income from change in fair value adjustment of derivative liability - warrants		(883,527	)		--
Change in fair value adjustment of derivative liability - warrants								(2,986,853	)		(883,527	)
Change in fair value of redemption put liability								(272,705	)		--
Change in fair value of Derivative Liability - Day one derivative loss								2,306,121
Issuance of warrants to extend convertible debt								17,636			106,158
Bad Debt Expense								--			60,112
Issuance of warrants to extend short-term debt		106,158			--			6,595
Bad debt expense		60,112			--
Changes in operating assets and liabilities, net of purchase transaction:
Gain on conversion of short-term notes, related party								(1,300,088	)		--
Warrant modification expenses								70,851
Changes in operating assets and liabilities, net of purchase transaction :
Accounts receivable		63,707			(6,903	)		20,167			63,707
Other receivables		(28,724	)		--			16,372			(28,724	)
Accounts receivable from related parties		--			(8,824	)
Prepaid expenses and other assets		(140,304	)		89,078			707,457			(140,304	)
Interest payable		(25,381	)		98,286			35,565			(25,381	)
Accounts payable		486,196			207,265			(237,419	)		486,196
Accrued liabilities		(102,099	)		(96,667	)		(21,206	)		(102,099	)
Other current liabilities		354,340			(57,801	)		(15,680	)		354,340
Dividend payable		(12,928	)		--			-			(12,928	)
Deferred revenue		1,038,594			(391,938	)		(409,375	)		1,038,594

Net Cash Used in Operating Activities		(7,906,764	)		(2,378,418	)		(5,461,140	)		(7,906,764	)

Cash Flows from Investing Activities
Purchases of property and equipment		(17,238	)		(207,895	)
Purchase of property and equipment								(2,285	)		(17,238	)
Purchase of business, net of cash acquired		(302,710	)		--			--			(302,710	)
assets not included in purchase transaction		(69,629	)		--
Net assets not included in purchase transaction								--			(69,629	)
Net Cash Used in Investing Activities		(389,577	)		(207,895	)		(2,285	)		(389,577	)

Cash Flows from Financing Activities
Payments on short-term related party notes		(180,000	)		(4,944	)		--			(180,000	)
Proceeds from short-term related party notes		1,250,000			--			--			1,250,000
Payment of dividends		(6,136	)		--			--			(6,136	)
Proceeds from debt obligations		277,519			50,020			809,082			277,519
Payment on debt obligations		(130,377	)		--			(10,937	)		(130,377	)
Proceeds from common stock		4,419,787			--
Proceeds from warrants		2,663,797			--
Proceeds from issuance of common stock								--			4,419,787
Proceeds from issuance of warrants								3,842,695			2,663,797
Proceeds from shareholder contributions		300,000			--			--			300,000
Proceeds from convertible debt to a related party		--			2,367,724
Proceeds from issuance of Preferred Stock Series D								100,000			--
Proceeds from issuance Preferred Stock Series A, net of issuance costs								2,735,736			--
Net Cash Provided by Financing Activities		8,594,590			2,412,800			7,476,576			8,594,590

Net Increase (Decrease) in Cash		298,249			(173,513	)
Net Increase in Cash								2,013,151			298,249

Cash - Beginning of period		69,628			251,330			1,424,096			69,628

Cash - End of period	$	367,877		$	77,817		$	3,437,247		$	367,877

Supplementary Cash Flow Information
Cash paid for interest	$	132,937		$	20,900		$	17,066		$	132,937

Non-cash investing and financing activities
Common stock issued to pay accrued dividends	$	12,928		$	--
Deemed dividends	$	436,976		$	--
Conversion of debt obligations to common stock	$	225,937		$	--
Commons stock issued to pay accrued dividends							$	--		$	12,928
Deemed Dividend on Series D Convertible Preferred Stock							$	314,926		$	436,976
Conversion of debt obligations to Common Stock							$	--		$	225,937
Conversion of Series D Preferred Stock to Common Stock							$	6,438,214		$	--
Conversion of related party (Horne) warrants to equity							$	107,123		$	--
Reclassification of Series B warrants to equity							$	73,805		$	--
Reclassification of Series D warrants to equity							$	337,400		$	--
Issuance of Common Stock in exchange for consulting fees							$	35,000		$	--
Conversion of debt obligations to warrants	$	74,063		$	--		$	--		$	74,063
Issuance of warrants to extend short-term debt	$	106,158		$	--		$	6,595		$	106,158
Conversion of short-term related party notes payable to common stock	$	114,000		$	--
Conversion of note and accrued interest to common stock and warrants	$	607		$	--
Issuance of warrants pursuant to extension of convertible short-term notes							$	17,636		$	--
Conversion of Series B Preferred Stock to Common Stock							$	153,097		$	--
Conversion of short-term related party notes payable to Common Stock							$	--		$	114,000
Conversion of short-term related party convertible notes to Preferred Stock							$	412,541		$	--
Conversion of short-term convertible notes to Preferred Stock							$	4,751,484		$	--
Conversion of note and accrued interest to Common Stock and warrants							$	--		$	607
Interest and penalties on extension of short-term convertible notes	$	253,607		$	--		$	--		$	253,607
Dividends accrued	$	66,639		$	--
Repurchase of non-controlling interest	$	--		$	33,805
Dividends accrued on Series B Preferred Stock							$	44,456		$	66,639
Adjustment of exercise price on convertible debt							$	438,913		$	--
Issuance of Common Stock in connection with extinguishment of short-term notes, related parties							$	218,414		$	--
Issuance of Warrants in connection with Series D Convertible Preferred Stock							$	31,902		$	--

Common shares issued and outstanding		24,717,271
Common shares reserved for issuance upon conversion of the outstanding Series B Preferred Stock		2,312,500
Total Common shares		27,029,771
Closing price per share of MedoveX Common stock on January 8, 2019	$	0.40
		10,811,908
Fair value of outstanding warrants and options		2,220,000
Cash consideration to RMS		(350,000	)
Total consideration	$	12,681,908

Notes payable	$	99,017
Short-term convertible notes payable		598,119
Dividend payable		57,813
Deferred rent		267
Total interest-bearing and other liabilities	$	755,216

	Three Months Ended			Nine Months Ended
	September 30, 2019			September 30, 2019
Revenues	$	28,405		$	63,910
Net loss attributable to MedoveX		(7,203	)		(1,956,705	)

	For the Three Months Ended September 30, 2018
	RMS			MedoveX			Pro Forma
Revenues	$	1,536,990		$	206,159		$	1,743,149
Net loss		(1,035,251	)		(1,382,275	)		(2,417,526	)
Net loss attributable to common shareholders		(1,035,251	)		(1,512,326	)		(2,547,577	)

Loss per share- basic and diluted	$	(0.03	)	$	(0.06	)	$	(0.04	)

	For the Nine Months Ended September 30, 2018
	RMS			MedoveX			Pro Forma
Revenues	$	6,880,794		$	598,773		$	7,479,567
Net loss		(2,295,173	)		(3,721,958	)		(6,017,131	)
Net loss attributable to common shareholders		(2,295,173	)		(4,119,068	)		(6,414,241	)

Loss per share- basic and diluted	$	(0.07	)	$	(0.18	)	$	(0.11	)

Common shares issued and outstanding		24,717,270
Common shares reserved for issuance upon conversion of the outstanding Series B Preferred Stock		2,312,500
Total Common shares		27,029,770
Closing price per share of MedoveX Common stock on January 8, 2019	$	0.40
		10,811,908
Fair value of outstanding warrants and options		2,220,000
Cash consideration to RMS		(350,000	)
Total consideration	$	12,681,908

Remainder of 2019	$	138,000
2020		482,000
2021		155,000
2022		103,000
2023		69,000
	$	947,000

	September 30, 2020			December 31, 2019

Operating leases right-of-use assets	$	373,121		$	738,453
Lease liability, current portion		247,552			453,734
Lease liability, net of current portion		143,258			302,175
Total operating lease liabilities	$	390,810		$	755,909
Weighted average remaining lease term		1.67 years			2.25 years
Weighted average discount rate		7.75	%		7.75	%

	Operating leases

Remainder of 2020	$	116,000
2021		221,000
2022		103,000
2023		69,000
Total lease payments		509,000
Less: Interest		(118,190	)
Total lease liability	$	390,810

	Useful Life	September 30, 2019			December 31, 2018			Useful Life	September 30, 2020			December 31, 2019
Furniture and fixtures	5-7 years	$	147,870		$	149,285		5-7 years	$	231,222		$	231,222
Computers and software	3-7 years		361,986			278,234		3-7 years		246,323			244,039
Leasehold improvements	15 years		157,107			156,133		15 years		157,107			157,107
			666,963			583,652				634,652			632,368
Less accumulated depreciation			(431,738	)		(316,736	)
Less: accumulated depreciation										(482,111	)		(412,665	)

Total		$	235,225		$	266,916			$	152,541		$	219,703

Remainder of 2019	$	184,000
2020		736,000
2021		736,000
2022		736,000
2023		736,000
Total	$	3,128,000

	●	~~12% interest rate with a maturity date of March 26, 2020.~~
	●	If the Company does not pay back the principal and interest by November 26, 2019, the Company shall issue to Lender a three-year warrant to purchase 400,000 shares of the Company’s common stock with a purchase price of $0.75 per share.
	●	~~If the Company is unable to pay the loan as of March 26, 2020, the interest rate increases to 15%.~~

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Term (Years)		Shares			Weighted Average Exercise Price		Weighted Average Remaining Term (Years)
Outstanding at December 31, 2018		—		$	—		—		—			—		—

Assumed with the RMS merger transaction		557,282		$	2.78		6.06		557,282		$	2.78		6.06
Other activity since January 8, 2019:
Granted		250,000		$	0.40		9.27		250,000			0.40		9.27
Cancelled		(289,774	)	$	2.46		—
Expired/Cancelled									(289,774	)		2.46		—
Outstanding at September 30, 2019		517,508		$	1.81		7.62		517,508		$	1.81		7.62
Exercisable at September 30, 2019		508,007		$	1.81		7.62		508,007		$	1.81		7.62

Outstanding at December 31, 2019									425,000		$	1.38		7.71
Granted									—			—		—
Expired/Cancelled									(15,000	)		1.35		—
Outstanding and exercisable at September 30, 2020									410,000		$	1.39		6.98

Derivative Liability - Warrants

Balance at December 31, 2019	$	315,855
Series D Warrant reclass from equity to liability classification		509,764
Warrants issued with modification of Horne Note		198,994
Warrants issued with April 17, 2020 financing		6,148,816
Fair value adjustments		(2,986,853	)
Warrant reclassification from liability to equity classification		(4,186,574	)
Balance at September 30, 2020	$	—

	Shares		Weighted Average Exercise Price			Weighted Average Remaining Contractual Life
Assumed as of the January 8, 2019 merger		12,108,743	$	1.38			1.78

Issued		20,647,437	$	0.72			2.36
Outstanding and exercisable at September 30, 2019		32,756,180	$	.96	⁽¹⁾⁽²⁾		2.15

Event Description	Date	H-CYTE Stock Price		Exercise Price of Warrant		Grant Date Fair Value		Life of Warrant	Risk Free Rate of Return (%)		Annualized Volatility Rate (%)		Date	Number of Warrants		H-CYTE Stock Price		Exercise Price of Warrant		Grant Date Fair Value		Life of Warrant		Risk Free Rate of Return (%)		Annualized Volatility Rate (%)
Private placement	1/8/2019	$	0.40	$	0.75	$	0.24	3 years		2.57		115.08	1/8/2019		5,000,000	$	0.40	$	0.75	$	0.24		3 years		2.57		115.08
Antidilution provision⁽³⁾⁽¹⁾	1/8/2019	$	0.40	$	0.40	$	0.28	3 years		2.57		115.08	1/8/2019		2,023,438	$	0.40	$	0.40	$	0.28		3 years		2.57		115.08
Private placement	1/18/2019	$	0.40	$	0.75	$	0.23	3 years		2.60		114.07	1/18/2019		6,000,000	$	0.40	$	0.75	$	0.23		3 years		2.60		114.07
Private placement	1/25/2019	$	0.59	$	0.75	$	0.38	3 years		2.43		113.72	1/25/2019		1,250,000	$	0.59	$	0.75	$	0.38		3 years		2.43		113.72
Private placement	1/31/2019	$	0.54	$	0.75	$	0.34	3 years		2.43		113.47	1/31/2019		437,500	$	0.54	$	0.75	$	0.34		3 years		2.43		113.47
Private placement	2/7/2019	$	0.57	$	0.75	$	0.36	3 years		2.46		113.23	2/7/2019		750,000	$	0.57	$	0.75	$	0.36		3 years		2.46		113.23
Private placement	2/22/2019	$	0.49	$	0.75	$	0.30	3 years		2.46		113.34	2/22/2019		375,000	$	0.49	$	0.75	$	0.30		3 years		2.46		113.34
Private placement	3/1/2019	$	0.52	$	0.75	$	0.33	3 years		2.54		113.42	3/1/2019		125,000	$	0.52	$	0.75	$	0.33		3 years		2.54		113.42
Private placement	3/8/2019	$	0.59	$	0.75	$	0.38	3 years		2.43		113.53	3/8/2019		150,000	$	0.59	$	0.75	$	0.38		3 years		2.43		113.53
Private placement	3/11/2019	$	0.61	$	0.75	$	0.40	3 years		2.45		113.62	3/11/2019		2,475,000	$	0.61	$	0.75	$	0.40		3 years		2.45		113.62
Private placement	3/26/2019	$	0.51	$	0.75	$	0.32	3 years		2.18		113.12	3/26/2019		500,000	$	0.51	$	0.75	$	0.32		3 years		2.18		113.12
Private placement	3/28/2019	$	0.51	$	0.75	$	0.31	3 years		2.18		112.79	3/28/2019		375,000	$	0.51	$	0.75	$	0.31		3 years		2.18		112.79
Private placement	3/29/2019	$	0.51	$	0.75	$	0.31	3 years		2.21		112.79	3/29/2019		62,500	$	0.51	$	0.75	$	0.31		3 years		2.21		112.79
Private placement	4/4/2019	$	0.48	$	0.75	$	0.29	3 years		2.29		112.77	4/4/2019		500,000	$	0.48	$	0.75	$	0.29		3 years		2.29		112.77
Private placement	7/15/2019	$	0.53	$	1.00	$	0.31	3 years		1.80		115.50	7/15/2019		200,000	$	0.53	$	1.00	$	0.31		3 years		1.80		115.50
Convertible debt extension	9/18/2019	$	0.40	$	0.75	$	0.25	3 years		1.72		122.04	9/18/2019		424,000	$	0.40	$	0.75	$	0.25		3 years		1.72		122.04
Private placement of Series D Convertible Preferred Stock													11/15/2019		14,669,757	$	0.28	$	0.75	$	0.19		10 years		1.84		89.75
Short-term note related party													11/26/2019		400,000	$	0.20	$	0.75	$	0.13		3 years		1.58		144.36
Short-term note, related party													12/30/2019		171,429	$	0.14	$	0.75	$	0.08		3 years		1.59		145.29
Short-term note, related party													1/13/2020		268,571	$	0.12	$	0.75	$	0.07		3 years		1.60		145.76
Private placement of Series D Convertible Preferred Stock													1/17/2020		244,996	$	0.15	$	0.75	$	0.13		10 years		1.84		144.32
Granted for bridge financing													4/8/2020		296,875	$	0.05	$	0.40	$	0.04		3 years		0.34		131.82
Short-term note, related party conversion													4/17/2020		4,368,278	$	0.05	$	0.014	$	0.05		10 years		0.65		102.54
Granted for bridge financing⁽²⁾													9/11/2020		363,146,765	$	0.05	$	0.014	$	0.017		10 years		0.65		96.97

November 21, 2019 Series D Convertible Preferred and warrant financing:	Proceeds Allocation			Financing Cost Allocation			Total Allocation
Gross proceeds	$	6,000,000		$	—		$	6,000,000
Financing costs paid in cash		—			(111,983	)		(111,983	)
	$	6,000,000		$	(111,983	)	$	5,888,017

Derivative Liability:
Derivative Put Liability	$	(614,095	)	$	—		$	(614,095	)
Deferred Financing costs		—			8,100			8,100

Redeemable preferred stock:
Series D Convertible Preferred Stock		(2,869,854	)		—			(2,869,854	)
Financing costs (APIC)		—			1,106			1,106
Financing costs (Retained Earnings)		—			66,265			66,265
Beneficial Conversion Feature		(623,045	)		—			(623,045	)

Investor Warrants (equity classified):
Proceeds allocation		(1,893,006	)		—			(1,893,006	)
Financing costs (APIC)		—			36,512			36,512
	$	(6,000,000	)	$	111,983		$	(5,888,017	)

January 17, 2020 Series D Convertible Preferred and warrant financing:	Proceeds Allocation
Gross proceeds	$	100,000
Financing costs paid in cash		—
	$	100,000

Derivative Liability:
Derivative Put Liability	$	(5,306	)

Redeemable preferred stock:
Series D Convertible Preferred Stock		(62,792	)

Investor Warrants (equity classified):
Proceeds allocation		(31,902	)

	$	(100,000	)

	●	~~12% interest rate with a maturity~~ date ~~of April 28, 2020.~~
	●	If the Company does not pay back the principal and interest by December 28, 2019, the Company shall issue to Lender a three-year warrant to purchase 171,429 shares of the Company’s common stock at a purchase price of $0.75 per share.
	●	~~If the Company is unable to pay the loan as of April 28, 2020, the interest rate increases to 15%.~~

	●	~~12% interest rate with a maturity date of April 28, 2019~~
	●	~~If the Company does not pay back the principal~~rights offering and ~~interest by December 28, 2019, the Company shall issue to Lender a three-year warrant to purchase 171,429 shares of the Company’s common stock at a purchase price of $0.75 per share.~~
	●	~~If the Company is unable to pay the loan as of April 28, 2020, the interest rate increases to 15%.~~

	As Of				As Of
	September 30, 2019		December 31, 2018		September 30, 2020		December 31, 2019
Current Assets	$	764,000	$	150,000	$	3,556,000	$	2,275,000
Current Liabilities		7,268,000		2,193,000		3,025,000		5,774,000
Working Capital Deficit	$	6,504,000	$	2,043,000	$	3,531,000	$	(3,499,000	)

	H-CYTE, INC

	By:	/s/ ~~William E. Horne~~Robert S. Greif
		~~William E. Horne~~Robert S. Greif
		Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Jeremy Daniel
		Jeremy Daniel
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

31.1		Section 302 Certification of Principal Executive Officer*
31.2		Section 302 Certification of Principal Financial Officer*
32.1		Section 906 Certification of Principal Executive Officer and Principal Financial Officer***
101.INS		XBRL Instance Document **
101.SCH		XBRL Taxonomy Extension Schema Document **
101.CAL		XBRL Taxonomy Calculation Linkbase Document **
101.LAB		XBRL Taxonomy Labels Linkbase Document **
101.PRE		XBRL Taxonomy Presentation Linkbase Document **
101.DEF		XBRL Definition Linkbase Document **

*	Filed herewith.

**	Pursuant to Rule 406T of Regulation S-T adopted by the SEC, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under these sections.

***	This certification is being furnished solely to accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, and it is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.