UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2, 2019
H-CYTE, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | | 001-36763 | | 46-3312262 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
201 E Kennedy Blvd Ste 700 Tampa, FL | | 33602 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (844) 633-6839
Copies to:
Arthur S. Marcus, Esq
Sichenzia Ross Ference LLP
1185 Avenue of the Americas
37thFloor
New York, New York
10036 (212) 930-9700
(212) 930-9725 (fax)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| | [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| | [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b)) |
| | | |
| | [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On September 26, 2019, H-CYTE, Inc. (the “Company”) issued a promissory note (the “Note”) in the principal amount (the “Principal Amount”) of $350,000 to Horne Management, LLC (the “Lender”), a limited liability located in Fort Lauderdale, Florida and controlled by Mr. William E. Horne, the Chief Executive Officer of the Company. The Notes bear an interest rate of 12% per annum with a maturity date of March 26, 2020. In the event that the Company does not repay the Lender by March 26, 2020, the interest rate will increase to 15% per annum. In the event that the Note is not repaid by November 26, 2019, the Company shall issue the Lender a three year warrant to purchase up to 400,000 shares of the Company’s common stock at an exercise price of $0.75 per share. The Company has received the funds represented by the Note.
The foregoing description of the Note is qualified in its entirety by reference to the full context of the Note, a copy of which is attached herein asExhibit 4.1 and incorporated herein by reference.
| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION |
The disclosures set forth in Item 1.01 of this Current Report are incorporated by reference herein.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d)Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | H-CYTE, Inc. |
| | | | |
| | Date: October 2, 2019 | By: | /s/ Jeremy Daniel |
| | | | Jeremy Daniel |
| | | | Chief Financial Officer |
