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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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Innoveren Scientific, Inc. (f/k/a H-Cyte, Inc.) (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
404124307 (CUSIP Number) |
FWHC Holdings, LLC Attn: J. Rex Farrior, III, 1306 W Kennedy Blvd Tampa, FL, 33606 813-251-0955 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/13/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 404124307 |
| 1 |
Name of reporting person
FWHC Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 404124307 |
| 1 |
Name of reporting person
HOA Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 404124307 |
| 1 |
Name of reporting person
J. Rex Farrior, III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 404124307 |
| 1 |
Name of reporting person
FWHC Bridge, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 404124307 |
| 1 |
Name of reporting person
Todd R. Wagner | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 404124307 |
| 1 |
Name of reporting person
FWHC Bridge Friends, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
Innoveren Scientific, Inc. (f/k/a H-Cyte, Inc.) | |
| (c) | Address of Issuer's Principal Executive Offices:
1306 W Kennedy Blvd, Tampa,
FLORIDA
, 33606. | |
Item 1 Comment:
Amendment No. 7 to Statement on Schedule 13D
This Amendment No. 7 to Statement on Schedule 13D (this "Amendment No. 7") amends the Statement on Schedule 13D of FWHC Holdings, LLC, HOA Capital, LLC and J. Rex Farrior, III filed with the Securities and Exchange Commission on February 25, 2020, as amended by Amendment No. 1 to Statement on Schedule 13D filed with the Securities and Exchange Commission on April 17, 2020 by FWHC Holdings, LLC ("FWHC Holdings"), HOA Capital, LLC, J. Rex Farrior, III, FWHC Bridge, LLC ("FWHC Bridge"), Todd R. Wagner and FWHC Bridge Friends, LLC ("FWHC Bridge Friends")(collectively, the "Reporting Persons"), as amended by Amendment No. 2 to Statement on Schedule 13D filed with the Securities and Exchange Commission on July 6, 2020 by the Reporting Persons, as amended by Amendment No. 3 to Statement on Schedule 13D filed with the Securities and Exchange Commission on October 1, 2020 by the Reporting Persons, as amended by Amendment No. 4 to Statement on Schedule 13D filed with the Securities and Exchange Commission on March 11, 2021 by the Reporting Persons, as amended by Amendment No. 5 to Statement on Schedule 13D filed with the Securities and Exchange Commission on February 25, 2022 by the Reporting Persons, as amended by Amendment No. 6 to Statement on Schedule 13D filed with the Securities and Exchange Commission on February 6, 2024 by the Reporting Persons (as amended, the "Statement"), to reflect the sale on December 13, 2024 (the "Effective Date") by the Reporting Persons of all shares of Common Stock and securities exchangeable or exercisable for, or convertible into, shares of Common Stock of the Issuer (the "Sale").
Except as specifically amended by this Amendment No. 7, the Statement remains in full force and effect. Capitalized terms used and not otherwise defined in this Amendment No. 7 shall have the meanings given to them in the Statement. The information set forth in response to each separate Item shall be deemed to be a response to all Items where such information is relevant. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in its entirety as follows:
Following the Sale, the Reporting Persons beneficially own 0 shares of Common Stock (representing 0.00% of the outstanding shares of Common Stock). | |
| (b) | Item 5(b) is hereby amended and restated in its entirety as follows:
The following table sets forth the number of Shares as to which each Reporting Person has (i) the sole power to vote or direct the voting, (ii) the sole power to dispose or to direct the disposition, or (iii) shared power to vote or direct the vote or dispose or direct disposition:
FWHC Holdings, LLC: Sole Voting Power: 0; Sole Power of Disposition: 0; and Shared Voting and Power of Disposition: 0.
HOA Capital LLC: Sole Voting Power: 0; Sole Power of Disposition: 0; and Shared Voting and Power of Disposition: 0.
J. Rex Farrior: Sole Voting Power: 0; Sole Power of Disposition: 0; and Shared Voting and Power of Disposition: 0.
FWHC Bridge, LLC: Sole Voting Power: 0; Sole Power of Disposition: 0; and Shared Voting and Power of Disposition: 0.
Todd R. Wagner: Sole Voting Power: 0; Sole Power of Disposition: 0; and Shared Voting and Power of Disposition: 0.
FWHC Bridge Friends, LLC: Sole Voting Power: 0; Sole Power of Disposition: 0; and Shared Voting and Power of Disposition: 0. | |
| (c) | Item 5(c) is hereby amended and restated in its entirety as follows:
In the Sale, the Reporting Persons sold, in privately-negotiated transactions, the following securities of the Issuer previously beneficially owned by the Reporting Persons (with beneficial ownership defined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended): (i) 344,716 shares of Common Stock held by FWHC Bridge, 15,519 shares of Common Stock held by FWHC Holdings and 13,862 shares of Common Stock held by FWHC Bridge Friends, (ii) 33,678,551 shares of the Issuer's Series A Preferred Stock (the "Series A Preferred Stock") held by FWHC Bridge and convertible into 33,679 shares of Common Stock, and 1,462,920 shares of Series A Preferred Stock held by FWHC Bridge Friends and convertible into 1,463 shares of Common Stock, and (iii) warrants to purchase 224,262 shares of Common Stock at an exercise price of $14.00 per share expiring 4/17/2030 held by FWHC Bridge, warrants to purchase 41,609 shares of Common Stock at an exercise price per share of $2.00 per share expiring 2/22/27 held by FWHC Bridge, warrants to purchase 14,670 shares of Common Stock held by FWHC Holdings at an exercise price of $14.00 per share expiring 11/15/2029, warrants to purchase 6,795 shares of Common Stock held by FWHC Bridge Friends at an exercise price of $14.00 per share expiring 4/17/2030, and warrants to purchase 693 shares of Common Stock held by FWHC Bridge Friends at an exercise price of $2.00 per share expiring 3/11/27. The Sale also involved promissory notes of the Issuer. Because of the number and nature of securities involved in the Sale, it is not possible without unreasonable effort or expense to determine the per share sale price. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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