Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 23, 2021, H-Cyte, Inc. (the "Company") entered into an employment agreement (the "Employment Agreement") with Michael Yurkowsky, the Company's Chief Executive Officer, to continue to serve as the Chief Executive Officer of the Company. Under the Employment Agreement, which commenced on December 1, 2021 (the "Effective Date") and has a term of one year from the Effective Date (the "Employment Period"), Mr. Yurkowsky will receive a base salary of $180,000 per year. Upon the expiration of the Employment Period, Mr. Yurkowsky's employment with the Company will be on an at-will basis.

In addition to his base salary, Mr. Yurkowsky may receive an one-time cash bonus in gross amount equal to $100,000 if (i) the Company's stock is listed and quoted on the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market, or the New York Stock Exchange; or (ii) the Company secures and receives financing of at least $10,000,000.

As additional compensation, Mr. Yurkowsky shall receive shares of common stock of the Company representing 1% of the Company's fully diluted equity as of the grant date if the Company achieves a market capitalization of at least $250 million for 60 consecutive days during the Employment Period (the "Equity Award"). If the Company achieves a market capitalization of at least $500 million for 60 consecutive days during the Employment Period, the Executive shall receive an additional Equity Award of 1%, such that he has in the aggregate received shares of common stock of the Company representing 2% of the Company's fully diluted equity as of the date of grant.

In general, during his employment and for a period of one year thereafter, Mr. Yurkowsky is prohibited from (a) competing with the Company within its territory; (b) soliciting the Company's customers for a competing business; or (c) soliciting the Company's employees for a competing business.

As more specifically described and set forth in the Employment Agreement, the Employment Agreement contains certain rights of Mr. Yurkowsky and the Company to terminate Mr. Yurkowsky's employment, including a termination by the Company for "Cause" as defined in the Employment Agreement, and specifies certain compensation following termination without during the Employment Agreement.

The foregoing summary of the terms and conditions of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits.

The following exhibit is filed as part of this report:





Item 9.01   Exhibits




Exhibit
No.       Description

10.1        Employment Agreement between H-Cyte, Inc. and Michael Yurkowsky dated
          December 23, 2021

104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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