H-CYTE, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On April 1, 2021, H-Cyte, Inc. (the "Company") entered into a Secured Convertible Note Purchase Agreement (the "Note Purchase Agreement") with five (5) investors (the "Holders"). Pursuant to the terms of the Note Purchase Agreement, the Company sold promissory notes in the aggregate principal amount of $2,575,000. The Notes are due and payable on March 31, 2022 and bear interest at an annual rate of 8%. The Notes are convertible into shares of Common Stock at a discount of 20% to the price paid for such New Securities in the next financing that meets the definition of a Qualified Financing as defined in the Note Purchase Agreement. The Notes are secured by all of the assets of the Company under a security agreement with the Holders. The lead investor of the Note Purchase Agreement, FWHC Bridge, LLC, advanced $1,500,000 of the total amount to the Company. FWHC is an affiliated entity of FWHC, LLC. which is a principal stockholder of the Company. An additional affiliate of FWHC LLC advanced an additional $25,000.

The foregoing description of the terms of the Note Purchase Agreement and the Note are not complete and are qualified in their entirety by the full text of the Note Purchase Agreement and the Note which are filed as Exhibit 10.1 and 4.1, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 is incorporated by reference herein.

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

On April 1, 2021, the Board of Directors of the Company approved and granted an aggregate of 49,750,000 stock options to certain directors and officers of the Company having an exercise price of $0.07 per share and an expiration date of ten years from the date of grant (The "Options). The Director's Options vest over a period of three years, and the Chief Executive Officer and Chief Financial Officer's Options vest over a period of four years.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



Exhibit Number   Description

4.1                Secured Convertible Promissory Note dated April 1, 2021
10.1               Secured Convertible Note Purchase Agreement dated April 1,
                 2021

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