Item 1.01 Entry into a Material Definitive Agreement.
On April 2, 2021, H-Cyte, Inc. (the "Company") entered into a series of
agreements, identified below (collectively the "Agreements") with, Medovex, LLC,
a limited liability company formed on December 8, 2020, to pursue a joint
venture regarding the continued development and commercialization of the
DenerveX Device. Pursuant to the terms of the Agreements, the Company assigned
and contributed personal property and related rights, consisting of all the
tangible assets relating to the DenerveX rotational ablation denervation device
(the "DenerveX Device") in exchange for (i) a secured convertible promissory
note in the original principal amount of $140,000 (the "Note") and (ii) 400,000
Class B Units of Medovex LLC (the "Exchange Units"). The 400,000 Class B Units
represent approximately 22% of the currently outstanding membership interests of
Medovex LLC. In addition, pursuant to the Intellectual Property Agreement, the
Company will receive a royalty of 6% of gross revenues derived from the sale or
licensing of the Denervex Device (no royalty will be payable upon the first
$666,667 of gross revenues) during the life of the underlying patent and 2%
thereafter. The Company did not give up any of the intellectual property
ownership related to the DenerveX Device. Medovex LLC also assumed all of the
Company's existing and future obligations related to the DenerveX Device.
Manfred Sablowski, a part owner of Medovex LLC is a former employee of the
The Agreements follow the Company's decision to focus its available resources on
its Healthcare Medical Biosciences Division as it believes that it ultimately
represents a significantly greater opportunity than the DenerveX division.
Accordingly, the Company recently decided it will no longer manufacture or sell
the DenerveX Device but plans to continue to explore possible opportunities to
monetize such technology. Following this decision, the Company has entered into
the aforementioned Agreements in its continued effort to monetize the DenerveX
Device and its related rights.
The foregoing summary of the Agreements does not purport to be complete and are
qualified in its entirety by such documents attached hereto as Exhibits 10.1,
10.2, 10.3 and 10.4.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
10.1 Contribution Agreement dated April 2, 2021
10.2 Intellectual property Security Agreement dated April 2, 2021
10.3 A & R LLC Operating agreement-Medovex LLC dated April 2, 2021
10.4 Promissory Note of Medovex LLC dated April 2, 2021
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