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H-CYTE, INC.

(HCYT)
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H-CYTE, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

04/08/2021 | 05:14pm EDT

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 Company.

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



(d) 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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Financials (USD)
Sales 2020 2,15 M - -
Net income 2020 -6,46 M - -
Net cash 2020 0,47 M - -
P/E ratio 2020 -0,27x
Yield 2020 -
Capitalization 6,84 M 6,84 M -
EV / Sales 2019 1,72x
EV / Sales 2020 0,75x
Nbr of Employees -
Free-Float 20,1%
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Managers and Directors
NameTitle
Robert Greif President & Chief Executive Officer
Jeremy Daniel Chief Financial & Accounting Officer
Raymond Monteleone Chairman
Tanya Rhodes Chief Technology Officer
William E. Horne Director
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