Item 3.02 Unregistered Sales of Equity Securities
The information required to be included herein is incorporated herein by
reference to Item 8.01 Other Events.
Item 8.01 Other Events.
As previously disclosed, on August 5, 2020, H-Cyte (the "Company") entered into
a standby purchase agreement with certain creditors who had previously purchased
secured convertible notes and warrants, pursuant to which such creditors agreed
(a) not to exercise any subscription rights they may receive as stockholders of
the Company in the registered rights offering (described below) and (b) instead
to purchase any Series A preferred stock corresponding to the unexercised rights
in the rights offering up to an aggregate amount of approximately $2.8 million
at the same subscription price. The amounts due under the standby purchase
agreements became calculable and payable upon the expiration of the rights
offering as set forth below.
On September 11, 2020, the registered rights offering (Registration No.
333-239629) of the Company expired. Pursuant to the rights offering, on
September 24, 2020, the Company issued (i) 15,234,993 shares of its Series A
preferred stock at a price of $0.014 per share to holders of its common stock
who validly exercised their subscription rights prior to the expiration time and
(ii) 203,049,643 shares of its Series A preferred stock to the standby
purchasers as part of the standby commitment. The rights offering, including the
standby component, resulted in gross proceeds to the Company of $3,055,984.90.
While the rights offering expired on September 11, 2020, it was not consummated
until September 24, 2020 while logistical closing conditions including the
calculation and clearance of funds were being processed.
In addition, on September 24, 2020, the Company issued an aggregate of
330,303,755 shares of its Series A preferred stock to the holders of outstanding
promissory notes in the aggregate principal amount and accrued interest of
$4,574,048.74. The notes were converted pursuant to mandatory conversion
triggered by the completion of the rights offering. Such shares were issued
under an exemption from registration in reliance on Section 3(a)(9) of the
Securities Act. The original notes were issued in reliance on Section 4(a)(2) of
the Securities Act.
© Edgar Online, source Glimpses