Item 1.01. Entry into a Material Definitive Agreement

Effective as of May 4, 2022, HCyte, Inc. (the "Company") entered into an Amended and Restated Note Conversion Agreement (the "Note Conversion Agreement") with certain holders (the "Investors") of its Tranche 1 Notes (the "Notes"), (i) providing for a conversion price equal to the lesser of (x) $0.002 per share and (y) the price per share paid by the investors in such Qualified Financing for such New Securities purchased for cash and not through conversion of Notes (as such terms are defined in the Note Conversion Agreement), in each case subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, (ii) automatic conversion upon the occurrence of a Qualified Financing, and (iii) amending the Notes' Maturity Date to June 17, 2022. Upon the effectiveness of the Company's previously disclosed 1,000-1 reverse split, the conversion price will adjust to the lesser of (a) the price in the Qualified Financing or (b) $2.00 per share. The Company shall also deliver the Investors certain milestone and royalty payments. The Investors include FWHC, LLC and certain of its affiliates. FWHC, LLC is the Company's principal stockholder.

The Note Conversion Agreement also provides for the consummation of the Tranche 2 Financing on the terms set forth in the Tranche 2 Notes (the "Tranche 2 Notes") subject to (i) the aggregate principal amount of indebtedness represented by the Tranche 2 Notes being capped at $500,000 and (ii) Tranche 2 Notes' being an unsecured obligation of the Company and expressly subordinate in all respects to all indebtedness of the Company under the Notes and including language in which the holders of such Tranche 2 Notes acknowledge, confirm and agree to the foregoing subordination terms. Pursuant to the terms of the Note Conversion Agreement, the Investors have agreed not to sell any capital stock of the Company for a period of 12 months following the Qualified Financing. The Notes currently represent the Company's only promissory note indebtedness.

The foregoing summary of the Note Conversion Agreement is qualified in its entirety by reference to the full text of the Note Conversion Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

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

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 Note Conversion Agreement


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