H-CYTE, INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On December 22, 2022, H-Cyte, Inc. (the "Company"), entered into an acquisition agreement (the "Acquisition Agreement" or the "Agreement") with Scion Solutions, LLC, an Indiana limited liability company ("Scion") and the members of Scion (the "Scion Members"), pursuant to which the Scion Members sold the Company 100% of Scion's issued and outstanding membership interests in exchange for an aggregate of 123,153 shares of the Company's common stock, $0.001 par value per share, and performance payments due upon the Company's achieving certain milestones as set out on Schedule C of the Agreement. The Acquisition Agreement further provides that for every share of Company common stock issued pursuant to the exercise or conversion of those securities identified on Schedule B to the Acquisition Agreement, the Scion Members shall receive shares of the Company's common stock in an amount sufficient to keep the Scion Members' collective ownership of the Company's common stock at 20% of the Company's issued and outstanding common stock. The Company's Chief Scientific Officer, Tanya Rhodes was a 33.33% member of Scion and received 41,051 shares of the Company's Common Stock in the Acquisition.

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

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. All of the shares described in this Current Report on Form 8-K are being offered and sold to accredited investor in reliance upon exemptions from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended ("Securities Act"), and Rule 506 of Regulation D promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Number   Description
10.1       Acquisition Agreement
104      Cover Page Interactive Data File (embedded within the Inline XBRL

document)

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