Current Report Filing (8-k)
2022年9月15日 - 1:09AM
Edgar (US Regulatory)
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0001591165
2022-09-07
2022-09-07
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 7, 2022
H-CYTE,
INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
001-36763 |
|
46-3312262 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2202
N. West Shore Blvd Ste 200
Tampa,
FL |
|
33607 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (844) 633-6839
Copies
to:
Arthur
S. Marcus, Esq
Sichenzia
Ross Ference LLP
1185
Avenue of the Americas
31st
Floor
New
York, New York
10036
(212) 930-9700
(212)
930-9725 (fax)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
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|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b)) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: Common Stock
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
September 7, 2022, H-Cyte, Inc. (the “Company”) entered into an acquisition agreement (the “Acquisition Agreement”)
with Jantibody, LLC, a Nevada limited liability company (“Jantibody”) and the members of Jantibody (the “Jantibody
Members”), pursuant to which Jantibody Members sold to the Company 100% of the issued and outstanding membership interests of Jantibody
in exchange for an aggregate of 52,023 shares of the Company’s common stock, $0.001 par value per share.
Prior
to this transaction, Michael Yurkowsky, the CEO of the Company, directly held 25.77% membership interest in Jantibody and was its
Managing Member. The Company’s board of directors approved the Acquisition Agreement and the transaction in connection
therewith. Mr. Yurkowsky did not vote on the approval of the transaction. Pursuant to the transaction, Michael Yurkowsky received
13,406 shares of the Company’s Common Stock in exchange for his membership interests of Jantibody which was the same ratio as
all other Jantibody members.. In addition, Jantibody’s members will be entitled to receive additional shares of the
Company’s common stock upon the exercise or conversion of certain derivative securities of the Company which are outstanding
on the date hereof, as well as upon the successful execution of certain milestones with respect to Jantibody’s technology.
These additional shares would be distributed to the Jantibody members pro rata based on their respective ownership of Jantibody
prior to the transaction. The business of Jantibody is discussed in the press release filed as Exhibit 99.1 hereto.
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 issued to accredited investors 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
7.01 Regulation FD Disclosure
On
September 8, 2022, the Company issued a press release with respect to the Jantibody acquisition. A copy of the press release is attached
as Exhibit 99.1 and is hereby incorporated by reference in its entirety.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
H-CYTE,
INC. |
|
|
|
Date:
September 14, 2022 |
By: |
/s/
Jeremy Daniel |
|
|
Jeremy
Daniel |
|
|
Chief
Financial Officer |
H CYTE (QB) (USOTC:HCYT)
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