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:
Number Description
10.1 Acquisition Agreement dated September 7, 2022
99.1 Press Release dated September 8, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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