Item 1.01 Entry into a Material Definitive Agreement.

On September 29, 2022, H-Cyte, Inc. (the "Company") entered into a securities purchase agreement with two accredited investors for the sale of shares of Common Stock and warrants (the "Purchase Agreement").

The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of the Purchase 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.

Pursuant to the Purchase Agreement, the Company sold an aggregate of 112,500 shares of common stock and warrants to purchase 66,250 shares of Common Stock exercisable at $2.50 per share for gross proceeds of $225,000. 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 9.01 Financial Statements and Exhibits.





(d) Exhibits:



Number   Description
10.1       Form of Securities Purchase Agreement dated September 30, 2022
104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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