SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|[X]||ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
For the fiscal year ended December 31, 2019
|[ ]||TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
For the transition period from ________________ to ________________
Commission file number 001-36763
(Exact Name of Registrant as Specified in Its Charter)
|(State or Other Jurisdiction of||(IRS Employer|
|Incorporation or Organization)||Identification Number)|
|201 E Kennedy Blvd Suite 700|
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrant’s Telephone Number, Including Area Code)
3060 Royal Boulevard S, Ste. 150, Alpharetta, Georgia 30009
(Former name, former address and former fiscal year, if changed since last report)
Securities registered under section 12(b) of the Exchange Act: Common stock, par value $0.001 per share
Securities registered under section 12(g) of the Exchange Act: Not applicable
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer [ ]||Accelerated filer [ ]|
|Non-accelerated filer [ ]||Smaller Reporting Company [X]|
|(Do not check if smaller reporting company)||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. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the closing price of common stock on the last business day of the most recently completed second fiscal quarter, June 30, 2019, was $17,123,340. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the closing price of common stock on March 25, 2020 was approximately $3,928,028. Shares of voting stock held by each executive officer, director and 10% stockholders have been excluded from this calculation. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of April 21, 2020, 99,878,079 shares of the registrant’s common stock were outstanding.
Documents incorporated by reference: None.
The purpose of this Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K of H-Cyte, Inc. (the “Company”) for the year ended December 31, 2019 (the “Original Form 10-K”) is to add the “Note Regarding Reliance on SEC Order” below. In connection with the filing of this Amendment, the Company is also including with this Amendment certain currently dated certifications. Except as otherwise set forth in this Explanatory Note, no other information included in the Original Form 10-K, filed on April 22, 2020, is amended or changed by this Amendment.
Note Regarding Reliance on SEC Order
As result of the global outbreak of the COVID-19 virus, on March 27, 2020 the Company evaluated its ongoing effort to prepare and file its annual report on Form 10-K for the fiscal year ended December 31, 2019. Certain Company officers and management as well as professional staff and consultants were then unable to conduct work required to prepare our financial report for the year ended December 31, 2019.
As a result, the Company was unable to compile and review certain information required in order to permit the Company to file a timely and accurate annual report on Form 10-K for its year ended December 31, 2019 by the prescribed date without unreasonable effort or expense due to circumstances related to COVID-19.
On March 25, 2020 the Securities and Exchange Commission (the “SEC”) issued an Order under Section 36 (Release No. 34-88465) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), granting exemptions from specified provisions of the Exchange Act and certain rules thereunder, as modified by Order issued by the SEC on March 25, 2020 (Release No. 34-88465, the “Order”). The Order provides that a registrant (as defined in Exchange Act Rule 12b-2) subject to the reporting requirements of Exchange Act Section 13(a) or 15(d), and any person required to make any filings with respect to such a registrant, is exempt from any requirement to file or furnish materials with the Commission under Exchange Act Sections 13(a), 13(f), 13(g), 14(a), 14(c), 14(f), 15(d) and Regulations 13A, Regulation 13D-G (except for those provisions mandating the filing of Schedule 13D or amendments to Schedule 13D), 14A, 14C and 15D, and Exchange Act Rules 13f-1, and 14f-1, as applicable, where certain conditions are satisfied.
The Company relied on this Order for filing of its annual report on Form 10-K for the fiscal year ended December 31, 2019.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|Date: May 29, 2020||By:||/s/ William E. Horne|
|William E. Horne,|
|Chief Executive Officer|
|/s/ William E. Horne||Chief Executive Officer and Chairman of the Board of Directors|
|William E. Horne||(Principal Executive Officer)||May 29, 2020|
|/s/ Jeremy Daniel||Chief Financial Officer|
|Jeremy Daniel||(Principal Financial and Accounting Officer)||May 29, 2020|
|/s/ Michael Yurkowsky|
|Michael Yurkowsky||Director||May 29, 2020|
|10.1||Note and warrant Purchase Agreement dated April 17, 2020;*|
|10.2||Form of Secured Convertible Note dated April 17, 2020;*|
|10.3||Form of warrant dated April 17, 2020;*|
|10.4||Security Agreement dated April 17, 2020;*|
|10.5||Intellectual Property Security Agreement dated April 17, 2020*|
|10.6||Form of Subsidiary Guarantee dated April 17, 2020;*|
|10.7||Amendment Letter to William Horne Employment Agreement dated April 17, 2020; and*|
|10.8||First amendment to Hawes Secured Note dated April 17, 2020.*|
|31.1||Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**|
|31.2||Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**|
|32.1||Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**|
|32.2||Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**|