SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WAGNER TODD R

(Last)

(First)

(Middle)

3385 OLD KEYSTONE ROAD

(Street)

TARPON SPRINGS

34688

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
H-CYTE, INC. [ HCYT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
SERIES A PREFERRED STOCK	⁽²⁾	09/24/2020		J⁽²⁾		226,566,264		09/24/2020	⁽³⁾	COMMON STOCK	226,566,264	$0.014	226,566,264	I	(SEE FOOTNOTE)⁽¹⁾
STOCK PURCHASE WARRANTS	$0.014	09/24/2020		J⁽⁴⁾		265,868,613		09/24/2020	⁽⁶⁾	COMMON STOCK	265,868,613	⁽⁴⁾	265,868,613	I	(SEE FOOTNOTE)⁽¹⁾
SERIES A PREFERRED STOCK	⁽⁵⁾	09/24/2020		J⁽⁵⁾		110,219,286		09/24/2020	⁽³⁾	COMMON STOCK	110,219,286	$0.014	336,785,550	I	(SEE FOOTNOTE)⁽¹⁾

1. Name and Address of Reporting Person^*

WAGNER TODD R

(Last)

(First)

(Middle)

3385 OLD KEYSTONE ROAD

(Street)

TARPON SPRINGS

34688

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FWHC BRIDGE, LLC

(Last)

(First)

(Middle)

334 EAST LAKE ROAD

SUITE 176

(Street)

PALM HARBOR

34685

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Held directly by FWHC Bridge, LLC (Bridge), and indirectly by Todd R. Wagner, the sole manager of Bridge. Each of the reporting persons disclaims beneficial ownership of the securities except to the extent of its or his pecuniary interest therein.

2. Received upon conversion of variable conversion price notes at closing of Qualified Financing. Note conversion price became fixed at closing. "Price of derivative securities" represents aggregate price paid for debt divided by number of shares received upon conversion of debt. Series A stock is convertible into common stock on a 1:1 basis.

3. Redeemable at option of requisite number of holders in specified circumstances.

4. Received in connection with variable conversion price notes. No additional consideration was paid for warrants, Exercise price became fixed at closing of Qualified Financing.

5. Purchased as part of backstop commitment in Qualified Financing. Series A stock is convertible into common stock on a 1:1 basis.

6. Not applicable.

	/s/ Todd R. Wagner	04/08/2021
	/s/ Todd R. Wagner o/b/o FWHC Bridge, LLC	04/08/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.