HealthLynked Corp. Reports Material Agreements and Equity Sales

TL;DR

HealthLynked Corp. filed an 8-K detailing material agreements, financial obligations, and unregistered equity sales on June 3, 2024.

AI Summary

On June 3, 2024, HealthLynked Corp. entered into a material definitive agreement, likely related to its financial obligations. The company also reported on the creation of a direct financial obligation or an off-balance sheet arrangement. Additionally, HealthLynked Corp. disclosed unregistered sales of equity securities and other events, with financial statements and exhibits filed.

Why It Matters

This filing indicates significant financial and corporate activities for HealthLynked Corp., including potential new debt or equity arrangements and the sale of securities, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and new financial obligations, which can introduce financial risk and dilution concerns.

Key Players & Entities

• HealthLynked Corp. (company) — Registrant
• June 3, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 000-55768 (identifier) — Commission File Number
• 47-1634127 (identifier) — IRS Employer Identification No.
• 1265 Creekside Parkway, Suite 302, Naples FL 34108 (address) — Principal business address

FAQ

Key Financial Figures

• $1,000,000 — te in the aggregate principal amount of $1,000,000 (the " Note ") and issued a warrant to
• $0.0001 — 0,000 shares of common stock, par value $0.0001 per share (the " Common Stock "), of th
• $0.0497 — of Common Stock under the Note shall be $0.0497. The Note was issued with an original i
• $950,000 — lting in net proceeds to the Company of $950,000. Proceeds from the Note will be used fo

Filing Documents

• ea0207368-8k_health.htm (8-K) — 31KB
• ea020736801ex4-1_health.htm (EX-4.1) — 75KB
• ea020736801ex10-1_health.htm (EX-10.1) — 52KB
• ea020736801ex10-2_health.htm (EX-10.2) — 42KB
• ea020736801ex10-3_health.htm (EX-10.3) — 87KB
• ea020736801ex99-1_health.htm (EX-99.1) — 13KB
• 0001213900-24-050045.txt ( ) — 535KB
• hlyk-20240603.xsd (EX-101.SCH) — 3KB
• hlyk-20240603_lab.xml (EX-101.LAB) — 33KB
• hlyk-20240603_pre.xml (EX-101.PRE) — 22KB
• ea0207368-8k_health_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information under Item 3.02 below is incorporated by reference into this Item 1.01. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information under Item 3.02 below is incorporated by reference into this Item 2.03.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On June 3, 2024, HealthLynked Corp., a Nevada corporation (the " Company ") issued and sold a senior secured convertible promissory note in the aggregate principal amount of $1,000,000 (the " Note ") and issued a warrant to purchase 10,000,000 shares of common stock, par value $0.0001 per share (the " Common Stock "), of the Company (the " Warrant ") to the Mary S. Dent Gifting Trust (the " Purchaser ") pursuant to a note and warrant purchase agreement between the Company and the Purchaser dated June 3, 2024 (the " Purchase Agreement "). The Purchaser is controlled by the Chief Executive Officer and Chairman of the Company, Dr. Michael Dent. The Company's obligations under the Note are secured by a first priority lien on all of the assets of the Company pursuant to that certain security agreement between the Company and the Purchaser dated June 3, 2024 (the " Security Agreement "). The Note will mature on June 3, 2025 (the " Maturity Date "), and it accrues interest at a rate of 12% per annum. However, such rate shall increase to an annual rate of 18% per annum for so long as any Event of Default (as defined in the Note) remains uncured The Note is convertible into shares of Common Stock at the option of the Purchaser prior to the Maturity Date. The Note is subject to mandatory conversion upon the occurrence of a Qualified Equity Financing (as defined in the Note) or upon the Maturity Date. The conversion price per share of Common Stock under the Note shall be $0.0497. The Note was issued with an original issue discount of 5%, resulting in net proceeds to the Company of $950,000. Proceeds from the Note will be used for working capital and other general corporate purposes. The Warrant has an exercise price of $0.0497 per share and a term of 10 years. The Warrant is exercisable for cash at any time. The Purchase Agreement and the Security Agreement contain customary representations, warranties, and covenants of th

01 Other Events

Item 8.01 Other Events. On June 4, 2024, the Company issued a press release announcing the closing of the offering of the Notes and Warrants (the " Press Release "). A copy of the Press Release is furnished as Exhibit 99.1 to, and incorporated by reference in, this Current Report on Form 8-K. The information in this Item 8.01 and Exhibit 99.1 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as shall be expressly set forth by specific reference in any such filing.

01. Financial

Item 9.01. Financial (d) Exhibits Exhibit No. Exhibit Title or Description 4.1 Common Stock Purchase Warrant dated June 3, 2024 10.1 Note and Warrant Purchase Agreement, by and among the Company and the Purchaser, dated June 3, 2024 10.2 Senior Secured Convertible Promissory Note dated June 3, 2024 10.3 Security Agreement, by and among the Company and the Purchaser, dated June 3, 2024 99.1 Press Release dated June 5, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. HEALTHLYNKED CORP. Date: June 5, 2024 /s/ David Rosal David Rosal Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR