UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): June 19, 2018
HealthLynked
Corp.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 47-1634127 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) | |
| 1726 Medical Blvd., Suite 101, Naples, Florida | 34110 | |
| (Address of Principal Executive Offices) | (ZIP Code) |
(239) 513-9022
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 19, 2018, HealthLynked Corp. (the “Corporation”) entered into Amendment #4 (the “Amendment”) to the Investment Agreement, dated July 7, 2016 (the “Investment Agreement”), by and between the Corporation and Iconic Holdings, LLC (the “Investor”). The Investment Agreement permits the Investor to invest up to $3,000,000 to purchase the Company’s common stock (the “Equity Line”). The shares of common stock underlying the Equity Line were registered for resale with the U.S. Securities and Exchange Commission on Form S-1 (File No. 333-217309) and declared effective on May 30, 2018.
The Amendment amends Section 2.3 of the Investment Agreement pertaining to the “put formula” that is used to calculate the maximum amount the Corporation is entitled to request from the Investor in a put notice (a “Put”) under the Equity Line. The maximum dollar amount for each Put was increased from one hundred fifty thousand dollars ($150,000) to three hundred thousand dollars ($300,000). The Corporation is only permitted to issue a Put to the Investor once every ten (10) trading days.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Amendment #4, dated June 19, 2018, to the Investment Agreement, dated July 7, 2016, by and between the HealthLynked Corp. and Iconic Holdings, LLC. |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HealthLynked Corp. | ||
| Dated: June 20, 2018 | By: | /s/ George O’Leary |
| George O’Leary | ||
| Chief Financial Officer | ||
2
Exhibit 1.1
AMENDMENT # 4
TO THE INVESTMENT AGREEMENT DATED JULY 7, 2016
On July 7, 2016, HealthLynked Corp. (the “ Company ”) and Iconic Holdings, LLC (the “ Investor ”) entered into that certain Investment Agreement (the “ Investment Agreement ”). The parties hereby agree the Investment Agreement shall be amended as follows:
| 1. | The Put Formula. The Section 2.3 provision of the Investment Agreement pertaining to the “Put Formula” is hereby amended and restated in its entirety as set forth below: |
PUT FORMULA. The maximum amount that the Company shall be entitled to Put to the Investor per any applicable Put Notice an amount of shares of Common Stock up to or equal to two hundred percent (200%) of the average of the daily trading volume (U.S. market only) of the Common Stock for the ten (10) consecutive Trading Days immediately prior to the applicable Put Notice Date (the “Put Amount”) so long as such amount is at least Five Thousand Dollars ($5,000) and does not exceed Three Hundred Thousand Dollars ($300,000), as calculated by multiplying the Put Amount by the average daily VWAP for the ten (10) consecutive Trading Days immediately prior to the applicable Put Notice Date. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. Notwithstanding the foregoing, the Company may not deliver a Put Notice on or earlier of the eighth (10th) Trading Day immediately following the preceding Put Notice Date (the “Waiting Period”).
ALL OTHER TERMS AND CONDITIONS OF THE INVESTMENT AGREEMENT REMAIN IN FULL FORCE AND EFFECT.
Please indicate acceptance and approval of this amendment dated June 19, 2018 by signing below:
| /s/ George O’Leary | /s/ Michael Sobeck | |
| HealthLynked Corp. | Iconic Holdings, LLC | |
| By: George O’Leary | By: Michael Sobeck | |
| Its: Chief Financial Officer | Its: Manager |