8-K
HealthLynked Corp (HLYK)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d) of the
Securities ExchangeAct of 1934
Date of Report (Date of earliest event reported): September 2, 2025
HealthLynked Corp.
(Exact name of registrant as specified in charter)
| Nevada | 000-55768 | 47-1634127 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
1265 Creekside Parkway, Suite 302, Naples FL34108
(Address of principal executive offices)
(800) 928-7144
(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 (see General Instruction A.2. below):
| ☐ | 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).
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. ☐
Securities registered pursuant to Section 12(b) of the Act: None.
Item 3.03. Material Modification to Rightsof Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Changein Fiscal Year.
The board of directors and stockholders of HealthLynked Corp., a Nevada corporation (the “Company”), has approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at a ratio of 1-for-100 (the “Reverse Stock Split”). The Reverse Stock Split went effective on September 4, 2025 (the “Market Effective Date”).
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Common Stock began trading on a split-adjusted basis on the OTCQB on the Market Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock changed to 42228P 300. The Company’s ticker symbol on the OTCQB will be “HLYKD” for 20 trading days, including the Market Effective Date.
Split Adjustment; Treatment of Fractional Shares. The total number of shares of Common Stock held by each stockholder of the Company was converted automatically into the number of shares of Common Stock equal to: (i) the number of issued and outstanding shares of Common Stock held by each such stockholder immediately prior to the Reverse Stock Split divided by (ii) 100. Any fractional share of Common Stock that would otherwise result from the Reverse Stock Split is being rounded to a whole share and, as such, any stockholder who otherwise would have held a fractional share after giving effect to the Reverse Stock Split instead holds one whole share of the post-Reverse Stock Split Common Stock after giving effect to the Reverse Stock Split. As a result, no fractional shares are being issued in connection with the Reverse Stock Split and no cash or other consideration is being paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company is treating stockholders holding shares of Common Stock in “street name” (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees are instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name;” however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split. The shares of Common Stock underlying the Company’s outstanding awarded options, convertible notes and warrants will be similarly adjusted along with corresponding adjustments to their exercise prices. ClearTrust, LLC, the Company’s transfer agent, is acting as the exchange agent for the Reverse Stock Split and will provide instructions to stockholders of record regarding the process for exchanging shares.
Certificate of Amendment; Stockholder Approval. The Company effected the Reverse Stock Split pursuant to the Company’s filing of the Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada on September 2, 2025, in accordance with Nevada Revised Statutes 78.390. The Certificate of Amendment became effective at 12:01 a.m. on September 4, 2025. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Capitalization. The number of authorized shares of Common Stock remain unchanged at 500,000,000 shares. As of September 2, 2025, there were 284,778,332 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there are 2,847,784 shares of Common Stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split did not have any effect on the stated par value of the Common Stock.
Item 7.01. Regulation FD Disclosure.
On September 4, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate of Amendment to Amended and Restated Articles of Incorporation of HealthLynked Corp. |
| 99.1 | Press Release dated September 4, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: September 5, 2025 | /s/ Jeremy Daniel |
| Jeremy Daniel | |
| Chief Financial Officer |
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Exhibit 3.1
! " # $% % & & '( ) " #
Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78 380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles ‹ URSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80 030) Date: 09/04/2025 Time: 12:01AM EST (must not be later than 90 days after the certificate is filed) 4. Effective Date and Time: (Optional) Changes to takes the following effect: The entity name has been amended. The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) The purpose of the entity has been amended. The authorized shares have been amended. The directors, managers or general partners have been amended. IRS tax language has been added. Articles have been added. Articles have been deleted. Other. The articles have been amended as follows: (provide article numbers, if available) Article III as per Exhibit A attached hereto (attach additional page(s) if necessary) 5. Information Being Changed: (Domestic corporations only) x is/ Michael T. Dent Chief Executive Officer Signature of Officer or Authorized Signer Title Signature of Officer or Authorized Signer Title *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. 6. Signature: (Required) Please include any required or optional information in space below: (attach additional page(s) if necessary) FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov This form must be accompanied by appropriate fees. Page 2 of 2 Revised: 9/1/2023
EXHIBIT A CERTIFICATE OF AMENDMENT TO THE AiMENDED AND RESTATED ARTICLES OF INCORPORATION OF HEALTHLYNKED, CORP. The Amended and Restated Articles of Incorporation are hereby amended by adding the following as a new Section to the end of Article III, Capital Stock : “ 3 . 04 Reverse Stock Split . Upon the filing and effectiveness (the “Effective Time”) of the Certificate of Amendment to the Corporation's Amended and Restated Articles of Incorporation pursuant to Chapter 78 of the NRS (as defined in Article V), each one hundred ( 100 ) shares of Common Stock issued and outstanding or held by the Corporation as treasury stock immediately prior to the Effective Time shall, automatically and without action on the part of the respective holders thereof or the Corporation, be combined and converted into one ( 1 ) share of Common Stock, subject to trcatmcnt of fractional sharc interests as described below (the “Reverse Stock Split”) . No factional shares of Common Stock shall be issued in connection with the Reverse Stock Split ; rather, the fractional shares of Common Stock created as a result of the Reverse Stock Split shall be rounded up to the next whole number such that in lieu of fractional shares, each stockholder who would have otherwise been entitled to receive a fractional share of Common Stock shall instead receive a whole share of Common Stock as a result of the Reverse Stock Split . ” 323119122.1
Exhibit 99.1
Reverse Stock Split Strengthens HealthLynked’sMarket Position as Company Scales AI-Driven Healthcare Platform
NAPLES, Fla., Sept. 04, 2025 (GLOBE NEWSWIRE) -- via IBN -- HealthLynked Corp. (OTCQB: HLYK) -- Dear Shareholders,
I’m writing to share an important update in the continued evolution of HealthLynked Corp. that reflects our commitment to long-term growth and enhanced shareholder value.
We’ve completed a strategic reduction in the number of our outstanding shares. This move—commonly referred to as a reverse stock split—is part of a broader effort to strengthen our capital structure, improve our market positioning, and align HealthLynked with the expectations of institutional investors and national trading platforms.
Why This Matters
By reducing the number of shares outstanding, we’ve increased our per-share price without impacting your percentage ownership in the Company. This is a non-dilutive step that supports greater visibility, potential uplisting opportunities, and access to a broader range of investors—including those using trading platforms that require a minimum share price for participation.
This approach has been used successfully by many emerging growth companies preparing for a larger market presence, and we believe it puts HealthLynked on a similar path.
Built for Growth, Ready to Scale
We’ve recently launched our patented AI healthcare guide, ARi, and we continue to build commercial traction through our nationwide telemedicine platform and other digital services. While early in revenue generation, these platforms are gaining momentum and positioning us for scalable deployment.
We are currently in discussions with major insurance carriers to integrate our technology into care management workflows—a model that could drive substantial recurring revenue across large member populations. At the same time, we are expanding our intellectual property portfolio, building on our existing patents in healthcare and AI to support future innovation and defensible market leadership.
Looking Ahead
The reduction in our outstanding shares is just one step in a larger plan to enhance shareholder value, attract institutional support, and scale our operations. Our vision is bold, and our technology is built for impact. We remain focused on executing that vision while keeping the long-term interests of our shareholders front and center.
Thank you for your continued trust and support. We look forward to sharing more progress with you in the months ahead.
Sincerely,
Michael Dent M.D.
Chief Executive Officer
HealthLynked Corp.
About HealthLynked Corp
HealthLynked Corp. enhances healthcare through personalized care management that improves outcomes and reduces costs. Its cloud-based platform connects patients with providers for virtual or in-office appointments and consolidates medical records into one secure, accessible location.
With AI-driven insights and integrated telehealth services, HealthLynked empowers patients and providers to coordinate care more effectively, while delivering substantial savings on prescriptions and healthcare services. The platform supports enterprise partnerships, offering scalable solutions to healthcare networks and digital health innovators.
Learn more at: www.hlykgroup.com
Download the HealthLynked App:
Apple App Store
Google Play Store
Forward-Looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Such statements are inherently uncertain and may differ materially from actual results. Forward-looking statements reflect management’s current expectations and are subject to risks, uncertainties, and assumptions. HealthLynked disclaims any obligation to update these statements except as required by law.
Investor & Media Contact
HealthLynked Corp.
1265 Creekside Parkway, Suite 200
Naples, FL 34108
Phone: +1 (800) 928-7144
Email: IR@healthlynked.com