HealthLynked Corp 8-K, filed Dec 12, 2025
HealthLynked Corp (HLYK)
About this 8-K
HealthLynked Corp filed this 8-K on December 12, 2025, reporting on events of December 1, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating Officer
On December 8, 2025, HealthLynked Corp., a Nevada corporation (the “Company”), appointed Duncan McGillivray, age 65, as its Chief Operating Officer, effective immediately.
Mr. McGillivray brings more than 30 years of executive leadership across healthcare, technology, capital markets, and large-scale project finance. From September 2022 to August 30, 2024, Mr. McGillivray served as the President of HWH Community Development Group, LLC, a U.S. Treasury nationally licensed community development entity for financing capital projects, where Mr. McGillivray provided capital project funding guidance to a wide range of construction projects highlighted by his leadership for a targeted $40M ground up new construction project in Miami. Prior to this, Mr. McGillivray served as a senior capital project consultant for Capital Link, a national cooperative partner of the U.S. Department of Health (HRSA). Mr. McGillivray provided strategic planning, business plans and corporate financial consulting for community health facilities across the USA which included successfully facilitating the closing of over $200 million of funded projects. Mr. McGillivray also served as the U.S. HRSA’s national webinar leader to provide capital project financing guidance to the nation’s 1,400 Federally Qualified Health Centers. Mr. McGillivray has 35 years of professional experience including work for Union Bank, Morgan Guaranty Trust, Bank of America, Bank of California and operating a family-owned business valuation company named Veritas Valuation Specialists, Inc.
The Company and Mr. McGillivray have agreed that Mr. McGillivray’s base salary will be $120,000 per year initially and increase to $150,000 if the Company successfully uplists to the Nasdaq Capital Market (an “Uplisting”). Mr. McGillivray will also receive a restricted stock unit grant for up to 180,000 shares, of which 90,000 shall vest ratably over a three-year period from grant and 90,000 shall vest upon the Company’s successful Uplisting.
There are no arrangements or understandings between Mr. McGillivray and any other person pursuant to which he was selected for his position. In addition, there are no family relationships between Mr. McGillivray and any directors or executive officers of the Company, and no transactions are required to be reported under Item 404(a) of Regulation S-K between Mr. McGillivray and the Company.
Appointment of Jason Bishara to Board of Directors
Effective December 1, 2025, the Board of Directors (the “Board”) appointed Jason Bishara as a director of the Company to fill one of the vacancies created by an increase in the size of the Board from six members to eight members.
For his service as a non-employee director, Mr. Bishara will be compensated pursuant to a director agreement, under which he will receive annual compensation equal to $20,000 in shares of Company common stock that will vest in four equal installments upon the last day of each fiscal quarter over the one-year period of service, provided he is a member of the Board as of such date.
Mr. Bishara is a seasoned financial-services executive with more than 25 years of experience spanning investment banking, fintech innovation, and insurance-based risk management for public and venture-backed companies. He currently serves as Executive Vice President and Financial Practice Leader at NSI Insurance Group, one of the five largest privately held insurance agencies in the United States, operating in all 50 states and more than 100 countries. In this capacity, he oversees the firm’s Financial Lines Practice, advising boards, executives, and institutional investors on management-liability products, including Directors & Officers (D&O), Cyber Liability, and Employment Practices Liability (EPLI) coverage. Mr. Bishara began as a retail broker before transitioning into investment banking. As a partner at an investment banking firm acquired by Global Capital in 1999, Mr. Bishara developed a strong foundation in capital markets, corporate finance, and deal structuring. In 2020, he established Gwynella Capital, a family office that maintains $1–2 million in strategic micro-cap positions, emphasizing long-term, non-speculative investments. In 2014, Jason founded JAISIN Insurance, a boutique agency specializing in risk mitigation for small-cap public companies and venture-backed enterprises. JAISIN’s differentiated approach combined deep capital-markets insight with tailored insurance solutions. In 2023, JAISIN Insurance was acquired by NSI Insurance Group, where Mr. Bishara continues to lead the financial-lines division and advise on strategic risk programs for growth-stage and publicly traded companies.
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There is no arrangement or understanding between Mr. Bishara and any other person pursuant to which he was selected as a director. Mr. Bishara does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Chris G. Pulos to Board of Directors
Effective December 1, 2025, the Board appointed Chris G. Pulos as a director of the Company to fill one of the vacancies created by an increase in the size of the Board from six members to eight members.
For his service as a non-employee director, Mr. Pulos will be compensated pursuant to a director agreement, under which he will receive annual compensation equal to $20,000 in shares of Company common stock that will vest in four equal installments upon the last day of each fiscal quarter over the one-year period of service, provided he is a member of the Board as of such date.
Mr. Pulos brings more than 42 years of executive experience in corporate benefits and insurance strategies, with extensive expertise in financial analysis, plan design, and regulatory compliance. He currently serves as Senior Vice President for Marsh & McLennan in the Midwest Region, advising employers across diverse industries on cost-effective, member-centric benefit platforms. Mr. Pulos has a deep understanding of the market dynamics driving healthcare and insurance transformation. His background in aligning stakeholders around value-based outcomes directly supports the Company’s strategy to deliver improved access, reduced costs, and coordinated care at scale. He has built a career on forging strong partnerships, fostering innovation, and advancing solutions that benefit both providers and the populations they serve. He served on the board of the Miami Valley Hospital Foundation, helping manage more than $70 million in assets and acting as Chairman during his final two years. He currently serves on the Northmont City School Board, impacting nearly 5,000 students, and has held roles on multiple nonprofit boards including the local Audubon Society.
There is no arrangement or understanding between Mr. Pulos and any other person pursuant to which he was selected as a director. Mr. Pulos does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 and Exhibit 99.2 of this Current Report on Form 8-K are press releases issued by the Company with regard to Mr. McGillivray’s appointment as Chief Operating Officer and Mr. Pulos’s and Mr. Bishara’s appointments as directors, respectively. These press releases shall not be deemed to be “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 Item 7.01 and Exhibit 99.1 and Exhibit 99.2 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Title or Description | |
| 99.1 | Press Release dated December 2, 2025 | |
| 99.2 | Press Release dated December 8, 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: December 12, 2025 | /s/ Jeremy Daniel |
| Jeremy Daniel | |
| Chief Financial Officer |
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Exhibit 99.1
HealthLynked Expands Board of Directors With Addition of Two Leading Insurance Executives: Chris G. Pulos of Marsh McLennan and Jason Bishara of NSI Insurance
NAPLES, Fla., Dec. 02, 2025 (GLOBE NEWSWIRE) — via IBN — HealthLynked Corp. (OTCQB:HLYK), an AI-driven global healthcare network focused on improving care coordination and reducing healthcare costs, today announced the appointment of two nationally recognized leaders in insurance, employer benefits, and healthcare risk management to its Board of Directors: Chris G. Pulos, Senior Vice President of Employee Health & Benefits at Marsh McLennan Agency, and Jason Bishara, senior insurance executive at NSI Insurance Group.
These additions bring deep industry expertise as HealthLynked expands large-scale collaborations with payers, employer groups, and healthcare organizations seeking to improve outcomes through AI-powered care navigation and interoperable health data.
Chris G. Pulos: Employer Benefits & Value-Based Healthcare Strategist With 35 Years of Leadership
Mr. Pulos brings more than three decades of experience advising major employers, health systems, and national payors on benefit design, cost containment, data-driven plan management, and value-based care strategies. As Senior Vice President at Marsh McLennan Agency—one of the world’s largest employee benefits advisory firms—he has guided some of the most advanced employer health programs in the country.
“Chris’s expertise in how employer groups and payers structure and fund healthcare delivery is invaluable as we expand partnerships with insurers and Accountable Care Organizations,” said Dr. Michael Dent, Founder, CEO, and Chairman of HealthLynked. “His insight into cost-control initiatives and risk-based benefit design will help us align the HealthLynked Network and our AI platform, ARI, with the needs of the nation’s largest health purchasers.”
“HealthLynked is solving one of healthcare’s biggest problems—connecting patients, providers, and payers with real-time data and AI,” Pulos said. “The industry has talked about interoperability and cost transparency for years. HealthLynked is actually delivering it, and I’m excited to help accelerate adoption among employers and insurers.”
Jason Bishara: Insurance and Fintech Innovator Focused on Risk Alignment for AI-Driven Healthcare Transformation
With more than 25 years of experience across insurance, banking, and fintech, Mr. Bishara brings deep expertise in risk management, capital markets, and executive liability. As Financial Practice Leader at NSI Insurance Group, he develops innovative insurance and risk-mitigation solutions that support better decision-making in high-stakes environments. That perspective will be invaluable as HealthLynked advances AI-driven care coordination and cost efficiency, where managing system-wide risk, ensuring trust, and protecting stakeholders are critical to scaling global healthcare transformation.
“Jason’s experience at the intersection of insurance, and technology is a perfect fit for where HealthLynked is heading,” said Dr. Dent. “As our AI-driven care navigation and appointment-booking solutions roll out to large insurers and employer groups, his understanding of risk alignment will be instrumental.”
“I’m thrilled to join the Board at a time when HealthLynked is scaling nationwide,” Bishara added. “The platform has the potential to meaningfully reduce healthcare costs while enhancing patient outcomes—exactly what employers and payers are demanding.”
Strengthening Governance to Support National Expansion and NASDAQ listing
The addition of Pulos and Bishar reflects HealthLynked’s ongoing strategy to strengthen its independent Board with leaders across insurance, healthcare delivery, digital health, and capital markets. Their combined expertise will support HealthLynked as it:
| ● | Expands partnerships with major insurers, employer groups, and ACOs |
| ● | Deploys ARI, its patented AI healthcare guide developed with OpenAI |
| ● | Advances national initiatives such as the “Kill the Clipboard” movement, the 21st Century Cures Act interoperability mandates, and the federal Genesis Mission AI acceleration effort announced on November 24, 2025 |
| ● | Scales its platform of healthcare providers in the US and serving more than one million users |
| ● | Supports payers and employers in reducing cost, improving access, and enhancing care coordination |
| ● | Completes its listing to Nasdaq Capital Markets |
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
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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
Wire Service Contact:
IBN
Austin, Texas
www.InvestorBrandNetwork.com
512.354.7000 Office
Editor@InvestorBrandNetwork.com
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Exhibit 99.2
HealthLynked Appoints Duncan McGillivray as Chief Operating Officer to Accelerate National Expansion and Nasdaq Uplisting Strategy
NAPLES, Fla., Dec. 08, 2025 (GLOBE NEWSWIRE) — via IBN — HealthLynked Corp. (OTCQB: HLYK), the nation’s leading patient-centric healthcare networking platform, today announced the appointment of Duncan McGillivray, MBA, as its new Chief Operating Officer (COO). McGillivray brings more than 30 years of executive leadership across healthcare, technology, capital markets, and large-scale project finance. In his new role, he will drive HealthLynked’s operational scale-up, support national payer and employer partnerships, and lead capital formation and banking relations as the company advances its efforts to uplist to the Nasdaq Capital Market.
Proven Executive With Deep Healthcare, Technology & Financial Expertise
Mr. McGillivray holds an MBA from Columbia Business School and a BA from Pomona College, two of the nation’s most prestigious academic institutions. His career spans senior leadership roles across healthcare systems, fintech, AI-driven health analytics, community development finance, and capital project advisory work.
Over his 35-year career, he has:
| ● | Advised on more than $1 billion in hospital and healthcare facility development projects, including major ground-up construction, rehabilitation, and acquisition initiatives. |
| ● | Served as Senior Vice President & COO of Healthcare Community Development Group, working with hospital CEOs, CFOs, and Boards across the U.S. and facilitating complex financing structures through the U.S. Treasury’s $76 billion of allocation sized New Markets Tax Credit program. |
| ● | Acted as a National Capital Project Advisor for a U.S. Department of Health & Human Services’ (HRSA) national cooperative partner Capital Link, where he helped guide the nation’s approximately 1,400 Federally Qualified Health Centers and supported over $200 million in funded healthcare projects. |
| ● | Led discussions regarding advanced analytics, AI-enabled care models, and interoperability-driven system transformation with the CIOs and CMIOs at many large hospitals across the USA while representing a hospital focused digital EHR management company whose investors include Microsoft and whose clients have included NASA, MIT, Disney and Catholic Health Initiatives. |
Driving Capital Strategy & Nasdaq Uplisting
In addition to leading daily operations, McGillivray will oversee HealthLynked’s capital-raising strategy, investor-engagement programs, and banking relationships that support the company’s planned Nasdaq uplisting in 2026. His extensive background in finance, including prior roles with Bank of America, Morgan Guaranty Trust, Union Bank, and the Bank of California—positions him to accelerate HealthLynked’s growth trajectory as it expands nationwide.
“With Duncan’s combination of operational leadership, healthcare expertise, and sophisticated capital markets experience, HealthLynked is significantly strengthening its executive team at a pivotal time,” said Dr. Michael Dent, Founder, Chairman & CEO of HealthLynked. “His experience working with national health systems, payers, technology platforms, and financing partners will be instrumental as we expand ARI, scale our provider network, and advance toward our Nasdaq listing.”
Supporting National Expansion & AI-Driven Healthcare Transformation
McGillivray will also help guide the rollout of ARI, HealthLynked’s patented AI healthcare guide, as well as the company’s participation in nationwide initiatives such as TEFCA interoperability, “Kill the Clipboard,” and the federal government’s recently launched Genesis Mission to accelerate AI-driven scientific discovery.
“I’m excited to join HealthLynked at a moment when AI, interoperability, and consumer-driven platforms are reshaping the future of healthcare,” said McGillivray. “HealthLynked has the key building blocks—technology, partnerships, and a national vision—to deliver real change, and I’m honored to help drive its next phase of growth.”
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
Wire Service Contact:
IBN
Austin, Texas
www.InvestorBrandNetwork.com
512.354.7000 Office
Editor@InvestorBrandNetwork.com