UNITED STATES
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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 Financial Officer
Effective July 13, 2026, HealthLynked Corp., a Nevada corporation (the “Company”), appointed George O’Leary, age 63, as its part-time Interim Chief Financial Officer. Mr. O’Leary has served as a director of the Company since August 6, 2014 and previously served as the Company’s Chief Financial Officer from August 6, 2014 until April 4, 2024.
Mr. O’Leary is a financially trained senior executive specializing in innovative strategic problem solving across functional and industry boundaries. Most recently, Mr. O’Leary was CEO of Sono Group NV (Nasdaq: SSM) from April 2024 through December 2025, where he took the company from the OTCQB and uplisted to the Nasdaq Capital Market in September 2025 and as fractional CFO for New America Acquisition I Corp. (NYSE: NWAX-UN) participated in the SPAC IPO on the NYSE in December 2025. Mr. O’Leary is Vice Chairman of Referrizer, LLC, a private marketing automation company, currently offering AI agents to its clients, since January 2016. Mr. O’Leary was the Vice-Chairman of the board of directors of Timios Holdings Corp. from March 2014 through January 2021. From June 2009 to May 2013 Mr. O’Leary was Chairman of the Board and Chief Financial Officer of Protection Plus Securities Corporation until it was sold to Universal Protection Services. From February 2007 to June 2015, Mr. O’Leary was a member of the Board of Directors of NeoMedia Technologies. Mr. O’Leary is founder and President of SKS Consulting of South Florida Corp. (“SKS”) since June 2006 where he works with public and private companies in board representation and/or under consulting agreements providing executive level management expertise, as well as helping the implementation and execution of their companies’ strategic & operational plans.
From 1996 to 2000, Mr. O’Leary was Chief Executive Officer and President of Communication Resources Incorporated (“CRI”), where annual revenues grew from $5 million to $40 million during his tenure. Prior to CRI, Mr. O’Leary was Vice President of Operations of Cablevision Industries, where he ran $125 million of business until it was sold to Time Warner. Mr. O’Leary started his professional career as a senior accountant with Peat Marwick and Mitchell (KPMG). Mr. O’Leary holds a B.B.A. degree in Accounting with honors from Siena College.
Pursuant to the terms of the Interim Chief Financial Officer Consulting Engagement Letter (the “Engagement Letter”) between the Company and Mr. O’Leary, the parties have agreed that Mr. O’Leary will work three days per week for compensation of $15,000 per month. The Company also issued to Mr. O’Leary 35,000 stock options with an exercise price of $3.50 per share that shall vest upon the Company’s successful approval for listing on the Nasdaq Capital Market while Mr. O’Leary is actively serving as Interim Chief Financial Officer or during any applicable thirty (30) day notice period following termination of this Agreement. The Engagement Letter is attached hereto as Exhibit 10.1.
There are no arrangements or understandings between Mr. O’Leary and any other person pursuant to which he was selected for his position. In addition, there are no family relationships between Mr. O’Leary 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. O’Leary and the Company.
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Departure of Chief Financial Officer
Effective July 13, 2026, Jeremy Daniel ceased serving as Chief Financial Officer and transitioned to a corporate accounting role with the Company. Mr. Daniel’s transition was not the result of any disagreement with the Company, its management, the Company’s Board of Directors (the “Board”), or any committee of the Board.
Departure of Chief Operating Officer
Effective July 24, 2026, the Company will eliminate the position of Chief Operating Officer as part of its ongoing efforts to optimize its executive management structure and align its leadership responsibilities with the Company’s current operational priorities, financial resources, and strategic objectives. Accordingly, Duncan McGillivray will cease serving as the Company’s Chief Operating Officer effective July 24, 2026. In connection with this transition, the Company entered into an Independent Consulting Agreement with Mr. McGillivray pursuant to which he will serve as Senior Strategic Advisor on an as-needed basis.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Exhibit Title or Description | |
| 10.1 | Interim Chief Financial Officer Consulting Engagement Letter | |
| 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: July 16, 2026 | /s/ Michael Dent |
| Michael Dent | |
| Chief Executive Officer and Chairman |
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Exhibit 10.1
HEALTHLYNKED CORPORATION
Interim Chief Financial Officer Consulting Engagement Letter
Date: July 10, 2026
Mr. George O’Leary
Dear George,
HealthLynked Corporation (“HealthLynked” or the “Company”) is pleased to offer you the opportunity to serve as the Company’s Interim Chief Financial Officer during one of the most important periods in the Company’s history.
The purpose of this engagement is to provide executive financial leadership necessary to successfully complete the Company’s uplisting to the Nasdaq Capital Market, strengthen the Company’s financial infrastructure, and assist management in positioning HealthLynked for its next phase of growth and capital formation.
Position
You will serve as Interim Chief Financial Officer of HealthLynked Corporation, reporting directly to the Chief Executive Officer and working closely with the Board of Directors.
As Interim Chief Financial Officer, you shall have the authority, responsibility, and accountability customarily associated with the Chief Financial Officer of a publicly reporting company, including oversight of financial reporting,
SEC reporting, budgeting, forecasting, capital markets activities, investor relations support, financing activities, and coordination with the Company’s auditors, securities counsel, investment bankers, transfer agent, and Nasdaq representatives.
Term
This Agreement shall become effective on July 13, 2026, and shall continue until terminated by either party upon thirty (30) days’ written notice.
Time Commitment
You shall devote the time, attention, and effort reasonably necessary to fulfill the responsibilities of Interim Chief Financial Officer and support the Company’s Nasdaq uplisting and capital formation initiatives.
The parties anticipate your regular work schedule will generally consist of three (3) full business days each week, typically Mondays, Tuesdays, and Wednesdays. You acknowledge that additional availability may periodically be required to accommodate Board meetings, SEC reporting deadlines, auditor requests, investor meetings, financing activities, Nasdaq matters, and other time-sensitive Company requirements.
Compensation
HealthLynked shall pay you Fifteen Thousand Dollars ($15,000.00) per month, payable monthly in advance $7,500 on the 15th and 1st of every month.
You shall serve as an independent contractor and shall not be eligible for employee benefits, cash bonus programs, retirement plans, paid vacation, or other employee compensation.
The Company shall reimburse reasonable pre-approved business expenses incurred in connection with your services.
Primary Responsibilities
During your engagement, your primary responsibilities shall include, but not be limited to:
| ● | Serving as Interim Chief Financial Officer and providing executive financial leadership to the Company. |
| ● | Leading and coordinating all financial activities necessary to obtain approval for listing on the Nasdaq Capital Market. |
| ● | Coordinating with the Company’s auditors, securities counsel, investment bankers, transfer agent, Nasdaq representatives, and other professional advisors to satisfy all financial and regulatory requirements necessary for Nasdaq approval. |
| ● | Strengthening the Company’s financial reporting, internal controls, budgeting, forecasting, investor presentations, and overall public company readiness. |
| ● | Actively assisting the Company in raising growth capital through existing and new investor relationships, participating in investor presentations, due diligence meetings, financial modeling, management meetings, and other capital markets activities designed to secure financing for the Company. |
| ● | Assisting management in preparing for the Company’s anticipated institutional equity financing of approximately Seven Million Five Hundred Dollars ($7,500,000) following Nasdaq approval and supporting all aspects of that financing process. |
| ● | Assisting management in identifying bridge financing opportunities, strategic investors, institutional investors, family offices, and other appropriate sources of capital. |
| ● | Coordinating with the Company’s investment bankers and financial advisors to maximize the success of future financing transactions. |
| ● | Advising the Chief Executive Officer and Board of Directors regarding corporate finance, governance, strategic planning, capital allocation, shareholder value enhancement, and other financial matters. |
The parties acknowledge that HealthLynked has engaged investment banking professionals to assist with its anticipated institutional financing following Nasdaq approval. Consultant shall actively assist management in preparing the Company for that financing while supporting the Company’s capital formation efforts throughout the engagement.
Equity Incentive
Recognizing that the principal objective of this engagement is the successful completion of the Company’s Nasdaq uplisting, you shall be eligible to receive 35,000 non-qualified stock options with an exercise price of $3.50 per share, subject to approval by the Board of Directors and the Company’s Equity Incentive Plan.
The options shall vest only upon the Company’s successful approval for listing on the Nasdaq Capital Market while you are actively serving as Interim Chief Financial Officer or during any applicable thirty (30) day notice period following termination of this Agreement.
If Nasdaq approval is not obtained while you are actively serving as Interim Chief Financial Officer, the options shall automatically terminate and be forfeited unless otherwise approved by the Board of Directors.
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Confidentiality
You agree to maintain the confidentiality of all proprietary, financial, operational, strategic, and confidential information of HealthLynked Corporation during and after your engagement.
Independent Contractor
The parties acknowledge that you are engaged as an independent contractor. Nothing contained in this Agreement shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency relationship.
Notwithstanding your status as an independent contractor, you shall serve as the Company’s Interim Chief Financial Officer with the authority and responsibilities customarily associated with that office during the term of this engagement.
Entire Agreement
This letter sets forth the principal business terms of our consulting engagement. The parties acknowledge that these terms may be incorporated into a more comprehensive Consulting Agreement consistent with the provisions outlined herein George, I appreciate your willingness to assist HealthLynked during this pivotal period. I believe your experience in public company finance, capital markets, and strategic execution will be instrumental in helping HealthLynked successfully complete its Nasdaq uplisting and position the Company for its next stage of growth.
If these terms are acceptable, please indicate your acceptance below.
Sincerely,
| /s/ Michael Dent, M.D. | |
| Michael Dent, M.D. | |
| Chief Executive Officer | |
| HealthLynked Corporation |
Accepted and Agreed:
| /s/ George O’Leary | |
| George O’Leary | |
| Date: July 10, 2026 |
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