HealthLynked Corp 8-K, filed Aug 26, 2020
HealthLynked Corp (HLYK)
About this 8-K
HealthLynked Corp filed this 8-K on August 26, 2020, reporting on events of August 20, 2020.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): August 20, 2020
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) 513-1992
(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)) |
Securities registered pursuant to Section 12(b) of the Act: None.
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 August 20, 2020, HealthLynked Corp. (the “Company”) entered into a contribution agreement (the “Contribution Agreement”) with The Michael T. Dent, Trustee of the Mary S. Dent Gifting Trust dated January 31, 2006 (the “Gifting Trust”), Michael Thomas Dent, Trustee under the Michael Thomas Dent Declaration of Trust dated March 23, 1998, as amended (the “MTD Trust” and together with the Gifting Trust, the “Trusts”), and Michael T. Dent, the Chief Executive Officer and Chairman of the board of directors of the Company. Pursuant to the Contribution Agreement, the Trusts contributed an aggregate of 76,026 shares of common stock of NeoGenomics, Inc. to the Company. In addition, Dr. Dent assigned certain intellectual property to the Company that was developed for the benefit of the Company. Furthermore, Dr. Dent assigned to the Company the HealthLynked COVID-19 Tracker. In consideration for the foregoing, the Company issued the Trusts an aggregate of 2,750,000 shares of the Company’s newly designated Series B Preferred Stock (as defined herein) and an aggregate of 24,522,727 shares of the Company’s common stock par value $0.001 per share (the “Common Stock”).
The foregoing summary of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Contribution Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 24, 2020, in connection with the Contribution Agreement, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Voting Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada that became effective on August 20, 2020. Pursuant to the Certificate of Designation, the Company designated 2,750,000 shares of the Company’s previously undesignated preferred stock as Series B Convertible Preferred Voting Stock (“Series B Preferred Stock”).
Beginning on December 31, 2022, each share of Series B Preferred Stock is convertible into five shares of the Company’s Common Stock, subject to customary anti-dilution adjustments, including in the event of any stock split. The Series B Preferred Stock ranks senior to the Common Stock.
Upon a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the assets of the Company available for distribution to its stockholders will be distributed to holders of Series B Preferred Stock on an as converted basis and pro rata with the holders of Common Stock. Holders of Series B Preferred Stock are also entitled to participate in dividends declared or paid on the Common Stock on an as-converted basis.
The holders of Series B Preferred Stock generally are entitled to vote with the holders of the shares of Common Stock on all matters submitted for a vote of holders of shares of Common Stock (voting together with the holders of shares of Common Stock as one class). The holder of the shares of Preferred B Stock shall have that number of votes (identical in every other respect to the voting rights of the holders of Common Stock entitled to vote at any regular or special meeting of the shareholders) equal to 100 shares of Common Stock for each share of Preferred B Preferred Stock held (which shall never be deemed less than 51% of the vote required to approve any action), which Nevada law provides may or must be approved by vote or consent of the holders of Common Stock or the holders of other securities entitled to vote, if any.
The foregoing description of the terms pertaining to the Series B Preferred Stock is not complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01. Other Events.
On August 25, 2020, the Company issued a press release with respect to, among other things, a $3 million equity investment in the Company by its Chairman and Chief Executive Officer. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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: August 26, 2020 | /s/ George O’Leary |
| George O’Leary | |
| Chief Financial Officer |
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Exhibit 3.1
EXHIBIT A
CERTIFICATE OF DESIGNATION OF
SERIES B CONVERTIBLE PREFERRED STOCK
OF
HEALTHLYNKED CORP.
HealthLynked Corp. (the “Corporation”), a corporation organized and existing under the laws of Nevada, does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Corporation by the Articles of Incorporation of the Corporation, the Board of Directors of the Corporation has adopted resolutions (a) authorizing the issuance of up to 2,750,000 shares of Series B Convertible Preferred Stock, $0.001 par value per share (the “Preferred B Voting Stock”), of the Corporation from its total authorized 20,000,000 shares of “blank check” Preferred and (b) providing for the designations, preferences and relative participating, optional or other rights, and the qualifications, limitations or restrictions thereof, as set forth below:
1. Dividends and Distributions.
1.1. Dividend Rate and Rights. The Holder of the Preferred B Voting Stock shall be entitled to receive dividends or other distributions with the holders of the common stock (“Common Stock”) of the Corporation on an as converted basis when, as, and if declared by the Directors of the Corporation. Nothing contained herein shall be deemed to establish or require any payment or other charges in excess of the maximum permitted by applicable law. In the event that any payment required to be paid hereunder exceeds the maximum permitted by such law, any payments in excess of such maximum shall be reduced to the maximum amount permitted under applicable law.
1.2. Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarter) or other distribution, the Corporation shall mail to the Holder, in the same manner as provided to the holders of the Common Stock, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution.
2. Conversion into Common Stock.
2.1. Notice of Conversion. Each Preferred B Voting Stock stockholder who desires to convert into the Corporation’s Common Stock must provide a three (3) day written notice to the Corporation of its intent to convert one or more shares of Preferred B Voting Stock into Common Stock. The Corporation may, in its sole discretion, waive the written notice requirement and allow the immediate exercise of the right to convert.
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2.2. Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Preferred B Voting Stock and the number of shares of Common Stock to be issued shall be determined by rounding to the nearest whole share (a half share being treated as a full share for this purpose). Such conversion shall be determined on the basis of the total number of shares of Preferred B Voting Stock the holder is at the time converting into Common Stock and such rounding shall apply to the number of shares of Common Stock issuable upon aggregate conversion. Before the Holder shall be entitled to convert, he shall surrender the certificate or certificates representing Preferred B Voting Stock to be converted, duly endorsed or accompanied by proper instruments of transfer, at the office of the Corporation or of any transfer agent, and shall give written notice to the Corporation at such office that he elects to convert the same. The Corporation shall, as soon as practicable thereafter, issue a certificate or certificates for the number of shares of Common Stock to which the holder shall be entitled. The Corporation shall, as soon as practicable after delivery of such certificates, or such agreement and indemnification in the case of a lost, stolen or destroyed certificate, issue and deliver to such holder of Preferred B Voting Stock a certificate or certificates for the number of shares of Common Stock to which such holder is entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred B Voting Stock to be converted.
2.3. Adjustments to Conversion Ratio
A. Merger or Reorganization. In case of any reorganization, consolidation or merger of the Corporation as a result of which holders of Common Stock become entitled to receive other stock or securities or property, or in case of any conveyance of all or substantially all of the assets of the Corporation to another corporation, the Corporation shall mail to each holder of Preferred B Voting Stock in the same manner as provided to the Common Stock holders a notice thereof, and each such holder shall, upon written notice by the Corporation to the holders of the Preferred B Voting Stock, convert such holder’s shares of Preferred B Voting Stock into shares of Common Stock pursuant to this Section 2 immediately prior to the closing of such reorganization, consolidation or merger of the Corporation, and thereafter receive the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of such Preferred B Voting Stock would have been entitled upon such reorganisation, consolidation, merger or conveyance.
B. Subdivision or Combination of Common Stock. If the Corporation at any time subdivides (by any stock split, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into an adjusted number of shares, the Preferred B Voting Stock Conversion Ratio in effect immediately prior to such subdivision will be proportionately adjusted, and if the Corporation at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into an adjusted number of shares, the Preferred B Voting Stock Conversion Ratio in effect immediately prior to such combination will be proportionately adjusted.
2.4. No Impairment. The Corporation will not, by amendment of its Articles of Incorporation, or through any reorganization transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 2 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the Holder of the Preferred B Voting Stock against impairment.
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2.5. Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Ratio of the Preferred B Voting Stock pursuant to this Section 2, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder of Preferred B Voting Stock a certificate setting forth such adjustment or readjustment and the calculation on which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of the Holder of Preferred B Voting Stock, furnish or cause to be furnished to such Holder a like certificate setting forth (i) such adjustments and readjustments, and (ii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of the Preferred B Voting Stock.
2.6. Common Stock Reserved. The Corporation shall take such action as is necessary to amend the Articles of Incorporation to authorize such number of shares of Common Stock as shall from time to time be sufficient to effect conversion of the Preferred B Voting Stock.
2.7 Right to Convert. Subject to and upon compliance with the provision of this Section 2, the Holder of the shares of Preferred B Voting Stock shall be entitled, at any time after December 31, 2022, to convert all or any such share of Preferred B Voting Stock into 5 shares of Common Stock (“Conversion Ratio”).
3. Liquidation Preference.
Distribution of Assets in Liquidation. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the assets of the Corporation available for distribution to its stockholders shall be distributed to the Holder of Preferred B Voting Stock on an as converted basis and pro rata with the holders of Common Stock.
4. Voting Rights.
The record Holders of the Preferred B Voting Stock shall have the right to vote on any matter with holders of common stock voting together as one (1) class. The Holder of the shares of Preferred B Voting Stock shall have that number of votes (identical in every other respect to the voting rights of the holders of common stock entitled to vote at any regular or special meeting of the shareholders) equal to 100 common shares for each share of Preferred B Voting Stock held (which shall never be deemed less than 51% of the vote required to approve any action), which Nevada law provides may or must be approved by vote or consent of the holder of common shares or the holders of other securities entitled to vote, if any.
The record Holder of the Preferred B Voting Stock shall be entitled to the same notice of any regular or special meeting of the shareholders as may or shall be given to holders of common shares entitled to vote at such meetings. No corporate actions requiring majority shareholder approval or consent may be submitted to a vote of common shareholders which in any way precludes the Preferred B Voting Stock from exercising its voting or consent rights as though it is or was a common shareholder.
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For purposes of determining a quorum for any regular or special meeting of the shareholders, the 2,750,000 shares of Preferred B Voting Stock shall be included and shall be deemed as the equivalent of the greater of 51% of all shares of Common Stock represented at and entitled to vote at such meetings, or the number of shares equal to 100 common shares for each share of Preferred B Voting Stock held.
5. Reissuance.
No shares of Preferred B Voting Stock acquired by the Corporation by reason of conversion or otherwise shall be reissued as Preferred B Voting Stock, and all such shares thereafter shall be returned to the status of undesignated and unissued shares of Preferred Stock of the Corporation.
6. Notices.
6.1. Notice Requirement. Within ten (10) business days of any adjustment of the Preferred B Voting Stock Conversion Ratio, the Corporation will give written notice thereof to the Holders of shares of Preferred B Voting Stock. The Corporation will give written notice to the Holder of shares of Preferred B Voting Stock at least ten (10) days prior to the date on which the Corporation closes its books or takes a record (a) with respect to any dividend or distribution upon Common Stock, or (b) with respect to any pro rata subscription offer to holders of Common Stock.
6.2. Form of Notice. Unless otherwise specified in the Corporation’s Articles of Incorporation or Bylaws, all notices or communications given hereunder shall be in writing and, if to the Corporation, shall be delivered to it as its principal executive offices, and if to the Holder of Preferred B Voting Stock, shall be delivered to it at its address as it appears on the stock books of the Corporation.
[THIS SPACE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation of Series B Convertible Preferred Stock of HealthLynked Corp. to be signed by its Chief Executive Officer on this 18th day of August 2020.
| HEALTHLYNKED CORP. | ||
| By | /s/ George O’Leary | |
| Name: | George O’Leary | |
| Title: | Chief Financial Officer | |
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HEALTHLYNKED CORP.
CONVERSION NOTICE
Reference is made to the Certificate of Designation of Series B Convertible Preferred Stock 1of HealthLynked Corporation (the “Certificate of Designation”). In accordance with and pursuant to the Certificate of Designation, the undersigned hereby elects to convert the number of shares of Series B Preferred Voting Stock, $0.001 par value per share (the “Preferred Shares”), of HealthLynked Corp., a Nevada corporation (the “Company”), indicated below into shares of the Company’s common stock, as of the date specified below.
Date of Conversion:_________________________________________________
Number of Preferred Shares to be converted (5 common stock shares for each Series B Voting Share):__________________________________________________________
Share certificate no(s). of Preferred Shares to be converted (if applicable):_________
Tax ID Number (if applicable)/SSN:____________________________________
Conversion Price:
Number of shares of common stock to be issued:___________________________
Please issue the shares of common stock into which the Preferred Shares are being converted in the following name and to the following address:
Issue to:____________________________________
____________________________________
Address:____________________________________
Telephone Number:____________________________
Facsimile Number:____________________________
Holder:____________________________________
By:_________________________
Title:_______________________
Dated:_________________________
Account Number (if electronic book entry transfer):_________________________
Transaction Code Number (if electronic book entry transfer):_______________________
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Exhibit 10.1
EXHIBIT B
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (the “Agreement”) is entered into as of August 20, 2020 (“Effective Date”) by and among:
The Michael T. Dent, Trustee of the Mary S. Dent Gifting Trust dated January 31, 2006 (the “MTD/MSD Gifting Trust”);
Michael Thomas Dent, Trustee under the Michael Thomas Dent Declaration of Trust dated March 23, 1998, as amended (the “MTD Trust”) (together, the “Dent Trusts”);
Michael T. Dent MD (“Dr. Dent”); and
HealthLynked Corp., a Nevada corporation (“HealthLynked”).
WHEREAS, the Dr. Dent and the Dent Trusts hold, among other assets, shares of the common stock of NeoGenomics, Inc. (“NEO Shares”) which, on a per share basis, have a present market value of approximately $39.46 per share as of the close of business on August 18, 2020;
WHEREAS, for business reasons, Dr. Dent and the Dent Trusts wish to contribute to HealthLynked an aggregate of 76,026 NEO Shares and other valuable tangible and intangible assets in exchange for 2,750,000 shares of Series B Convertible Preferred Stock of HealthLynked (“Preferred B Voting Stock”) and 24,522,727 shares of Common Stock of HealthLynked in accordance with Section 351 of the Internal Revenue Code;
WHEREAS, Dr Dent wishes and intends to assign all intellectual property (“IP”) created for the benefit of HealthLynked at any time since its inception and so long as Dr. Dent remains connected to HealthLynked as an Officer or Director, with such IP including, without limitation, any trade secrets, patents, trademarks, etc. created by Dr. Dent; and
WHEREAS, Dr. Dent further wishes to convey, assign and transfer the right, title and interest in, and to, the concept and ultimately the Application now known as the HealthLynked COVID-19 Tracker, to HealthLynked.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE I
1.1. Contribution
(a) The Dent Trusts and Dr. Dent shall contribute, assign, transfer and convey to HealthLynked, and HealthLynked shall accept:
(i) 76,026 NEO Shares;
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(ii) Tangible and intangible contributions including an assignment of all IP created for the benefit of HealthLynked at any time since its inception of so long as Dr. Dent remains connected to HealthLynked as an Officer or Director, including without limitation any trade secrets, patents, trademarks, etc. created by Dr. Dent; and
(iii) the right, right, title and interest in, and to, the concept and ultimately the Application now known as the HealthLynked COVID-19 Tracker, to HealthLynked Corp.
(b) Simultaneously with the transaction described in Section 1.1(a) above, and without further action required by any person or party, HealthLynked shall immediately, upon the execution of this Agreement, arrange to issue 2,750,000 shares of Series B Voting Stock and 24,522,727 shares of Common Stock to the Dent Trusts, as described in Article II below.
ARTICLE II
2.1. Issuance of Stock. In consideration for the contribution from Dr. Dent and the Dent Trusts of the described consideration including an aggregate of 76,026 NEO Shares to HealthLynked Corp. as provided in ARTICLE I, HealthLynked shall issue to the Dent Trusts, 2,750,000 shares of Series B Voting Shares, and 24,522,727 Common Stock shares shall be allocated as follows:
| MTD/MSD Gifting Trust | MTD Trust | Total | Total Common Votes | |||||||
| 24,522,727 Common Shares | 24,522,727 | 24,522,727 | ||||||||
| 2,750,000 Preferred B Voting Shares | 2,750,000 | 275,000,000 | ||||||||
with such issuances occurring immediately upon completion of the transactions described in ARTICLE I. Upon such issuances in accordance with the terms hereof, the Consideration Shares shall be duly and validly issued, fully paid and non-assessable. Upon the consummation of the foregoing, 24,522,727 Common Shares of HealthLynked shall be issued to and owned by the MTD/MSD Gifting Trust, and 2,750,000 Series B Voting Shares shall be issued to and owned by the MTD Trust. Of the 76,026 aggregate shares to contributed, 10% (or 7,666 NEO Shares) shall come from the MTD Trust, and 90% (or 68,360 NEO Shares) shall come from the MTD/MSD Gifting Trust.
ARTICLE III
3.1. Tax Treatment. For U.S. federal income tax purposes, the parties hereto intend that the transfer of the aggregate of 76,026 NEO Shares by the Dent Trusts to HealthLynked as well as the other contributions described herein, and the HealthLynked issuance of an aggregate of 2,750,000 shares of Series B Voting Shares and 24,522,727 Common Stock shares to the Dent Trusts shall be treated as a contribution to capital within the meaning of Section 351 of the Internal Revenue Code.
ARTICLE IV
4.1. Modification. Neither this Agreement nor any provisions hereof shall be modified, waived, changed, discharged or terminated except by an instrument in writing signed by all parties.
4.2. Counterparts. This Agreement may be executed in multiple counterpart copies, in each case including by facsimile or portable document format (.pdf), each of which shall be considered an original and all of which constitute one and the same instrument binding on all the parties, notwithstanding that all parties are not signatories to the same counterpart.
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4.3. Successors. Except as otherwise provided herein, this Agreement and all of the terms and provisions hereof shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, trustees and legal representatives. This Agreement does not create any rights, claims or benefits inuring to any person or entity that is not a party hereto, and it does not create or establish any third-party beneficiary hereto.
4.4. Assignability. This Agreement is not transferable or assignable by any party hereto. Any purported assignment of this Agreement shall be null and void.
4.5. Entire Agreement. This Agreement constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding among them with respect to such subject matter.
4.6. Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BE AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO ANY APPLICABLE PRINCIPLES OF CONFLICTS OF LAW THAT MIGHT REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
4.7. Jurisdiction; Venue.
(a) Any action or proceeding relating in any way to this Agreement may be brought and enforced exclusively in the courts of the State of Nevada or (to the extent subject matter jurisdiction exists therefor) of the United States for the District of Nevada, and the parties irrevocably submit to the jurisdiction of both such courts in respect of any such action or proceeding.
(b) The parties irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such action or proceeding in the courts of the State of Nevada or of the United States for the District of Nevada, and any claim that any such action or proceeding brought in any such court has been brought in any inconvenient forum.
4.8. Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HERETO WAIVES, AND COVENANTS THAT SUCH PARTY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH THE DEALINGS OF ANY PARTY HERETO OR THE COMPANY IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. EACH PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 3.8 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHTS TO TRIAL BY JURY.
[Signature Page Follows]
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EXHIBIT B
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.
| Michael T. Dent, Trustee of the Mary S. Dent Gifting Trust dated January 31, 2006 | ||
| By: | /s/ Dr. Michael Dent | |
| Name: | Dr. Michael Dent | |
| Title: | Trustee | |
| Michael Thomas Dent, Trustee under the Michael Thomas Dent Declaration of Trust dated March 23, 1998, as amended | ||
| By: | /s/ Dr. Michael Dent | |
| Name: | Dr. Michael Dent | |
| Title: | Trustee | |
| By: | /s/ Michael T. Dent, MD | |
| Name: | Michael T. Dent, MD | |
| HEALTHLYNKED CORP. | ||
| By: | /s/ George O’ Leary | |
| Name: | George O’ Leary | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
HealthLynked Corp. Receives $3 Million Equity Investment
From Its Chairman and CEO
Naples, FL – August 25, 2020 – HealthLynked Corp. (OTCQB: HLYK), a global healthcare network focused on care management for its members and a provider of healthcare technologies that connects doctors, patients and medical data, today announced that Dr. Michael Dent, the Chairman and CEO, has made a $3,000,000 equity investment into the Company.
“HealthLynked has become the first Global Healthcare Network and I believe HealthLynked is the future of healthcare. I am very proud of the work that we have done to educate patients and improve healthcare around the world,” Dr. Dent stated. “The Company has made great progress over the past 12 months and I see a bright future as we continue to innovate and deliver on our goals to connect patients and doctors around the world.”
Over the past year, the Company has reached many significant milestones. It recently reported a 49% increase in revenues from first half 2020 compared to the same period of 2019 even with the impact of COVID-19 on healthcare services.
| ● | In January, the Company released Cost Lynk, a nationwide pricing tool for medical services by zip code and by hospital, allowing patients to compare cost for common medical services. |
| ● | In March, the Company launched its COVID-19 tracker app and was the number one most downloaded medical app for the month in the Apple Medical Store with over 3 million downloads worldwide. |
| ● | In May, the Company completed its acquisition of Cura Health Management, an ACO (Accountable Care Organization), allowing the Company to receive revenue from Medicare through its shared saving program. |
| ● | In June, the Company launched its HealthLynked University, an online resource to educate patients and healthcare providers on a wide range of important medical topics. |
Dr. Dent continues by stating, “We have several exciting projects that we expect to be completed this year and drive additional revenue, patient engagement and shareholder value. HealthLynked’s global healthcare network can improve the way healthcare is delivered and offers improved healthcare management for everyone. As a physician, I have dedicated my life to treating diseases and improving the health of patients. My investment into the Company proves my dedication and belief in what HealthLynked will provide to both the medical community and to patients worldwide.”
George O’Leary, HealthLynked’s CFO added, “We are so excited about Dr. Dent’s commitment to the Company and his confidence in the team to continue to execute our business plan. This investment moves us that much closer to our plan to up-list to NASDAQ, provides us with working capital for the foreseeable future and gives us the ability to pay off existing debt and fund our next acquisition.”
About HealthLynked Corp.
HealthLynked Corp. provides a solution for both patient members and providers to improve healthcare through the efficient exchange of medical information. The HealthLynked Network is a cloud-based platform that allows members to connect with their healthcare providers and take more control of their healthcare. Members enter their medical information, including medications, allergies, past surgeries and personal health records, in one convenient online and secure location, free of charge. Participating healthcare providers can connect with their current and future patients through the system. Benefits to in-network providers include the ability to utilize the HealthLynked patent pending patient access hub “PAH” for patient analytics. Other benefits for preferred providers include HLYK marketing tools to connect with their active and inactive patients to improve patient retention, access more accurate and current patient information, provide more efficient online scheduling and to fill last minute cancelations using the Company’s “real time appointment scheduling” all within its mobile application. Preferred providers pay a monthly fee to access these HealthLynked services. For additional information about HealthLynked Corp., please visit www.healthlynked.com and connect with HealthLynked on Twitter, Facebook, and LinkedIn.
Forward Looking Statements
Forward-Looking Statements in this press release, which are not historical facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our actual results, including as a result of any acquisitions, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by our management, and us are inherently uncertain. We caution you not to place undue reliance on any forward-looking statements, which are made as of the date of this press release. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Certain risks and uncertainties applicable to our operations and us are described in the “Risk Factors” section of our most recent Annual Report on Form 10-K and in other filings we have made with the U.S. Securities and Exchange Commission. These reports are publicly available at www.sec.gov.
Contacts:
George O’Leary
Chief Financial Officer
goleary@healthlynked.com
(800) 928-7144, ext. 99
Investor Relations Contacts:
Stephanie Prince
PCG Advisory Group
sprince@pcgadvisory.com
646-762-4518
Jim Hock
Hanover International Inc.
jh@hanoverintlinc.com
760-564-7400