Health Discovery Corporation (OTCMKTS:HDVY) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07
Health Discovery Corporation (the “Company”) held its annual meeting of shareholders via webinar on May 27, 2020 (“Shareholder Meeting”). At the Shareholder Meeting, the shareholders representing common shares and preferred shares elected the following directors by the vote shown:
On March 25, 2020, the Securities and Exchange Commission announced that it is extending the filing periods covered by its previously enacted conditional reporting relief for certain public company filing obligations under the federal securities laws. Specifically, the Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules Thereunder dated March 25, 2020 (Release No. 34-88465) (the “Order”) extends the filing date of the Quarterly Report on Form 10-Q for the period ended March 31, 2020 (the “Report”) due to the circumstances related to COVID-19. The Company will be relying on this Order and intends to comply within the timeframe authorized by the Order. In particular, COVID-19 has caused severe disruptions in transportation and limited access to the Company’s facilities, resulting in limited support from its staff and professional advisors. This has, in turn, delayed the Company’s ability to complete its audit and prepare the Report. Notwithstanding the foregoing, the Company expects to file the Report by June 30, 2020.
In connection with their election to the Company’s Board of Directors at the Shareholder Meeting and in recognition of their continuing contributions to the Company, on June 1, 2020, the Company granted to Mr. William Fromholzer, Ms. Colleen Hutchinson, Mr. Ed Morrison, and Mr. James Murphy each a one-time cash payment of $20,000 as well as an option to purchase 3,000,000 shares of the Company’s common stock. Additionally, the Company granted to Mr. George McGovern and Mr. Marty Delmonte each an option to purchase 5,000,000 shares and 4,500,000, respectively, of the Company’s common stock. Furthermore, the Company agreed to increase Mr. Delmonte’s salary by $25,000 to $150,000. These option grants are consistent with what has been granted to other board members and management of the Company. The options immediately vest, have an exercise price of $0.0138 and expire on June 1, 2030. The exercise price is based upon the closing price of the Company’s common stock on the date of the option grant. The fair value of each option granted is $0.0125 and was estimated on the date of grant using the Black-Scholes pricing model with the following assumptions: dividend yield at 0%, risk-free interest rate of 1.84%, an expected life of 5 years, and volatility of 147%. The aggregate computed value of these options is $268,078, and this amount will be charged as an expense during the third quarter of 2020.
Additionally, on June 1, 2020, Mr. McGovern and the Company have agreed to satisfy the accrued wages for Mr. McGovern. Mr. McGovern will forfeit his accrued wages for the following considerations. The Company’s Board of Directors approved the conversion of up to fifty percent of Mr. McGovern’s accrued wages as of December 31, 2019 into common stock and the remaining balance will be converted into a note payable to Mr. McGovern. The conversion of the accrued wages and the convertible features of the note payable will convert into common stock of the Company and will have a conversion price of the $0.0138. The conversion price is based upon the closing price of the Company’s common stock on June 1, 2020.
About Health Discovery Corporation (OTCMKTS:HDVY)
Health Discovery Corporation (HDC) is a machine learning company that uses mathematical techniques to analyze data to uncover patterns that might otherwise be undetectable. The Company operates primarily in the field of molecular diagnostics where such tools are used for scientific discovery. Its Support Vector Machine (SVM) assets in particular have applicability in various other fields. HDC’s joint venture, SVM Capital, LLC (SVM Capital), applies SVM technology to the financial markets. The Company’s principal asset is its intellectual property, which includes mathematical algorithms called SVM and Fractal Genomic Modeling (FGM), as well as biomarkers that the Company has developed by applying its SVM and FGM techniques to genetic and proteomic data. It also owns the assets of Fractal Genomics, LLC, a company with FGM software. The FGM data analysis technique enables the mapping of genetic pathways involved in the diagnosis and prevention of certain diseases.
