HealthLynked Corp. (OTCMKTS:HLYK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry Into A Material Definitive Agreement
On August 8, 2017, HealthLynked Corp. (the “Company”) entered into an agreement (the “Amendment”) with Iconic Holdings, LLC, a Delaware corporation (the “Holder”) to amend those certain Convertible Promissory Notes issued by the Company to the Holder in the principal amounts of $550,000, dated July 7, 2016 (“Note 1”) and $50,000, dated July 7, 2016 (“Note 2”), as amended to the first amendment dated February 10, 2017 (collectively, as amended, the “Notes”). to the Amendment, Holder agreed to extend the maturity date for Note 1 to July 11, 2018 and the maturity date for Note 2 to July 7, 2018.
In consideration for the foregoing, the Company issued to the Holder a common stock purchase warrant (the “Warrant”) to purchase up to one million (1,000,000) shares of the Company’s common stock (the “Warrant Shares”) at an exercise price of $0.30 per share, subject to adjustments as set forth in the Warrant. The Warrant has a term of five years and the Holder’s exercise is subject to a 9.99% beneficial ownership limitation. The Warrant may be exercised on a “cashless” basis after the six month anniversary of issuance if the underlying Warrant Shares have not been registered for resale.
The Amendment also provides that, if the Company issues the Holder a second warrant (the “Additional Warrant”) for an additional 1,000,000 shares of common stock, with terms identical to those of the Warrant, the maturity date of Note 1 shall be extended to July 11, 2019, and the maturity date of Note 2 shall be extended to July 7, 2019. As of the date of this Current Report on Form 8-K, the Company has not issued the Additional Warrant.
The foregoing description of the Amendment and the Warrant are qualified in their entirety by reference to the full text of the Amendment and the Warrant, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and are incorporated by reference herein.
Item 3.02.Unregistered Sales of Equity Securities.
Reference is made to the disclosure set forth under Item 1.01 above, which is incorporated by reference, in its entirety, into this Item 3.02.
The Warrant and Warrant Shares have not been registered under the Securities Act of 1933, as amended (“the Securities Act”),or any state securities laws, and are being offered and sold only to an “accredited investor” (as defined in Rule501(a) of the Securities Act) to an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D of the Securities Act.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description |
| 10.1 | Form of Amendment #2, dated August 8, 2017, by and between HealthLynked Corp., and Iconic Holdings, LLC |
| 10.2 | Form of Common Stock Purchase Warrant, dated August 8, 2017, by and between HealthLynked Corp., and Iconic Holdings, LLC |
HealthLynked Corp ExhibitEX-10.1 2 f8k080817ex10i_healthlynked.htm FORM OF AMENDMENT #2,…To view the full exhibit click here
About HealthLynked Corp. (OTCMKTS:HLYK)
HealthLynked Corp. (HealthLynked or HLKD) is a provider of a cloud-based service, the HealthLynked Network, which is a fully integrated Website that that enables patients and their providers to record, archive and access patients’ medical information, book real time and future appointments via the Internet and physician encounters via telemedicine. The Company’s segments include NWC and HLKD. Naples Women’s Center (NWC) is a multi-specialty medical company, including Obstetrics and Gynecology (OB/GYN), and General Practice. The practice’s office is located in Naples, Florida. HLKD plans to operate an online personal medical information and record archive system, the HealthLynked Network. The Company is focused on launching the network under the domain name www.HealthLynked.com. At www.HealthLynked.com, patients will be able to complete a detailed personal medical history, including current medications, past surgical history, allergies and family medical history.
