HealthLynked Corp. (OTCMKTS:HLYK) Files An 8-K Entry into a Material Definitive Agreement

HealthLynked Corp. (OTCMKTS:HLYK) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01.

Entry Into A Material Definitive Agreement

On May 22, 2016, HealthLynked Corp. (the Company) and Iconic
Holdings, LLC (the Secured Party) agreed that the Secured Party
extend an additional loan to the Company in the amount of
$111,000 (the Additional Loan). The Additional Loan is evidenced
by a Fixed Convertible Promissory Note (Note 2) issued on May 22,
2017 (the Effective Date). In connection with the Additional
Loan, the Company, its subsidiary and the Secured Party entered
into Amendment No. 1 (the Amended Security Agreement) to the
Security Agreement dated July 7, 2016 by and among the Company
and its subsidiary (the Original Security Agreement), to which
repayment of Note 2 was secured by substantially all of the
assets of the Company. As previously disclosed in the Companys
filings with the Securities and Exchange Commission, the Company
in July 2016 issued to the Secured Party a $550,000 note due July
7, 2017 that remains outstanding and is secured by substantially
all of the Companys assets to the Original Security Agreement and
related agreements.

Under the terms of Note 2, the amount of $100,000 shall be
remitted and delivered to the Company, and $11,000 shall be
retained by the Secured Party as an original issue discount. Note
2 shall be due and payable on January 22, 2018, and may be
prepaid by the Company within 180 days from the Effective Date,
in whole or in part, in accordance with the following schedule:

Days Since Effective Date Prepayment Amount
Under 121 120% of Principal Amount
121-135 130% of Principal Amount
136-180 140% of Principal Amount

Note 2 has an interest rate of 10% and a default interest rate of
20%. Note 2 may be converted into common stock of the Company by
the holder at any time, subject to a 9.99% beneficial ownership
limitation, at a conversion price of $0.35 per share. Upon an
event of default, 240% of the outstanding principal amount shall
be immediately due. Also upon an event of default, and subject to
a 9.99% beneficial ownership limitation, Note 2 may be converted
at a conversion price equal to the lower of (a) $0.35 per share
or (b) 60% of the lowest daily volume weighted average price of
the Companys common stock during the 20 consecutive trading days
prior to the date on which holder elects to convert all or part
of Note 2. The default conversion price shall be further
increased if the Company is placed on a chilled status with DTC
or if the Company is not DWAC eligible.

In the event that the Company in the future issues any
convertible debt securities to a third party on terms more
favorable to the holder of such security than provided to the
holder of Note 2, the holder shall have the right to have such
more favorable term incorporated into Note 2. The types of terms
contained in the other security that may be more favorable to the
holder of such security include, but are not limited to, terms
addressing conversion discounts, conversion look back periods,
interest rates, original issue discount percentages and warrant
coverage. At all times that Note 2 is outstanding, the holder
shall have a right of first refusal to participate in any equity
or debt financings.

As an incentive for the Secured Party to issue the Additional
Loan, the Company agreed to issue five year warrants to purchase
up to 133,333 shares of the Companys common stock, at an exercise
price of $.75 per share (the Warrant). The Warrant may be
exercised on a cashless basis if after the six month anniversary
of issuance, there is no effective registrations statement
registering the resale of the shares of common stock underlying
the Warrant. The Warrant has a 9.99% beneficial ownership
limitation.

Also on May 19, 2017, the Company, its subsidiary and the Secured
Party also entered into Amendment No. 1 to Subsidiary Guarantee
revising the terms of the Subsidiary Guaranty between the Naples
Womens Center LLC, the subsidiary of the Company, dated July 7,
2016, to reflect the Additional Loan; and the Company and the
Secured Party entered into Amendment No. 1 to the Intellectual
Property Security Agreement, revising the terms of the
Intellectual Property Security Agreement between the Company and
the Secured Party dated July 7, 2016, to include the Additional
Loan.

The foregoing description of the Amended Security Agreement, Note
2, the Warrant, Amendment No. 1 to the Subsidiary Guarantee and
Amendment No. 1 to the Intellectual Property Security Agreement
are qualified in their entirety by reference to the full texts
thereof, a copy of each of which is included as exhibits hereto,
and each of which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant

The information set forth in Item 1.01 is incorporated herein by
reference.

Item 3.02 Unregistered Sales of Equity Securities.

Note 2, the Warrant and the shares of common stock issuable upon
conversion of Note 2 or exercise of the Warrant 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. 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.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
ExhibitNo. Description
10.1 Fixed Convertible Promissory Note
10.2 Form of Warrant
10.3 Amendment No. 1 to Security Agreement.
10.4 Amendment No. 1 to the Subsidiary Guarantee
10.5 Amendment No. 1 to the Intellectual Property Security
Agreement


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.

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