Item
1.01 Entry into a Material Definitive Agreement.
On
October 19, 2020 (the “Effective Date”), HealthLynked Corp., a Nevada corporation (the “Company”)
entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, MOD FL, LLC,
a Florida limited liability company and wholly owned subsidiary of Buyer (“Merger Sub”), MedOfficeDirect L.L.C.
(the “MOD”) and certain of the members of MOD. The Merger Agreement provided that the Merger Sub would merge
with and into MOD, with MOD surviving as a wholly-owned subsidiary of the Company (the “Merger”).
As
consideration for the Merger, the members of MOD are receiving consideration valued at up to $6,010,000, including (i) the issuance
of an aggregate of 19,045,563 restricted shares of the Company’s common stock valued at to $2,704,470 upon the closing of
the Merger (the “Closing Shares”), (ii) the issuance of an aggregate of up to 10,004,749 restricted shares of
Buyer’s common stock valued at up to $2,602,330 over a four year period based on MOD achieving certain revenue targets as
set forth in the Merger Agreement (the “Earnout Shares”), and (iii) the partial satisfaction of certain outstanding
debt obligations of the Company in the amount of $703,200 in cash by the Buyer, in each case as set forth in the Merger Agreement
(the “Merger Consideration”). Furthermore, each of the Company, the Merger Sub, MOD and the members of MOD party
to the Merger Agreement have made customary representations and warranties and covenants in the Merger Agreement as of the Effective
date, including indemnification for certain breaches of the Merger Agreement.
On
the Effective Date, the Company and MOD completed the Merger by filing the Certificate of Merger with the Florida Department of
State. As a result of the Merger, with MOD surviving as a wholly-owned subsidiary of the Company, the Company acquired all of
the assets of MOD.
Dr.
Michael Dent, the Chief Executive Officer and the Chairman of the Board of Directors of the Company, George O’Leary, the
Chief Financial Officer and a director of the Company, and Robert Gasparini, a director of the Company, are members of MOD and
are receiving Merger Consideration in connection with the Merger as follows: (1) Dr. Dent received 10,573,745 Closing Shares and
may earn up to 5,554,452 additional Earnout Shares, (2) Mr. O’Leary received 1,130,213 Closing Shares and may earn up to
593,707 additional Earnout Shares, and (3) Mr. Gasparini received 99,437 Closing Shares and may earn up to 52,235 additional Earnout
Shares.
The
foregoing description of the Merger Agreement, the exhibits and schedules thereto does not purport to be complete, and is qualified
in its entirety by reference to Exhibit 2.1, hereto, which is incorporated by reference herein.
The
Merger Agreement is filed with this Current Report on Form 8-K to provide security holders with information regarding its terms.
It is not intended to provide any other factual information about the Company, MOD or any other party to the Merger Agreement.
The representations, warranties and covenants contained in the Merger Agreement were made solely for purposes of such agreement
and as of specific dates, are solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed
upon by the contracting parties, including being qualified by confidential disclosures made for the purpose of allocating contractual
risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards
of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders
should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual
state of facts or condition of the Company, MOD, the members of MOD or Merger Sub. Moreover, information concerning the
subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information
may or may not be fully reflected in the Company’s public disclosures, except to the extent required by law.