Current Report Filing (8-k)
June 20 2018 - 5:24PM
Edgar (US Regulatory)
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): June 19, 2018
HealthLynked
Corp.
(Exact Name of Registrant as Specified in its Charter)
Nevada
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47-1634127
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(State
of Incorporation)
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(I.R.S.
Employer Identification No.)
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1726
Medical Blvd., Suite 101, Naples, Florida
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34110
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(Address
of Principal Executive Offices)
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(ZIP
Code)
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(239)
513-9022
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Entry
into a Material Definitive Agreement.
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On
June 19, 2018, HealthLynked Corp. (the “Corporation”) entered into Amendment #4 (the “Amendment”) to the
Investment Agreement, dated July 7, 2016 (the “Investment Agreement”), by and between the Corporation and Iconic Holdings,
LLC (the “Investor”). The Investment Agreement permits the Investor to invest up to $3,000,000 to purchase the Company’s
common stock (the “Equity Line”). The shares of common stock underlying the Equity Line were registered for resale
with the U.S. Securities and Exchange Commission on Form S-1 (File No. 333-217309) and declared effective on May 30, 2018.
The
Amendment amends Section 2.3 of the Investment Agreement pertaining to the “put formula” that is used to calculate
the maximum amount the Corporation is entitled to request from the Investor in a put notice (a “Put”) under the Equity
Line. The maximum dollar amount for each Put was increased from one hundred fifty thousand dollars ($150,000) to three hundred
thousand dollars ($300,000). The Corporation is only permitted to issue a Put to the Investor once every ten (10) trading days.
The
foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment,
a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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.
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HealthLynked
Corp.
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Dated:
June 20, 2018
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By:
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/s/
George O’Leary
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George
O’Leary
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Chief
Financial Officer
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2
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