Item
2.01 Completion of Acquisition or Disposition of Assets
As
previously reported on a Current Report on Form 8-K, dated January 15, 2019, HealthLynked Corp. (the “
Corporation
”)
entered into that certain Agreement and Plan of Merger (the “
Merger Agreement
”) by and among the Corporation,
HLYK Florida, LLC, a Florida limited liability company and wholly-owned subsidiary of the Corporation (“
HLYK FL
”),
Hughes Center for Functional Medicine, P.A. (the “
Target
” or “
HCFM
”), and Pamela A. Hughes,
D.O. (the “
Seller
,” together with the Corporation, HLYK FL, and the Target, the “
Parties
”).
On
April 12, 2019, the Parties entered into a First Amendment to Agreement and Plan of Merger, which amended certain sections of
the Merger Agreement (the “
Amendment
,” together with the Merger Agreement, the “
Transaction Documents
”).
The Amendment revises the Merger Consideration (as that term is defined in the Merger Agreement) payable to the Seller at Closing
to the following: (i) $500,000 in cash; and (ii) 3,968,254 shares of the Corporation’s common stock.
Also
on April 12, 2019, the closing of the transactions contemplated by the Transaction Documents (the “
Closing
”)
took place, upon which the Target merged with and into HLYK FL, with HLYK FL as the surviving entity.
At
the Effective Time set forth in the Transaction Documents: (i) the Seller received the Merger Consideration due at the Closing;
(ii) articles of merger were filed with the Florida Department of State, Division of Corporations; (iii) all of the equity of
the Target issued and outstanding immediately prior to the Effective Time was cancelled; (iv) HLYK FL is continuing as the surviving
entity; and (v) HLYK FL remains a wholly-owned subsidiary of the Corporation.
Additionally, as a part of the Merger Consideration,
the Seller is entitled to: (i) “earn-out” payments in the aggregate amount of $500,000 to be paid over three (3) years,
subject to certain revenue and profit targets; (ii) Target cash balances in excess of $35,000 at the Closing, and (iii) any excess
over the Minimum Value of $65,000 of the required medical supply inventory of the Target immediately prior to the Closing. If the
Minimum Value was below $65,000 at Closing, the difference would have been paid by the Seller. No adjustments were made pursuant
to this clause.
The foregoing description of the Transaction
Documents does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Documents,
which are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. Capitalized terms used
but not defined herein shall have the respective meanings ascribed to them in the Transaction Documents.