Amended Current Report Filing (8-k/a)
August 16 2018 - 6:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported):
July 16, 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)
513-1992
(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).
Emerging growth company ☒
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.
☐
Explanatory Note
This Amendment
No. 1 on Form 8-K/A is an amendment to the Current Report on Form 8-K of HealthLynked Corp. (the “Corporation”)
filed
with the U.S. Securities and Exchange Commission on July 19, 2018. This Current Report is being filed to furnish the disclosure
schedules (the “
Disclosure Schedules
”) and the lock-up agreements (the “
Lock-Up Agreements
”)
as required by the Securities Purchase Agreement.
Item 1.01
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Entry into a Material Definitive Agreement
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The Corporation entered
into a Securities Purchase Agreement, dated as of July 16, 2018 (the “
Securities Purchase Agreement
”) with certain
accredited investors (the “
Investors
”). The Corporation also entered into a Registration Rights Agreement with
the Investors dated as of July 16, 2018 (the “
Registration Rights Agreement
”). The Corporation and the Investors
consummated the transactions contemplated by the Securities Purchase Agreement on July 17, 2018. This
Amendment
No. 1 on Form 8-K/A is
being filed to furnish the Disclosure Schedules and Lock-Up Agreements.
In connection with
the consummation of the transactions contemplated by the Securities Purchase Agreement, and as an inducement to the Investors
to enter into the same, the Corporation’s Chief Executive Officer and Chief Financial Officer, Dr. Michael Dent and Mr.
George O’Leary, respectively, entered into the Lock-Up Agreements with the Corporation; all capitalized terms used and not
defined herein are used as defined in the Lock-Up Agreements. Pursuant to the Lock-Up Agreements, Dr. Dent and Mr. O’Leary
are prohibited from, among other things, selling, offering to sell, contracting or agreeing to sell, hypothecate, pledge, grant
any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, any shares
of the Corporation’s common stock or Common Stock Equivalents (as defined in the Securities Purchase Agreement). The Lock-Up
Agreements are effective until ninety (90) calendar days after the earlier of the date that (i) such time one or more Registration
Statement(s) (as defined in the Registration Rights Agreement) covering the resale of all Registrable Securities (as defined in
the Registration Rights Agreement) has been effective and available for the re-sale of all such Registrable Securities and (ii)
such time as all of the Registrable Securities may be sold without restriction or limitation pursuant to Rule 144.
The foregoing description
of the Disclosure Schedules and the Lock-Up Agreements are not complete and are qualified in their entirety by reference to the
full text of the Disclosure Schedules and a Form of Lock-Up Agreement, copies of which are filed as Exhibits to this Current Report
on Form 8-K and are 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: August 16, 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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