Current Report Filing (8-k)
July 06 2021 - 02:57PM
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
29, 2021
Health Discovery
Corporation
(Exact name of registrant as specified in charter)
Georgia |
333-62216 |
74-3002154 |
(State of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.)
|
2002 Summit Blvd, Suite 300, Atlanta GA 30319
(Address of principal executive offices / Zip Code)
(404) 566-4865
(Registrant’s telephone number, including area code)
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:
|
o |
Written
communications pursuant to Rule 425 under the Securities
Act. |
|
o |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act. |
|
o |
Pre-commencement communications
pursuant to Rule 14d—2(b) under the Exchange Act. |
|
o |
Pre-commencement communications
pursuant to Rule 13e—4(c) under the Exchange Act. |
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 o
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.
o
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common |
|
HDVY |
|
N/A |
|
Item 5.07 |
Submission of Matters to a Vote of Security
Holders. |
Health Discovery Corporation (the “Company”) held its annual
meeting of shareholders on June 29, 2021 (“Shareholder
Meeting”). At the Shareholder Meeting, the shareholders
representing common shares and preferred shares elected the
following directors by the vote shown:
|
|
Votes For |
|
Votes Withheld |
|
|
|
|
|
George H. McGovern, III |
|
338,020,592 |
|
23,232,545 |
|
|
|
|
|
Marty Delmonte |
|
337,976,425 |
|
23,276,712 |
|
|
|
|
|
William F. Fromholzer |
|
343,729,642 |
|
17,253,495 |
|
|
|
|
|
Colleen M. Hutchinson |
|
337,900,592 |
|
23,352,545 |
|
|
|
|
|
Edward Morrison |
|
343,905,475 |
|
17,347,662 |
|
|
|
|
|
James Murphy |
|
343,805,475 |
|
17,447,662 |
As a result, the Directors listed above will serve until the
election and qualification of their successors or until their
earlier resignation.
In addition, the shareholders ratified the appointment by the Board
of Directors’ selection of Frazier & Deeter, LLC, as the
Company's independent auditors for the fiscal year 2021 by the vote
shown:
Votes For: |
359,583,762 |
Votes Against: |
3,089,900 |
Abstaining: |
68,914 |
|
Item 5.02 |
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
In connection with their election to the Company’s Board of
Directors at the Shareholder Meeting and in recognition of their
continuing contributions to the Company without cash compensation,
on June 29, 2021, the Company granted to Mr. William Fromholzer,
Ms. Colleen Hutchinson, Mr. Ed Morrison, and Mr. James Murphy each
an option to purchase 3,000,000 shares of the Company’s common
stock. Additionally, the Company granted to Dr. Hong Zhang an
option to purchase 5,000,000 shares of the Company’s common stock
and the Company granted to Mr. George McGovern and Mr. Marty
Delmonte each an option to purchase 3,000,000 shares of the
Company’s common stock. These option grants are consistent with
what has been granted to other board members and management of the
Company. The options immediately vest, have an exercise price of
$0.065 and expire on June 28, 2031. The exercise price is based
upon the closing price of the Company’s common stock on the date of
the option grant. The fair value of each option granted is $0.0595
and was estimated on the date of grant using the Black-Scholes
pricing model with the following assumptions: dividend yield at 0%,
risk-free interest rate of 0.37%, an expected life of 5 years, and
volatility of 154%. The aggregate computed value of these options
will be charged as a non-cash expense during the second quarter of
2021.
SIGNATURES
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 thereunto duly authorized.
|
HEALTH DISCOVERY
CORPORATION |
|
|
|
|
Dated: July 6,
2021 |
By: |
/s/ George H. McGovern,
III |
|
|
|
George H. McGovern, III
Chairman & Chief Executive Officer
|
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