Item 1.01. Entry into a Material Definitive
Agreement
As previously reported on a Current Report
on Form 8-K, dated February 11, 2020, HealthLynked Corp. (the “Corporation”) entered into an 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”), Cura Health Management LLC, a Florida limited
liability company (the “Target”), ACO Health Partners, LLC, a Delaware limited liability company, Bradberry
Holdings, LLC, a Florida limited liability company, and FocusOne Holdings, LLC, a Florida limited liability company (each a “Seller,”
and collectively, the “Sellers”).
On May 18, 2020, the Parties entered into a
First Amendment to Agreement and Plan of Merger, which amended certain sections of the Merger Agreement (the “Amendment,”
and 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 (the “Closing”) to the following:
(i) $214,000 in cash; and (ii) 2,240,838 shares of the Corporation’s common stock.
Also on May 18, 2020, the Closing of the transactions
contemplated by the Transaction Documents 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 continued 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) up to $223,500 additional cash consideration payable at the time the Target receives the final assessment
from the Centers for Medicare and Medicaid Services (“CMS”) on the calculation of its current year Medicare
Shares Savings Program (“MSSP”) payment (estimated to be by September 2020), with the cash consideration payment to
be prorated up to but not more than a target MSSP payment of $1,725,000; and (ii) up to $660,000 additional stock consideration
payable at the time Target receives the final assessment of CMS on the calculation of MSSP Shared Savings, with the cash payment
to be prorated up to but not more than a target MSSP payment of $1,725,000.
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.