Item
1.01 Entry into a Material Definitive Agreement.
Registered
Direct Offering and Concurrent Private Placement
On
August 26, 2021, HealthLynked Corp. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with a certain institutional investor (the “Purchaser”). Pursuant to the Purchase Agreement, the Company agreed to sell in
a registered direct offering (the “Registered Direct Offering”) 3,703,704 shares (the “Shares”) of the Company’s
common stock, $0.0001 par value per share (the “Common Stock”), to the Purchasers at an offering price of $0.54 per share
and associated Warrant (as defined herein). Pursuant to the Purchase Agreement, in a concurrent private placement (together with the
Registered Direct Offering, the “Offerings”), the Company is also selling to the Purchaser unregistered warrants (the “Warrants”)
to purchase up to an aggregate of 1,851,852 shares of Common Stock, representing 50% of the shares of Common Stock that may be purchased
in the Registered Direct Offering (the “Warrant Shares”). The Warrants are exercisable at an exercise price of $0.65 per
share, are exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance.
The
Company expects to receive net proceeds from the sale of the Shares, after deducting placement agent fees and other estimated
offering expenses payable by the Company, of approximately $1.7 million. The Company intends to use the net proceeds for general
working capital purposes.
The
Offerings are expected to close on August 31, 2021, subject to satisfaction of customary closing conditions.
On
July 8, 2021, the Company entered into an engagement letter (as amended, the “Engagement Letter”) with H.C. Wainwright &
Co., LLC (the “Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the Company,
on a reasonable best-efforts basis, in connection with the Offerings. The Company will pay Wainwright an aggregate cash fee equal to
8.0% of the gross proceeds of the Offerings and a management fee equal to 1.0% of the gross proceeds of the Offerings, and reimburse
Wainwright for a non-accountable expense allowance of $25,000, $25,000 for fees and expenses of legal counsel and other out-of-pocket
expenses and $5,650 for escrow agent fees in connection with this offering. Additionally, the Company has agreed to issue to Wainwright
or its designees as compensation warrants to purchase up to 269,269 shares of Common Stock, equal to 8.0% of the aggregate number of
shares of Common Stock placed in the Registered Direct Offering (the “Wainwright Warrants”). The Wainwright Warrants have
a term of five (5) years from the commencement of sales under the Registered Direct Offering and an exercise price of $0.675 per share
of Common Stock (equal to 125% of the offering price per share of Common Stock).
None
of the Warrants, the Wainwright Warrants, the Warrant Shares or the shares of Common Stock issuable upon the exercise of the Wainwright
Warrants (the “Wainwright Warrant Shares”) are registered under the Securities Act of 1933, as amended (the “Securities
Act”). The Warrants, Warrant Shares, Wainwright Warrants and Wainwright Warrant Shares will be issued in reliance on the exemptions
from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder, for transactions not
involving a public offering.
The
sale of the Shares will be made pursuant to the Company’s effective Registration Statement on Form S-3 (Registration No. 333-255371),
including a prospectus contained therein dated April 26, 2021, as supplemented by a prospectus supplement, dated August 26, 2021, relating
to the Registered Direct Offering.
The
Purchase Agreement contains customary representations, warranties, and covenants of the Company and also provides for customary indemnification
by the Company against certain liabilities of the Purchasers.
A
copy of the opinion of Snell & Wilmer, L.L.P. relating to the legality of the issuance and sale of the Shares is attached as Exhibit
5.1 hereto.
The
foregoing descriptions of the terms and conditions of the Purchase Agreement, the form of Warrant and form of Wainwright Warrant, are
qualified in their entirety by reference to the full text of the Purchase Agreement, Engagement Letter, the form of Warrant and the form
of Wainwright Warrant, copies of which are attached hereto as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, and which are incorporated
herein by reference.