Current Report Filing (8-k)
July 22 2022 - 4:06PM
Edgar (US Regulatory)
0001680139
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0001680139
2022-07-19
2022-07-19
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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): July
19, 2022
HealthLynked
Corp.
(Exact
name of registrant as specified in charter)
Nevada |
|
000-55768 |
|
47-1634127 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
1265
Creekside Parkway, Suite 302, Naples FL 34108
(Address
of principal executive offices)
(800)
928-7144
(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 (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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.
Securities
registered pursuant to Section 12(b) of the Act: None.
Item
2.03 Creation of a Direct Financial Obligation.
On
July 19, 2022, pursuant to that certain Note Purchase Agreement (the “Note Purchase Agreement”) between HealthLynked
Corp. (the “Company”) and YA II PN, Ltd. (“Yorkville”), dated July 5, 2022, the Company issued to Yorkville
a promissory note with an initial principal amount equal to $550,000 (the “Promissory Note”) at a purchase price equal
to the principal amount of the Promissory Note less any original issue discounts and fees. The Promissory Note will mature on the six-month
anniversary of execution. The Promissory Note accrues interest at a rate of 0%, but was issued with 5% original issue discount, and will
be repaid in 5 equal monthly installments beginning on August 19, 2022. The Promissory Note may be repaid with the proceeds of an advance
under the Purchase Agreement between the Company and Yorkville, dated July 5, 2022, or repaid in cash and, if repaid in cash, together
with a 2% premium.
The
foregoing is a summary description of certain terms of the Promissory Note. For a full description of all terms, please refer to the
copy of the Promissory Note that is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock, nor
shall there be any sale of shares of common stock in any state or jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
|
HEALTHLYNKED CORP. |
|
|
Date: July 22, 2022 |
/s/ George
O’Leary |
|
George O’Leary |
|
Chief Financial Officer |
2
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