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): November 3, 2017 (October 27, 2017)

HealthLynked Corp.
(Exact Name of Registrant as Specified in its Charter)

Commission File No.: 000-55768

(239) 513-9022

(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:

Item 1.01. Entry Into A Material Definitive Agreement

On October 27, 2017, HealthLynked Corp. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) for the sale of a $171,500 convertible promissory note (the “Note”) to an individual lender (the “Lender”). The Company paid fees and original issue discount of $21,500, resulting in net proceeds to the Company of $150,000. The transaction was closed and funds transferred on October 31, 2017.

The Note has an interest rate of 10% and a default interest rate of 22%. The Note may be converted into common stock of the Company by the holder at any time following 180 days after the issuance date, subject to a 4.99% beneficial ownership limitation, at a conversion price per share equal to a 35% discount to the lowest closing bid price during the twenty (20) trading days prior to the conversion date. Upon an event of default caused by the Company’s failure to deliver shares upon a conversion pursuant to the terms of the Note, 300% of the outstanding principal and any interest due amount shall be immediately due. Upon an event of default caused by the Company’s breach of any other events of default specified in the Note, 150% of the outstanding principal and any interest due amount shall be immediately due.

The Note shall be due and payable on October 26, 2018, and may be prepaid by the Company within 180 days from the Issuance Date, in whole or in part, in accordance with the following schedule:

The foregoing description of the Purchase Agreement and Note are qualified in their entirety by reference to the full text of the Purchase Agreement and Note, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this report and are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Reference is made to the disclosure set forth under Item 1.01 above, which is incorporated by reference, in its entirety, into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

Convertible Promissory Note

The Note and the shares of common stock issuable upon conversion of the Note have not been registered under the Securities Act of 1933, as amended (“the Securities Act”), or any state securities laws, and are being offered and sold only to an “accredited investor” (as defined in Rule 501(a) of the Securities Act) pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D of the Securities Act. Reference is made to the disclosure set forth under Item 1.01 above, which is incorporated by reference, in its entirety, into this Item 3.02.

Sale of Common Stock

On November 1, 2017, the Company sold 1,000,000 shares of common stock, par value $0.0001, to one accredited investor at a purchase price of $0.20 per share. Proceeds to the Company were $200,000. The investor was also granted a five-year warrant (the “Warrant”) to purchase 666,666 shares of the Company’s common stock at an exercise price of $0.30 per share. The shares of common stock sold and issuable upon conversion of the Warrant have not been registered under the Securities Act, or any state securities laws, and are being offered and sold only to an “accredited investor” (as defined in Rule 501(a) of the Securities Act) pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D of the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(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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