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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): February 2, 2026
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 200, 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 1.01 Entry into a Material Definitive Agreement.
The information under Item 3.02 below is incorporated by reference
into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information under Item 3.02 below is incorporated by reference
into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
On February 2, 2026, HealthLynked Corp., a Nevada
corporation (the “Company”) issued and sold a Senior Secured Convertible Promissory Note in the principal amount of
$5,715,811.98 (the “Note”) to the Mary S. Dent Gifting Trust (the “Purchaser”). The Purchaser is
controlled by the Chief Executive Officer and Chairman of the Company, Dr. Michael Dent. The Company’s obligations under the Note
are secured by a first priority lien on all of the assets of the Company pursuant to that certain security agreement between the Company
and the Purchaser dated February 2, 2026 (the “Security Agreement”).
The Note was issued in exchange for the cancellation,
extinguishment and termination of certain obligations of the Company, including (i) promissory notes previously issued by the Company
to the Purchaser with aggregate outstanding principal of $4,338,191.70 and accrued interest of $737,180.26, (ii) undocumented advances
made by the Purchaser to the Company between June 2025 and January 2026 totaling $339,840.02, and (iii) unpaid compensation liability
due to Dr. Dent from 2017 in the amount of $300,600.00.
The Note matures on February 2, 2029 (the “Maturity
Date”). The Note accrues interest at a rate of 12% per annum. However, such rate shall increase to an annual rate of 18% per
annum for so long as any Event of Default (as defined in the Note) remains uncured. The Note is convertible ,in whole or in part, into
shares of Company common stock, par value $0.0001 (the “Common Stock”) at the option of the Purchaser prior to the
Maturity Date at a conversion price of $4.25 per share.
The Note was issued to the Purchaser, an accredited
investor, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 (the “Securities
Act”) and Regulation D promulgated thereunder. The Company will rely on this exemption from registration based in part on representations
made by the Purchaser in the Purchase Agreement. The Note, and any shares issuable upon conversion of the Note, have not been registered
under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration under
the Securities Act or an exemption from such registration requirements.
The foregoing description of the issuance and
sale of the Note to the Purchaser is not complete and is qualified in its entirety by reference to the full text of the Note and the Security
Agreement, which are filed herewith as Exhibits 10.1 and 10.2, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Exhibit Title or Description |
| 10.1 |
|
Senior Secured Convertible Promissory Note dated February 2, 2026 |
| 10.2 |
|
Security Agreement dated February 2, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 6, 2026 |
/s/ Jeremy Daniel |
| |
Jeremy Daniel |
| |
Chief Financial Officer |
