HealthLynked issues $5.7M insider convertible note

HealthLynked Corp. entered into a related-party financing by issuing a senior secured convertible promissory note with principal of $5,715,811.98 to the Mary S. Dent Gifting Trust, which is controlled by its CEO and Chairman, Dr. Michael Dent.

Rhea-AI Filing Summary

HealthLynked Corp. entered into a related-party financing by issuing a senior secured convertible promissory note with principal of $5,715,811.98 to the Mary S. Dent Gifting Trust, which is controlled by its CEO and Chairman, Dr. Michael Dent.

The new note consolidates prior obligations, including earlier promissory notes with principal of $4,338,191.70 and accrued interest of $737,180.26, undocumented advances of $339,840.02, and $300,600.00 of unpaid 2017 compensation. It carries 12% annual interest, rising to 18% upon uncured default, matures on February 2, 2029, and is secured by a first-priority lien on all company assets. The note is optionally convertible into common stock at $4.25 per share and was issued in a private, unregistered transaction relying on Section 4(a)(2) and Regulation D exemptions.

Insights

Capital structure and governance analyst

HealthLynked consolidates $5.7M insider debt into a secured, convertible note.

HealthLynked replaced multiple obligations to an insider-controlled trust with a single senior secured convertible note for $5,715,811.98. This wraps prior notes, undocumented advances, and unpaid 2017 compensation into one instrument maturing on February 2, 2029.

The note bears 12% annual interest, rising to 18% if an event of default remains uncured, which sets a relatively high cost of capital. It is secured by a first-priority lien on all company assets, positioning the insider trust ahead of other unsecured creditors in a downside scenario.

The holder may convert the note into common stock at $4.25 per share, which could lead to equity issuance depending on future decisions by the Mary S. Dent Gifting Trust. Actual dilution and cash impact depend on whether the holder chooses cash repayment or conversion before the 2029 maturity.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did HealthLynked (HLYK) announce in its latest 8-K filing?

HealthLynked issued a senior secured convertible promissory note for $5,715,811.98 to an insider-controlled trust. The note consolidates prior debt and unpaid compensation, carries 12% interest (18% on default), matures in February 2029, and is secured by a first-priority lien on all company assets.

How large is the new HealthLynked senior secured convertible note?

The note has a principal amount of $5,715,811.98. This total reflects exchanged obligations including earlier promissory notes, undocumented advances from June 2025 to January 2026, and unpaid 2017 compensation owed to Dr. Michael Dent and the Mary S. Dent Gifting Trust.

What are the interest rate and maturity terms of HealthLynked’s new note?

The note accrues interest at 12% per year and matures on February 2, 2029. If an event of default remains uncured, the interest rate increases to 18% annually. These terms define the long-term cost and timeline of the company’s obligation to the insider-controlled trust.

Is HealthLynked’s new promissory note secured by company assets?

Yes, the note is secured by a first-priority lien on all HealthLynked assets. This security interest is documented in a security agreement dated February 2, 2026, placing the Mary S. Dent Gifting Trust ahead of unsecured creditors with respect to the company’s asset base.

Can HealthLynked’s new note be converted into common stock, and at what price?

Yes, the purchaser can convert the note into common stock at $4.25 per share. Conversion is at the option of the Mary S. Dent Gifting Trust at any time before the February 2, 2029 maturity, potentially exchanging debt for equity instead of cash repayment.

How was the HealthLynked note offering structured under U.S. securities laws?

The note was issued as an unregistered private placement to an accredited investor. HealthLynked relied on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation D, with the purchaser providing supporting representations in the purchase agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/06/2026 - 04:00 PM Learn about SEC filing dates

false 0001680139 0001680139 2026-02-02 2026-02-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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)

1

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

2