HealthLynked Corp 8-K

What Happened

• HealthLynked Corp (HLYK) filed an 8‑K on Feb 6, 2026 disclosing that on Feb 2, 2026 it issued a Senior Secured Convertible Promissory Note for $5,715,811.98 to the Mary S. Dent Gifting Trust, which is controlled by the Company’s CEO and Chairman, Dr. Michael Dent. The Note is secured by a first‑priority lien on all Company assets pursuant to a Security Agreement dated Feb 2, 2026. The Note was issued in exchange for cancellation of prior obligations owed to the Purchaser.

Key Details

• Note principal: $5,715,811.98; issuance date: Feb 2, 2026; maturity: Feb 2, 2029.
• Interest: 12% per annum, increasing to 18% per annum while any Event of Default remains uncured.
• Consideration forgiven/cancelled: previously issued promissory notes principal $4,338,191.70 plus accrued interest $737,180.26; undocumented advances $339,840.02; unpaid 2017 compensation $300,600.00.
• Conversion: Purchaser may convert the Note (in whole or part) into common stock at $4.25 per share prior to maturity — full conversion would equal roughly 1.34 million shares (5,715,811.98 ÷ $4.25 ≈ 1,344,325 shares).
• Related‑party and registration: Purchaser is CEO‑controlled; the Note and any shares issuable upon conversion were issued without registration, relying on Section 4(a)(2) and Regulation D exemptions.

Why It Matters

• This is a material new debt and secured obligation that restructures existing payables to a CEO‑controlled trust and places a first‑priority lien on the Company’s assets, which affects creditor priority. The interest rate and default penalty raise the Company’s cash servicing cost if defaults occur.
• The conversion feature could dilute existing shareholders if the trust exercises conversion rights (potentially ~1.34M shares at $4.25/share if fully converted). The transaction is a related‑party financing, which investors typically watch closely for governance and conflict‑of‑interest implications.