UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 13, 2022, HealthLynked Corp. (the “Company”) entered into an offer letter (the “Agreement”) with George O’Leary in his continuing capacity as Chief Financial Officer of the Company. The Agreement is effective as of July 1, 2022 and provides that Mr. O’Leary’s base salary will be $259,000 per year, with annual review and adjustment at the discretion of the Chief Executive Officer and Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), and an annual incentive bonus of 25% of annual salary based on the achievement of the Company of certain financial metrics as approved by the Compensation Committee. In addition, Mr. O’Leary will be eligible for a cash bonus of $50,000 upon the uplisting of the Company and completion of a financing round at the time of uplisting. The Agreement also provides that Mr. O’Leary will receive a grant of 100,000 shares of restricted stock upon execution of the Agreement and additional grants of 100,000 restricted shares on each of July 1, 2023, 2024 and 2025. Mr. O’Leary was also granted 1,200,000 stock options with an exercise price of $0.06, 162,500 of which will be subject to time vesting, and the remainder will be subject to vesting upon the achievement of certain of the Company’s corporate objectives and Mr. O’Leary’s individual objectives, each as outlined in the Agreement.
Mr. O’Leary will receive full healthcare benefits through the Company. If Mr. O’Leary is terminated without cause the Company agrees to provide Mr. O’Leary as severance an amount equal to six (6) months of his base salary.
On October 13, 2022, the Company and Mr. O’Leary entered into a Non-Disclosure, Non-Solicitation and Non-Compete Agreement, effective as of September 20, 2022 (the “Non-Compete Agreement”). In part, the Non-Compete Agreement contains a non-solicitation and non-compete provision which will be in effect for a two-year period following the termination of Mr. O’Leary’s employment relationship with the Company; provided, however, such period is shortened to six (6) months if Mr. O’Leary is terminated without cause.
Mr. O’Leary does not have any family relationships with any of the Company’s other officers or directors.
The foregoing descriptions of the Agreement and the Non-Compete Agreement are not complete and are qualified in their entirety by reference to the full text of the Agreement and the Non-Compete Agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit Number |
Description of Document | |
| 10.1 | Extension Letter Agreement, by and between HealthLynked Corp. and George O’Leary, dated October 13, 2022. | |
| 10.2 | Non-Disclosure, Non-Solicitation and Non-Compete Agreement between HealthLynked Corp. and George O’Leary, dated October 13, 2022 | |
| 104 | Cover page of this Current Report on Form 8-K formatted in Inline XBRL |
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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: October 19, 2022 | /s/ Dr. Michael Dent |
| Dr. Michael Dent | |
| Chief Executive Officer |
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