8-K

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): January 11, 2017

AUTHENTIDATE HOLDING CORP.

(Exact name of registrant as specified in its charter)

COMMISSION FILE NUMBER:  0-20190

DELAWARE	14-1673067
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2225 Centennial Drive

Gainesville, GA 30504

(Address and zip code of principal executive offices)

1-(888) 661-0225
(Registrant's telephone number, including area code

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:

¨ 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))

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Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)  On January 11, 2017, Ronald C. Oklewicz, a member of the board of directors of Authentidate Holding Corp. (the “Company”), delivered a letter notifying the Company of his decision to resign from the board of directors effective immediately. In his letter, Mr. Oklewicz made statements expressing his disagreements with the Company on matters relating to its operations, policies or practices. Specifically, Mr. Oklewicz stated he had concerns arising from an alleged lack of transparency, candor and effective business processes. He further alleged his exclusion from certain meetings of the board or committees. The Company strongly disagrees with a number of the statements and assertions made by Mr. Oklewicz and submits the following in response to Mr. Oklewicz’s resignation letter.

The Company strongly disputes Mr. Oklewicz’s allegations of a lack of transparency and candor which led to difficulties for the combined board to establish trust and cooperation. The Company’s board of directors has held numerous formal, and other informal, meetings during the course of the past year, at which Mr. Oklewicz had mostly attended and was an active participant. In August 2016, the board considered terminating its relationship with its then Chief Executive Officer, Mr. Richard Hersperger, who was initially introduced to the Company by Mr. Oklewicz. The board was concerned that Mr. Oklewicz’s relationship with Mr. Hersperger would cause either a real or apparent conflict and therefore sought to remove him from these deliberations. Further, both during and subsequent to the events surrounding Mr. Hersperger’s termination, Mr. Oklewicz’s actions as a board member became increasingly adversarial and, invariably, his positions were more aligned with those of Mr. Hersperger rather than the Company.

In effort to allow the board to consider the events surrounding Mr. Hersperger’s departure as CEO in confidence, the Company initially considered forming an executive committee consisting of all the members except for Messrs. Oklewicz and Hersperger. This “committee” neither ever met nor took any action and was dissolved in favor of a special committee consisting of three members on December 7, 2016.

In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. Oklewicz with a copy of the disclosures contained in this Current Report on Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission. A copy of Mr. Oklewicz’s letter to the Company is attached as Exhibit 17.1.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits
The following exhibit is attached to this Form 8-K:
Exhibit No.	Description
17.1	Letter of Resignation of Ronald Oklewicz.

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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.

	AUTHENTIDATE HOLDING CORP.
	By:	/s/ Hanif A. Roshan
	Name:	Hanif A. Roshan
	Title:	Chief Executive Officer
Date:   January 18, 2017

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EXHIBIT INDEX

Exhibit Number	Description
17.1	Letter of Resignation of Ronald Oklewicz.

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EX-17.1

Exhibit 17.1

Ron Oklewicz 11927 Triple Crown Rd • Reston, VA 20191 • 703.402.2389

January 11, 2017

Mr. Sonny Roshan

Chairman and CEO

Aeon Global Health

2225 Centennial Drive

Gainesville, GA 30504

Dear Chairman Roshan,

I joined the Board of Directors of Authentidate effective January 2016 with enthusiasm for the possibilities that the announced merger of Authentidate and Aeon Clinical presented. I believed that the merger would enable Authentidate shareholders to survive a NASDAQ delisting, which was brought on by over $200 million in Authentidate operating losses. For Aeon Clinical, the merger presented the opportunity to accelerate its already profitable growth via the public markets, while the synergy of product lines would enable the company to expand its global reach and increase shareholder value.

Mergers are always difficult, but many of the cultural issues that led to Authentidate’s financial failure remain and are continuing to affect the pace of change needed to positively impact Aeon Global Health’s vision and shareholder value. I have strongly voiced my concerns regarding the lack of transparency independent candor, and effective business processes, which has made it difficult for the combined board to establish the trust and cooperation essential to ensuring effective leadership. Since the dubious creation of an executive committee in August, which excluded me as a member, I have had no involvement in any decisions or have even been made aware of meetings that may have led to those decisions. I found this practice unacceptable, particularly since I am an independent board member and the number of pressing issues facing the company. I applauded the recent Board decision to eliminate the executive committee and the Board’s stated intent to focus on resolving the issues impacting the progress of the company by establishing effective processes, only to see this goodwill and focus quickly dissolve over simple questions that I have every right to ask and the continued fabrications regarding my intent for asking them. Given that the majority of the issues facing the company are self inflected, I believe the shareholders of Aeon Global Health are best served by active, independent Board members carrying out their duty of due diligence.

As I verbally advised you and the Board on December 7, 2016, it was my intent not to stand for re-nomination to Aeon Global Health’s Board of Directors in 2017, given the continued lack of transparency, I have decided that its best that I resign from the Aeon Global Board effective immediately.

I trust that all expenses and compensation due to directors under the terms of the Authentidate Bylaws will paid upon receipt of my accounting, which will be provided under separate cover.

I wish the members of Aeon Global Health’s Board of Directors and management much success in the future.

Sincerely,

Ronald C. Oklewicz

Cc: Victor DiGioia

Members of the Board of Directors

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