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): September 7, 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ¨

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

(a)           As previously reported, Richard G. Hersperger, the former Chief Executive Officer of Authentidate Holding Corp. (the “Company”) and a member of the board of directors, was terminated as CEO in August 2016. At the time of his termination, Mr. Hersperger demanded severance and other remuneration, which was rejected by the Company as without legal basis. He continued to serve on the board of directors and the Company believes he used this position to further his personal agenda.

On August 25, 2017, the Company commenced litigation against Mr. Hersperger to recover 38,321 shares of Common Stock issued to Mr. Hersperger and obtain declaratory relief confirming the termination of all further obligations to him. The complaint also seeks damages based on common law fraud and breach of fiduciary duty.

On September 7, 2017, 14 days after the commencement of the Company’s lawsuit against Mr. Hersperger, Mr. Hersperger resigned from the board of directors effective immediately. Through emails from him and his attorney, Mr. Hersperger informed the Company of his decision to resign, and his intention to commence litigation against the Company. These e-mails are attached as Exhibit 17.1 to this Current Report on Form 8-K. Subsequently, Mr. Hersperger emailed a purported “draft letter” of resignation that was replaced by a final letter dated September 12, 2017, which is attached as Exhibit 17.2 to this Current Report on Form 8-K.

In his resignation letter, Mr. Hersperger made statements expressing disagreements with the Company on matters relating to its operations, policies or practices. Specifically, he stated he had concerns arising from an alleged lack of transparency and other allegations relating to the standard of care exercised by the board. The letter also purports to describe certain events supporting his claims. The Company strongly disagrees with the assertions made by Mr. Hersperger and continues to believe his statements were primarily designed to motivate the Company to grant him severance.

The Company further believes that Mr. Hersperger’s letter contains untrue and defamatory statements about the Company, its officers and directors, and its counsel, and that Mr. Hersperger is simply trying to advance his litigation position. The Company contends that the proper forum to resolve the dispute between Mr. Hersperger and the Company is the Superior Court in Georgia where the action is pending, and not through the Company’s Exchange Act filings. Accordingly, the Company will not submit a detailed refutation of his allegations in this report.

In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. Hersperger 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached to this Form 8-K:

Exhibit No.	Description
17.1	Emails dated September 7, 2017
17.2*	Letter of Resignation of Richard Hersperger.

* Confidential treatment has been requested with respect to portions of this document pursuant to Rule 24b-2 of the Securities Exchange Act. The redacted portions of this document were filed separately with the Securities and Exchange Commission.

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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/ Paul S. Suda
	Name:  Paul S. Suda
	Title:    General Counsel
Date: September 13, 2017

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EXHIBIT INDEX

Exhibit Number	Description
17.1	Emails dated September 7, 2017
17.2*	Letter of Resignation of Richard Hersperger

* Confidential treatment has been requested with respect to portions of this document pursuant to Rule 24b-2 of the Securities Exchange Act. The redacted portions of this document were filed separately with the Securities and Exchange Commission.

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EX-17.1

Exhibit 17.1

From:	Joseph Hudak <josephhudaklaw@gmail.com>
Sent:	Thursday, September 7, 2017 4:27 PM
To:	Goldstein, Michael; Richard Hersperger
Subject:	Resignation of Richard G. Hersperger

Dear Mr. Goldstein:

I represent Richard G. Hersperger.

Please accept this email as Mr. Hersperger’s resignation from the Board of Directors of Authentidate Holding Corporation / Aeon Global Health, effective immediately.

Mr. Hersperger intends to commence litigation against Authentidate Holding Corporation / Aeon Global Health forthwith. Please call me if you would like to discuss a possible resolution.

Thank you,

Joseph E. Hudak, Esquire

505 Court Place

Pittsburgh, PA  15219

(412)867-8119

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From:	Joseph Hudak <josephhudaklaw@gmail.com>
Sent:	Thursday, September 7, 2017 4:45 PM
To:	Goldstein, Michael; Richard Hersperger
Subject:	Re: Resignation of Richard G. Hersperger

Dear Mr. Goldstein:

As a follow-up to my earlier email of today, please note that Mr. Hersperger will provide a formal letter of resignation within seven (7) days. The resignation, however, is effective immediately as set forth in my email.

Thank you,

Joseph E. Hudak, Esquire

505 Court Place

Pittsburgh, PA  15219

(412)867-8119

On Thu, Sep 7, 2017 at 4:27 PM, Joseph Hudak <josephhudaklaw@gmail.com> wrote:

Dear Mr. Goldstein:

I represent Richard G. Hersperger.

Please accept this email as Mr. Hersperger’s resignation from the Board of Directors of Authentidate Holding Corporation / Aeon Global Health, effective immediately.

Mr. Hersperger intends to commence litigation against Authentidate Holding Corporation / Aeon Global Health forthwith. Please call me if you would like to discuss a possible resolution.

Thank you,

Joseph E. Hudak, Esquire

505 Court Place

Pittsburgh, PA  15219

(412)867-8119

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From:	Richard Hersperger <rghersperger@gmail.com>
Sent:	Thursday, September 7, 2017 8:41 PM
To:	Goldstein, Michael
Cc:	Sonny Roshan | Aeon Clinical Laboratories (sroshan@aeonglobalhealth.com); Marc Horowitz; Charles Lucas; Charles Lucas; Mustafa Chagani; Varinder Rathore
Subject:	Letter of Resignation
Attachments:	RGH Letter of Resignation .pdf

Michael,

Please see the attached “draft letter” of resignation. We will be cleaning up some language and supplementing it with the exhibits within the required time period. Mr. Hudak misunderstood my instructions and did not attach the letter. I want the reason for my resignation to be crystal clear.

Regards,

Richard

This e-mail communication (including any attachments) may contain legally privileged and confidential information intended solely for the use of the intended recipient. If you are not the intended recipient, you should immediately stop reading this message and delete it from your system. Any unauthorized reading, distribution, copying or other use of this communication (or its attachments) is strictly prohibited.

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EX-17.2

Exhibit 17.2

Richard G. Hersperger

12209 Linshan Drive, North Huntingdon PA 15642

September 12, 2017

Aeon Global Health

Authentidate Holding Corporation

2225 Centennial Drive

Gainesville,GA 30504

Re: Notice to the Board of Immediate Resignation from the Authentidate Holding Corporation / Aeon Global Health, Board of Directors

To All Directors and Officers of Authentidate Holding Corporation / Aeon Global Health

Effective Immediately, I am resigning from the Board of Directors. I have strongly voiced my concerns regarding the lack of transparency by this Board and by Management. The Management, as well as certain board members continued lack of transparency to the Shareholders, and to the Public at large, rises to a level of contempt, and possibly criminal conspiracy. I have made numerous attempts to try and instill a duty of care standard to this board and to management that has fallen on deaf ears.

Management and certain members of the Board, have refused to address questions by myself and other board members, “Ron Olkewicz and Roy Beauchamp” who have both since resigned, we have repeatedly requested information as to the state of the Company’s Finances and Creditor obligations, as well as the Status of **** by ****, “Health and Human Services¹”, **** and the **** by the ”****.

I have made repeated requests for information and clarification to Charles Lucas the “Chairman of the Audit Committee”. My repeated requests have been ignored and redirected to the company’s Attorney with no substantive answers to any queries. The practice of being lead in circles has gone on far too long. As an Attorney, practicing in Securities and Compliance law “Mr. Lucas” above all people should understand how important transparency, co-operation, and the duty of care that we must uphold as board members of a public company. Directors must satisfy their fiduciary duties. It is prudent for directors to consult with management, attorneys or other advisors in seeking information. These requests should not be ignored.

¹ Refers to the review by the U.S. Department of Health and Human Services Office for Civil Rights, as described in the Company’s Quarterly Report on Form 10-Q, filed July 28, 2017.

[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

I have questioned the same of Marc Horowitz who is both on the “Audit” and “Compensation Committee’s” without a satisfactory answer. I have also questioned the board and Mr. Horowitz director as to his Independent Board Status. As described in greater detail, on December 10, 2014, the company entered into an agreement with “Lazarus Investment Partners” pursuant to which the company granted them the right to nominate a second individual for election to the board. In accordance with the terms of this agreement, Marc A. Horowitz was elected to the board of directors as of December 10, 2014. I cautioned that Mr. Horowitz may not qualify as an independent board member and should not be a member of both the Audit and Compensation committee, which at the very least may be a conflict of interest. These concerns were again, left unanswered.

In a Board meeting on March 24, 2017 I presented a motion that management be compelled to provide basic updates on the Company’s Finances and Creditor obligations, as well as the Status of **** by ****, “Health and Human Services¹”, **** and the **** by the ****. This motion was seconded by “Roy Beauchamp”, it came to a vote and a block of board members including the Chairman “Sonny Roshan” voted the motion down. At that time,there had been no informational updates in over nine months other than a blank statement that the company was in “financial distress” and looking for bridge loans. This board has a fiduciary Duty to ascertain the financial fitness of the company as well as regulatory and legal status to take necessary corrective actions. See attached.

There have been multiple demands for basic corporate formalities such as providing “Board Meeting Minutes” in a reasonable time period after a Board Meeting occurs. The company and the law firm, “Becker & Poliakoff” engages in a practice of manufacturing board minutes many months after the fact with false and misleading statements to try and memorialize their own dishonest agenda. In some cases, stating absolute falsifications and even that board members are on the calls when in fact they were not even in attendance.

The management has engaged in a practice of a preferential payments with certain select creditors, in some cases, putting the company at risk of not being able to meet its operational obligations as they become due to key vendors, employees,and agents. The company has engaged in a practice of diverting funds and stock, and the manipulation of records to retain revenue. Management without board deliberation or approval has converted and reissued “my personal shares of stock” to third parties. This action is a violation of the law that may result in a criminal investigation and prosecution.

The company has also made false and inaccurate statements in the filings to the public. The company has also failed to disclose material affiliations to Shareholders and the Public when it should be obvious that these affiliate companies are not at arm’s length. Management has not been transparent concerning the shareholder interest of the various corporations that they have an ownership interest in. My repeated request to disclose these details have been ignored. Please see the List of potential affiliated Companies attached. Please see Exhibits.

At this time, I am also serving notice that myself and others will be bringing several legal actions against the Company and this board, included but not limited to an Involuntary Bankruptcy, a Whistleblower Action with the Securities and Exchange Commission, a Breach of Contract claim as well as a claim for Deflamation and Commercial Disparagement.

¹ Refers to the review by the U.S. Department of Health and Human Services Office for Civil Rights, as described in the Company’s Quarterly Report on Form 10-Q, filed July 28, 2017.

[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH ASTERISKS [****], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

The board of directors, Section 141(a) of the General Corporation Law of the State of Delaware implies that it is the board collectively as a deliberative body, and not a particular subset of directors, that must exercise its authority. A board only can act properly after there has been an opportunity for all directors to participate in the board’s decision-making process. The right of every director to have an opportunity to participate in deliberations, and the concomitant right of every other director to benefit from each director’s insights, has been recognized in Delaware for over a hundred years. This Board and Management are broken. Please see the “Attached Exhibits” that emphasizes my continued call for full Transparency by Management and this Board. The Management and certain members of this board continue to engage in reckless behavior. Management and this Board are not upholding its responsibility to ensure that it is working for the best interest of all the shareholders and the public.

For all the reasons stated above, I resign from the Board of Directors effective immediately.

Regards,

Richard Hersperger

Cc: Victor DiGioia Esq., Becker & Poliakoff
Michael Goldstein Esq., Becker & Poliakoff
Robert O. Lampl Esq., The Lampl Law Firm
Joseph E. Hudak, Esq.
Members of the Board of Directors
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