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 4, 2018

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. ☐

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Item1.01 Entry into Material Definitive Agreement.

On January 4, 2018, Authentidate Holding Corp. (the “Company” or “Authentidate”) entered into a Consulting Agreement with Dr. Armando Moncada, M.D. (“Moncada” or the “Consultant”) pursuant to which the Company engaged Moncada to act as its Chief Medical Officer – Pathology and to provide certain consulting services in connection with the operation of the Company’s pathology laboratory, as specified in the Consulting Agreement.

The Consulting Agreement provides for a term expiring December 31, 2020, however it may be terminated sooner by either party upon 30 day’s prior written notice. Further, either party may terminate the Consulting Agreement if the other party is in default of certain obligations, as specified therein, including the commission of an uncured breach of any of the terms of the agreement, or in the case of the Consultant, his failure to comply with the covenants set forth in the Consulting Agreement. In the event that the Consulting Agreement is terminated by the Company without cause, or by the Consultant due to a breach by the Company, the Consultant will be entitled to receive all fees earned through the date of termination, plus the Company shall pay the Consultant the applicable consulting fee for one additional month.

Pursuant to the Consulting Agreement, the Company agreed to pay the Consultant the following consulting fees: (i) an amount of $40,000 upon the execution of the agreement, (ii) the sum of $25,000 per month, commencing February 1, 2018, and (iii) an additional sum of $40,000 on or about January 15, 2019 and January 15, 2020. Further, the Company agreed to grant the Consultant 280,000 restricted stock units (“RSUs”) pursuant to its 2011 Omnibus Equity Incentive Plan (the “Plan”), which RSUs will vest in the event that the Consultant remains engaged by the Company to the end of the term of the Consulting Agreement and subject to the achievement of certain performance criteria and the approval of the Company’s shareholders of an amendment to the Plan to increase the number of shares of common stock available for awards to be issued thereunder.

In addition, pursuant to the Consulting Agreement, Moncada agreed to transfer and assign to the Company, in his personal capacity as well as in his capacity as a controlling member and/or officer of PCG Molecular, LLC and Pathology Consultants of Georgia, Inc., all rights to the intellectual property of such entities, whether trademarks, patents, patent applications, service marks. The completion of the transaction to acquire the foregoing intellectual property rights is subject to the negotiation and execution of a definitive assignment agreement and other customary closing conditions. Accordingly, there can be no assurance that a definitive agreement will be reached by the parties.

The Consulting Agreement, includes customary confidentiality, non-solicitation, and non-competition obligations that survive the termination of the agreement.

The foregoing summary of the Consulting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Consulting Agreement, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2017.

Item8.01 Other Events.

On January 10, 2018, the Company issued a press release announcing its engagement of Dr. Moncada as its Chief Medical Officer and its Consulting Agreement with him. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits.
(d)	Exhibits
The following exhibit is attached to this Form 8-K:
Exhibit No.	Description
99.1	Press Release

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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/ Michael J. Poelking
	Name: Michael J. Poelking
	Title:   Chief Financial Officer
Date:   January 10, 2018

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release

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EX-99.1

Exhibit 99.1

Aeon Global Health Names Armando Moncada, MD, FCAP as Chief Medical Officer of its Anatomic Pathology Business

Company Also Announces Agreement to Acquire Certain IP Assets of PCG Molecular, LLC

For Immediate Release:

Gainesville, GA, January 10, 2018: Aeon Global Health (ADAT: OTCQB), a growth-oriented provider of personalized, clinically actionable medical informatics and telemedicine, announced today that Armando Moncada, MD, FCAP, has been appointed to the position of Chief Medical Officer of its Anatomic Pathology business line. Dr. Moncada has more than 20 years’ experience in the pathology field, the last ten of which he served as Chief Medical Officer of PCG Molecular. He has expertise in the fields of gynecologic, breast, and head and neck pathology and cytopathology as well as in molecular pathology and oropharyngeal and cervical cancer genomics.

“It is with great pleasure that we welcome Dr. Moncada to our leadership team” said Sonny Roshan, Chairman and CEO of Aeon Global Health. “He has built an impressive reputation for his work in actionable molecular and genetic information related to an individual’s risk for developing cancer. We are confident that this will serve Aeon well as we continue to build a world-class medical information company”.

“Dr. Moncada will provide important guidance and advice as we expand into the anatomic pathology field. By adding targeted assays based on his expertise, we believe that Aeon can emerge with a menu that will augment our outcomes-based assays that are the hallmark of today’s healthcare environment”.

Dr. Moncada is a Board Certified pathologist by the American Board of Pathology and served as the Chief Medical Officer (CMO) of PCG Molecular, LLC. He trained in pathology while attending Tulane University School of Medicine in New Orleans, Louisiana followed by a fellowship in oncopathology at City of Hope Medical Center in Duarte, California. Upon completing his fellowship, Dr. Moncada served as medical director of large hospital systems in Texas and New Mexico. He was then given an appointment as Assistant Professor of Pathology at Baylor College of Medicine in Houston.

Dr. Moncada is a Fellow and/or active member of the following professional organizations: American Medical Association, College of American Pathologists, American Society for Clinical Pathology, American College of Physician Executives, and Association for Molecular Pathology.

In addition, Dr. Moncada is an experienced College of American Pathologists (“CAP”) inspector who served as the State Commissioner for the College of American Pathologists in New Mexico where he was responsible for the laboratory accreditation program for both clinical and pathology medical laboratories. He continues to serve as a CAP inspector for the College of American Pathologists and understands the changing needs of the medical community and laboratory industry. Dr. Moncada also has a special interest in the laboratory industry and healthcare administration.

In addition, Aeon Global Health announced that it intends to acquire certain intellectual property assets from PCG Molecular, LLC, a genetics and molecular informatics company that has developed proprietary testing for screening for oropharyngeal carcinoma and related infectious diseases. Dr. Moncada is the controlling officer of PCG Molecular. Among the assays developed by PCG are MOP® —a multiplex-based molecular assay for the identification of a number of extra-genital sexually transmitted diseases from samples taken in the oral cavity; Bella One Pap™, a comprehensive molecular cervical based test that identifies both cervical cancer risk as well as infectious agents from a single sample; and MAP™-Molecular Anal Pap, a genetic assay for the identification of anal cancer risk and related sexually transmitted diseases. Completion of this transaction is subject to the negotiation and execution of a definitive assignment agreement and customary conditions. Accordingly, there can be no assurance that a definitive agreement will be reached by the parties.

About Authentidate Holding Corp.:

Aeon Global Health (Aeon), the operating arm of Authentidate Holding Corp., is an emerging leader in the provision of clinically actionable medical informatics. Founded in 2011, Aeon is focused on the delivery of services that exceed federal standards for quality and industry standards for turn-around time. Operating out of a 30,000 square foot facility built to FDA standards in suburban Atlanta, the Company provides a comprehensive menu of diagnostic and laboratory- developed tests as well as interpretative data for a wide range of inherited conditions.

Except for historical information, the matters discussed in this press release may be considered "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this release, words such as “believe”, anticipate” think”, “intend”, “plan”, “will be”, “expect” or similar expressions identify such forward looking statements. In addition, such statements include declarations regarding the intent, belief or current expectations of Authentidate Holding Corp. and its management, including those related to cash flow, gross margins, revenues, and expenses which are dependent on a number of factors outside of the control of the Company including, for example, the markets for the Company's services, costs of and services, other expenses, government regulations, litigation, and general business conditions. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that could materially affect actual results. The Company disclaims any obligations to update any forward-looking statement as a result of developments occurring after the date of this press release.