DEF 14C: HealthLynked Corp. Announces Reverse Stock Split to Boost Share Price and Attract Institutional Investors

HealthLynked Corp. will implement a 100-for-1 reverse stock split to increase its per-share stock price and attract institutional investors, with the action expected to be effective around April 28, 2025.

Summary

• HealthLynked Corp. has approved an amendment to its articles of incorporation to effect a reverse stock split of its common stock at a ratio of 100-for-1.
• The reverse stock split aims to increase the per-share stock price to attract professional investors and institutions, potentially leading to greater liquidity and a stronger investor base.
• The Board of Directors will determine the exact date of the reverse stock split, which is expected to be effective around April 28, 2025, no earlier than 40 days after the Information Statement is sent to stockholders.
• Stockholders will receive one new share for every 100 old shares, with fractional shares rounded up to the nearest whole share.
• The reverse stock split will not change the number of authorized shares of common stock, but it will increase the number of shares available for issuance.
• The company's Common Stock is quoted on the OTCQB under the symbol HLYK.
• As of February 25, 2025, there were 281,947,151 shares of Common Stock and 2,750,000 shares of Series B Preferred Stock issued and outstanding.

Sentiment

Score: 6

Explanation: The document presents a neutral view of the reverse stock split, outlining both potential benefits and risks. The company expresses optimism about attracting investors but acknowledges the uncertainty of the outcome.

Positives

• The reverse stock split is intended to increase the per-share stock price, potentially attracting institutional investors.
• A higher stock price could lead to greater liquidity and a stronger investor base.
• The reverse stock split could reduce certain costs for the company.
• The company believes the reverse stock split is in the best interests of the company and its stockholders.

Negatives

• Reverse stock splits can have a negative perception among investors, analysts, and other stock market participants.
• There is no assurance that the stock price will increase or remain at a higher level after the reverse stock split.
• The total market capitalization of the company may be lower after the reverse stock split.
• Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in round-lots of even multiples of one hundred (100) shares.

Risks

• The market price of the common stock may be adversely affected by factors such as financial results, market conditions, and market perception of the business.
• The reverse stock split may not lead to a sustained increase in the trading price of the common stock.
• The increased number of authorized but unissued shares of common stock could have an anti-takeover effect.
• The federal income tax treatment of the receipt of the additional fractional interest by a stockholder is not clear and may result in tax liability not material in amount in view of the low value of such fractional interest.

Future Outlook

The company anticipates that the reverse stock split will increase the per share stock price and generate greater interest among professional investors and institutions, leading to greater liquidity and a stronger investor base, but there is no guarantee.

Management Comments

• We believe that if we are successful in maintaining a higher stock price, the stock will generate greater interest among professional investors and institutions.
• If we are successful in generating interest among such entities, we anticipate that our Common Stock would have greater liquidity and a stronger investor base.
• Accordingly, for these and other reasons discussed below, we believe that effecting the reverse stock split is in the Company's and our stockholders best interests.

Industry Context

Reverse stock splits are often used by companies trading at low prices to improve their stock's appeal to institutional investors and meet listing requirements, but their success varies and can be perceived negatively.

Comparison to Industry Standards

• Many companies in similar situations have performed reverse stock splits, with varied results.
• Some companies have seen their stock price increase and maintain those gains, while others have seen their stock price decline back to pre-split levels.
• The success of the reverse stock split will depend on the company's financial results, market conditions, and market perception of its business.

Stakeholder Impact

• Stockholders will experience a reduction in the number of shares they own, but their percentage ownership will remain the same (except for fractional shares).
• The reverse stock split may affect the market price of the common stock, potentially impacting the value of stockholders' investments.
• The company hopes to attract institutional investors, which could benefit all stockholders.
• Employees with stock options or warrants will see adjustments to their holdings.

Next Steps

• File an amendment to the company's articles of incorporation with the Secretary of State of the State of Nevada.
• Obtain a new CUSIP number for the new Common Stock effective at the time of the reverse split.
• Notify stockholders of the effectiveness of the reverse split.
• Exchange stock certificates through the transfer agent.

Key Dates

Keywords

reverse stock split, HealthLynked Corp, stock price, institutional investors, common stock, stockholders, HLYK, OTCQB