Private Placement (Form 8-K)

3.02 Unregistered Sales of Equity Securities.

On February 2, 2026, HealthLynked Corp., a Nevada corporation (the "Company") issued and sold a Senior Secured Convertible Promissory Note in the principal amount of $5,715,811.98 (the "Note") to the Mary S. Dent Gifting Trust (the "Purchaser"). The Purchaser is controlled by the Chief Executive Officer and Chairman of the Company, Dr. Michael Dent. The Company's obligations under the Note are secured by a first priority lien on all of the assets of the Company pursuant to that certain security agreement between the Company and the Purchaser dated February 2, 2026 (the "Security Agreement").

The Note was issued in exchange for the cancellation, extinguishment and termination of certain obligations of the Company, including (i) promissory notes previously issued by the Company to the Purchaser with aggregate outstanding principal of $4,338,191.70 and accrued interest of $737,180.26, (ii) undocumented advances made by the Purchaser to the Company between June 2025 and January 2026 totaling $339,840.02, and (iii) unpaid compensation liability due to Dr. Dent from 2017 in the amount of $300,600.00.

The Note matures on February 2, 2029 (the "Maturity Date"). The Note accrues interest at a rate of 12% per annum. However, such rate shall increase to an annual rate of 18% per annum for so long as any Event of Default (as defined in the Note) remains uncured. The Note is convertible ,in whole or in part, into shares of Company common stock, par value $0.0001 (the "Common Stock") at the option of the Purchaser prior to the Maturity Date at a conversion price of $4.25 per share.

The Note was issued to the Purchaser, an accredited investor, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act") and Regulation D promulgated thereunder. The Company will rely on this exemption from registration based in part on representations made by the Purchaser in the Purchase Agreement. The Note, and any shares issuable upon conversion of the Note, have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements.

The foregoing description of the issuance and sale of the Note to the Purchaser is not complete and is qualified in its entirety by reference to the full text of the Note and the Security Agreement, which are filed herewith as Exhibits 10.1 and 10.2, respectively.