SecProbe.io

Mail Stop 3720

February 1 6, 2017

Michael Dent
Chief Executive Officer
HealthLynked Corp.
1726 Medical Boulevard
Suite 101
Naples, Florida 34110

Re: HealthLynked Corp.
Registration Statement on Form S -1
Filed Febr uary 8, 201 7
  File No. 333 -215963

Dear Mr. Dent :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We acknowledge the arguments ma de in response to our prior comment 1.  However, it
continues to appear to us that the offering amounts to an indirect primary.  As previously
noted, this means that the offering price must be fixed for the duration of the offering and
identify the selling  shareholders as underwriters on the prospectus cover page.

Michael Dent
HealthLynked Corp.
February 1 6, 2017
Page 2

Risk Factors, page 5
The departure or loss of Robert Horel, our Chief Commercial Offi cer, could disrupt our business,
page 6

2. Based on your remarks concerning the importance of Robert Horel for the company, it
appears that his employment contract is a material contract.  Please file the agreement as
an exhibit and disclose its material terms.

Financial Statements

Issuance of C ommon and Preferred Stock, page F -15

3. We have considered your response to comment 12 and it remains unclear to us how a
$1,625,000 valuation for HealthLynked Corp. was justifiable as of September 5,
2014.   Your response explains that Dr. Dent was issued di sproportionately more shares in
HealthLynked Corp. because Dr. Dent was responsible for creating the HealthLynked
Network and HealthLynked Corp.   Currently however “HealthLynked Network is in the
early stages of development” and prior to this merger Health Lynked Corp. was a shell
company without material operations between its formation on August 6, 2014 and the
September 5, 2014 merger date.   In this regard please describe for us the following:
 How and when HealthLynked Corp. came to own and benefit from H ealthLynked
Network,
 The considerations exchanged in the acquisition of HealthLynked Networks by
HealthLynked, Corp. and how they were accounted for,
 The extent to which HealthLynked Neteworks and HealthLynked Corp. engaged in
material development and othe r business operations prior to the September 5, 2014
merger, and if material how pre -merger results of HealthLynked Neteworks and
HealthLynked Corp. are accounted for in your historical financial statements,
 Why you considered HealthLynked Network to  be in  the healthcare information
services (“HIS”) industry when, on September 5, 2014, it appears to have been a
component of a shell company without material operations, and
 How you determined and calculated the $1,625,000 and $875,000 values attributed to
HealthLynked Corp.   and Naples Women’s Center, respectively, at the time of the
merger.

4. It further appears from your response to comment 12 that Dr. Dent was compensated with
common stock in the September 5, 2014 transaction for $402,000 of pre -merger loans he
made to Naples Women’s Center.   These related party loans however appear to have been
repaid in cash according to the disclosures in your consolidated statements of cash flows
for the year ended December 31, 2014.   Please clarify your accounting for thi s portion of
the transaction and explain why neither your consolidated statements of changes in
shareholders’ deficit and of cash flows for the year ended December 31, 2014 reflect a

Michael Dent
HealthLynked Corp.
February 1 6, 2017
Page 3

 non-cash issuance of common shares in settlement of $402,000 of related p arty loans as
of September 5, 2014.

5. Please also tell us how you accounted for the option  granted to Dr. Monaco prior to the
merger, as described in your response to comment 12.

You may contact Joseph Kempf , Senior  Staff Accountant, at (202) 551 -3352  or Dean
Suehiro, Senior Staff Accountant, at (202) 551 -3384  if you have questions regarding comments
on the financial statements and related matters.  Please contact Greg Dundas, Attorney -Advisor,
at (202) 551 -3436 , Celeste Murphy, Legal Branch Chief, at (202) 551 -3257  or me at (202) 551 -
3810 with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc: Gregory Sichenzia, Esq.
 Avital Even -Shoshan, Esq.