SecProbe.io

CORRESP
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filename1.htm

HealthLynked
Corp.

1726
Medical Blvd Suite 101

Naples,
Florida 34110

March
13, 2017

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
DC 20549

Attn:      Larry
Spirgel, Assistant Director, Greg Dundas, Attorney-Advisor, Celeste M. Murphy, Legal Branch Chief

    Re:
    HealthLynked
    Corp.

    Registration
    Statement on Form S-1

    Filed
    February 8, 2017

    File
    No. 333-215963

Ladies
and Gentlemen:

On
behalf of HealthLynked Corp. (the “Company”), I am writing to respond to the comment letter of the staff (“Staff”)
of the Securities and Exchange Commission (the “SEC”), dated February 16, 2017 relating to the Company’s Registration
Statement on Form S-1 (the “Registration Statement”) filed with the SEC on February 8, 2017.

The
Company has revised the Registration Statement to respond to the Staff’s comments and, concurrently with this letter, is
filing Amendment No. 1 to the Registration Statement, which incorporates the revisions discussed in this letter and makes
certain updates to the Registration Statement.

Set
forth below are the responses to the comments raised in your letter. For your convenience, we have repeated each of your numbered
comments followed by our responses. References throughout this letter to “we,” “us,” and “our”
are to the Company.

General

1.
We acknowledge the arguments made 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.

Response: Although we believe
that the offering is a valid secondary offering, the Company has decided to reduce the size of the offering significantly, to 15,462,500
shares (collectively, the “Resale Shares”), consisting of (i) an aggregate of 8,087,500 shares of common stock issued
to certain selling security holders pursuant to a series of private placements conducted between August 2014 and June 2016 and
(ii) 7,375,000 shares of common stock issuable to Iconic Holdings LLC (“Iconic”) in under convertible notes issued
in July 2016.

As mentioned in our prior response to
prior comment 1, we have reviewed and considered of all of the factors identified in Securities Act Forms Compliance and Disclosure
Interpretations 214.02 (the “Interpretation”). In the Interpretation, a number of factors were deemed instructive when
determining whether a purported secondary offering should be deemed to be a primary offering, particularly, the length of time
that the selling security holders have held the shares, the circumstances under which they received them, their relationship to
the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether
under all the circumstances it appears that the seller is acting as a conduit for the issuer. In arguing that the offering contemplated
by the Registration Statement should not be deemed to be a primary offering, we request the Staff to consider the discussions below.

Background

We understand that several years ago
the staff became concerned about the public resale of securities purchased in so-called “toxic” PIPE transactions.
The staff believed that public investors often did not have an appropriate understanding as to the nature of the investment being
made or the negative impact that such transactions could have on the market prices of the securities involved. In many of these
“toxic” transactions, an issuer would commit to issuing convertible securities with a conversion price that floated
with the market price of the underlying common stock. When the deals were announced, the stock prices typically fell, resulting
in the issuance of significant blocks of stock - in many cases, well in excess of 100% of the shares previously outstanding. In
these toxic situations, existing investors or investors who purchased shares of common stock after the announcement of the transaction
frequently faced unrelenting downward pressure on the value of their investments. In too many of these cases, the shares held by
non-participants in these transactions were ultimately rendered worthless.

To combat the effects of these toxic
transactions, we understand that the Office of the Chief Counsel and the senior staff members of the SEC’s Division of Corporation
Finance began to look at ways to discourage toxic transactions and to limit the impact of these transactions. One way to do so
was to limit the ability of the investors in those transactions to have their securities registered.

We understand that to monitor these
types of transactions, the staff implemented a process by which it compared the number of securities that an issuer sought to
register with the number of securities of that class that were outstanding and held by non-affiliates as disclosed in the issuer’s
Annual Report on Form 10-K. As we understand it, the staff was instructed to look more closely at any situation in which an offering
involved more than approximately one-third of the issuer’s public float. If an issuer sought to register more than one-third
of its public float, then the staff was instructed to examine the transaction to see if it implicated staff concerns that a secondary
offering might be a “disguised” primary offering for purposes of Rule 415. According to the Office of the Chief Counsel,
however, this test was intended as a mere screening process and was not intended to substitute for a complete analysis of the
factors cited in the Interpretation.

      -1-

It has been reported that the staff
has recognized that the application of this float screening test led to the unintended consequence of limiting the securities that
could be registered on behalf of selling stockholders in transactions that did not implicate the staff’s concerns with respect
to “toxic” PIPE transactions. As a result, we understand that the staff’s focus shifted in late 2006 to “Extreme
Convertible” transactions to avoid disrupting legitimate PIPE transactions. (See Speech by John W. White, Director, Division
of Corporation Finance, February 23, 2007; Keller, Stanley and Hicks, William, “Unblocking Clogged PIPEs: SEC Focuses
on Availability of Rule 415,” Insights, May 2007.)

In short, the transactions in which
the selling shareholders obtained their securities possess none of the toxic post-closing re-pricing features that have historically
given rise to the Staff’s concerns under Rule 415. Furthermore, we believe that a careful consideration of all of
the factors enumerated in the Interpretation amply supports the conclusion that the resale by the selling shareholders is a valid
secondary offering and not an offering “by or on behalf of the registrant.” We are aware of, and have reviewed correspondence
relating to, several secondary offerings in which the staff, under circumstances very similar to the Company’s, did not
recharacterize the offering as a primary offering.

We
respectfully submit that the offering contemplated by the Registration Statement should not be deemed to be a primary offering.

How
Long the Selling Shareholders Have Held the Shares

All
of the selling shareholders have held their shares for more than six months, and in many cases, for years.  We submit
that the fact that these selling shareholders have had to bear the risk related to their investment for a significant amount of
time, and without being assured that there will be an approved public market for such securities, should be interpreted against
a determination that the Registration Statement is a primary offering.

The
Circumstances under Which They Received the Shares

The
selling shareholders received their shares in exchange for cash to fund the company.  The Company respectfully submits
that registration of the resale of the shares of common stock issuable to the selling shareholders should not equate to intent
to distribute. Further, in the present circumstances, the Company believes that it would be extremely difficult for the selling
shareholders to effect a distribution of the Resale Shares even if they were so inclined. As indicated in the Registration Statement,
there are 27 discrete persons for whom securities are being registered in the Registration Statement. There is no evidence that
the selling shareholders have any plan to act in concert to effect a distribution of their shares of common stock. The Company
respectfully submits that the likelihood that a market for the common stock will develop within the next six to twelve months
to absorb that many shares, even if registered, is minimal.

A
review of circumstances surrounding how the selling shareholders obtained their shares will show that the securities were acquired
by the selling shareholders in transactions that do not contain any of the potentially abusive terms that have given rise to previous
Staff concerns under Rule 415. For example, no selling shareholder, by virtue of the transactions through which they acquired
the securities, has been granted the right to a reduction in the pre-determined or agreed upon purchase price that it paid for
the securities based on subsequent events or circumstances.

We
also wish to stress that the Company will not receive any proceeds from the sale or other disposition of the securities under
the Registration Statement. While we understand that the Staff indicated in the Interpretation that the question of who receives
the proceeds is not the only factor on which an analysis of the character of an offering should be based, it should nonetheless
be a factor to be considered in any such analysis. We submit that the fact that the Company has no economic interest in the registration
of the shares supports the conclusion that the Registration Statement is not an indirect primary offering.

      -2-

Their
Relationship to the Issuer and Whether the Sellers Are in the Business of Underwriting Securities

The shareholders have no connection
to our company other than as investors or lenders.  No selling shareholders are affiliates of the Company or each other.
24 of the 26 private placement investors own less than 1% of our outstanding common stock, with the remaining two investors each
owning 8% and 2%, respectively. Iconic’s beneficial ownership is capped at 9.99%. To our knowledge, none of the selling shareholders
are in the business of underwriting securities.

The Amount of Shares Involved

Although the amount registered represents
175% of the Company’s pre-transaction float and 95% of its post transaction float, Iconic will never own in excess of 9.99%
of the Company’s outstanding shares of common stock and the remaining selling shareholders in the aggregate are capped at
8,087,500 shares, or 12% and 11% of the Company’s pre-transaction float and post transaction float, respectively. The Company
notes that the amount of shares involved is only one factor cited in the Interpretation to be considered by the Staff in
applying Rule 415.

Although
the Staff has viewed remaining below certain thresholds as presumptive evidence of a valid secondary offering (for example, one-third
of the outstanding shares held by non-affiliates in registration statements relating to securities with toxic features), generally
this analysis is informed by the totality of the facts and circumstances of the specific transaction and there is no proscriptive
limit on the number of shares that may be registered in a valid secondary offering. In order for the Staff to determine that the
offering is really being made on behalf of the issuer, the Staff must conclude that the selling shareholders are seeking to effect
a distribution of the shares. However, if the Staff’s concern is that a distribution is taking place, the Company respectfully
submits that the number of shares being registered should be one of the less important factors in the Staff’s analysis since
an illegal distribution of shares can take place regardless of the amount of shares. In fact, the Company believes that it may
be easier to effect an illegal distribution when the number of shares involved is relatively small in relation to the shares outstanding
or the trading volume. To the contrary, when investors buy a large stake in a small public company, it can be extremely difficult
for them to exit the stock quickly. Therefore, the Company believes that the larger the investment, the harder it may be for an
investor to effect a distribution, especially in the case of a small company that is not yet public — like the Company —
with no current trading volume and limited trading volume expected in the future.

An arbitrary focus on the percentage of the public float
being registered contradicts the Staff’s own interpretative positions. For example, Question 612.12 of the CDIs for Securities
Act Rules describes a scenario in which a holder of well over one-third of the outstanding stock is able to effect a valid secondary
offering. The interpretation states, in relevant part, as follows:

“A controlling person of an
issuer owns a 73% block. That person will sell the block in a registered “at-the-market” equity offering. Rule 415(a)(4)
applies only to offerings by or on behalf of the registrant. A secondary offering by a control person that is not deemed to be
by or on behalf of the registrant is not restricted by Rule 415(a)(4).”

In addition, Question 216.14 of the CDIs for Securities Act
Forms, regarding the use of Form S-3 to effect a secondary offering, provides:

“Secondary sales by affiliates
may be made under General Instruction I.B.3. to Form S-3 [relating to secondary offerings], even in cases where the affiliate owns
more than 50% of the issuer’s securities, unless the facts clearly indicate that the affiliate is acting as an underwriter
on behalf of the issuer” (emphasis added).

These interpretive positions make it
clear that the amount of securities offered, whether by an affiliate or otherwise, is not the determinative factor when considering
whether an offering is properly characterized as a secondary offering. In fact, these interpretative positions make it clear that
the number of securities being registered is only relevant where the other facts “clearly indicate”
that the offering is not in reality a secondary offering. Here, the other facts with regard to the Company, as discussed elsewhere
in this response, clearly indicate that the offering is appropriately characterized as a secondary offering permitted under Rule
415(a)(1)(i).

However,
even if the amount of shares registered is the sole focus of the inquiry, the Company does not believe that the Registration Statement
should raise concerns about a “disguised” primary offering based on the number of shares of common stock the Company
seeks to register. On the facts described above, including the diffuse nature of the selling shareholders, the Company believes
that it can register all of the shares of common stock it is seeking to register pursuant to the Registration Statement.

Whether
Under All the Circumstances it appears that the Selling Shareholders are Acting as a Conduit for the Issuer

The
Company respectfully submits that the facts and analysis provided above do not support a conclusion that the selling shareholders
are engaged in a distribution and are acting as conduits for the Company. In addition, none of the selling shareholders are in
the business of underwriting securities and there is no evidence to suggest that any of the selling shareholders are acting in
concert to effect a coordinated distribution of the shares of common stock. In these circumstances, the Company respectfully submits
that the offering it seeks to register pursuant to the Registration Statement is a valid secondary offering and requests the Staff
to concur that it may pro