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): September 7, 2007
Health
Discovery Corporation
(Exact
name of registrant as specified in charter)
|
Georgia
|
333-62216
|
74--3002154
|
|
(State
of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
2
East Bryan Street, Suite #601, Savannah, GA 31401
(Address
of principal executive offices / Zip Code)
912-443-1987
(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:
| |
o |
Written
communications pursuant to Rule 425 under the Securities
Act.
|
| |
|
|
| |
o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act.
|
| |
|
|
| |
o |
Pre-commencement
communications pursuant to Rule 14d—2(b) under the Exchange
Act.
|
| |
|
|
| |
o |
Pre-commencement
communications pursuant to Rule 13e—4(c) under the Exchange
Act.
|
Item
3.02 Unregistered Sales of Equity Securities.
On
September 7, 2007, pursuant to that certain Securities Purchase Agreement
dated
as of August 15, 2007, Health Discovery Corporation (the “Company”) completed
the sale to accredited institutional and individual investors of restricted
common stock and warrants to acquire restricted common stock for $2,110,000
in
cash and the conversion of approximately $1,568,100 of the Company’s outstanding
indebtedness into restricted common stock and warrants to acquire restricted
common stock. The Company has received non-binding commitments from additional
secured debt holders regarding the conversion of approximately $594,000
in
outstanding principal and accrued interest. Under the terms of the sale,
the
Company issued 45,976,322 shares of restricted common stock, which represents
approximately 28% of the total shares outstanding. In addition, each purchaser
of common stock was granted a warrant to acquire an equal number of shares
of
restricted common stock at a fixed price of $0.14 per share until September
2010, and a warrant to acquire an equal number of shares of restricted
common
stock at a fixed price of $0.19 per share until September 2010. These warrants
could result in the issuance of up to 91,952,644 additional shares of restricted
common stock upon exercise and the payment of the aggregate exercise price
of
approximately $15,172,000. Neither the shares sold pursuant to the private
placement nor the shares issuable upon the exercise of the warrants will
be
immediately registered under either federal or state securities laws and
must be
held for at least one year from the time they are issued or until a registration
statement covering such securities is declared effective by the Securities
and
Exchange Commission. The Company has agreed to file a registration statement
within 45 days of the filing of the Company’s Annual Report on Form 10-KSB for
the fiscal year ended December 31, 2007, and to have that registration
statement
declared effective thereafter.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
September 10, 2007, the Company and Dr. Stephen Barnhill, the Company’s Chief
Executive Officer, entered into an amendment to Dr. Barnhill’s employment
agreement whereby Dr. Barnhill’s monthly salary was increased to $20,000. A copy
of the amendment to Dr. Barnhill’s employment agreement is attached hereto as
Exhibit 99.1.
On
September 10, 2007, the Company and Daniel R. Furth, the Company’s Executive
Vice President and Principal Financial Officer, entered into an amendment
to Mr.
Furth’s employment agreement whereby Mr. Furth’s monthly salary was increased to
$9,000. A copy of the amendment to Mr. Furth’s employment agreement is attached
hereto as Exhibit 99.2.
Item
9.01 Financial Statements and Exhibits
|
Exhibit
99.1
|
Fourth
Amendment to Employment Agreement between the Company and Stephen
D.
Barnhill, M.D. dated September 10, 2007
|
| |
|
|
Exhibit
99.2
|
Second
Amendment to Employment Agreement between the Company and Daniel
R. Furth
dated September 10, 2007
|
SIGNATURES
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 thereunto
duly authorized.
| |
|
HEALTH
DISCOVERY CORPORATION
|
|
| |
|
|
|
|
|
| Dated: September 10, 2007 |
|
|
|
|
|
| |
|
By: |
/s/ Daniel Furth |
|
| |
|
|
|
Daniel
Furth
|
|
| |
|
|
|
Principal
Financial Officer
|
|
3