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): June 30,
2009
Health
Discovery Corporation
(Exact
name of registrant as specified in charter)
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Georgia
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333-62216
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74--3002154
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(State
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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:
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Written
communications pursuant to Rule 425 under the Securities
Act.
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act.
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Pre-commencement
communications pursuant to Rule 14d—2(b) under the Exchange
Act.
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Pre-commencement
communications pursuant to Rule 13e—4(c) under the Exchange
Act.
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Item 2.03. Creation of
a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On June
30, 2009, Health Discovery Corporation (the “Company”) issued a secured
promissory note (the “Promissory Note”) to Joseph McKenzie, a director and long
term shareholder of the Company, for $500,000. The Promissory Note contains an
8% annual interest rate and is due on January 4, 2010. The Promissory
Note is completely repayable by the Company at any time without any related fees
or penalties, and payment on the Promissory Note may be accelerated by the
holder upon an Event of Default (as such term is defined in the Promissory
Note). The Promissory Note is secured by certain intellectual
property and other assets of the Company as more fully described on Exhibit A of
the Promissory Note. The proceeds of the Promissory Note will be used
for general working capital purposes. This short term debt financing is intended
to serve as a bridge to anticipated future licensing revenues in a manner which
is not dilutive to shareholders. A copy of the Promissory Note is attached
hereto as Exhibit 99.1.
This
Report contains certain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 12E of the Securities Exchange Act
of 1934, including or related to our future results and certain projections.
Assumptions relating to forward-looking statements involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although we believe that assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate, and we may not
realize the results contemplated by the forward-looking statement. In light of
the significant uncertainties inherent in the forward-looking information
included in this Report, you should not regard the inclusion of such information
as our representation that we will achieve any strategy, objective or other
plans. These risks and uncertainties include, among others, the failure to
successfully achieve the milestones in our contracts, as well as the risks and
uncertainties described in “Risk Factors” section to our Annual Report for the
fiscal year ended December 31, 2008, filed on March 31, 2009.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Secured
Promissory Note by the Company in favor of Joseph
McKenzie
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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.
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HEALTH
DISCOVERY CORPORATION |
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Dated: July
7, 2009
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By:
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/s/ Stephen D. Barnhill,
M.D.
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Stephen D. Barnhill, M.D.
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Chief Executive Officer
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