Amended Annual Report (10-k/a)
July 19 2013 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K / A
(Mark One)
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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OR
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TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
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Commission File No. 333-62216
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HEALTH DISCOVERY CORPORATION
(Name of Registrant as Specified in its charter)
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Georgia
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74-3002154
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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620 County Road
Hanson, Massachusetts
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02341
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(Address of principal executive offices)
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(Zip Code)
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(678) 336-5300
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(Registrant’s telephone number, including area code)
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Securities Registered Pursuant to Section 12 (b) of the Exchange Act:
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None
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Securities Registered Pursuant to Section 12 (g) of the Act:
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None
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Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
o
No
x
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes
o
No
x
Indicate by check mark whether the registrant:
(1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes
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No
o
Indicate by check mark whether the registrant
has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes
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No
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Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.
x
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition
of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer
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Accelerated Filer
o
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Non-accelerated Filer
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o
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Smaller Reporting Company
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Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes
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No
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The aggregate market value of the voting common
stock held by non-affiliates as of June 30, 2012 was approximately $18,712,946.
As of March 29, 2013, there were 233,773,144
shares of common stock outstanding, no shares of Series A Preferred Stock outstanding, and 17,340,175 shares of Series B Preferred
Stock were outstanding.
HEALTH DISCOVERY CORPORATION
FORM 10-K / A
For the Fiscal Year Ended December 31,
2012
PRELIMINARY NOTE
This Amendment No.
1 on Form 10-K/A (Amendment No. 1) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which was
filed with the U.S. Securities and Exchange Commission on March 29, 2013 (Original Filing), is being filed for the sole purpose
of amending the information in Part III, Item 12, to include ownership by certain beneficial owners and management of Series B
Preferred Stock.
In accordance with
Rule 12b-15 under the Exchange Act, Part III, Item 12 of the Original Filing has been amended and restated in its entirety, and
Part IV, Item 15 of the Original Filing has been amended solely to include as exhibits the new certifications required by Rule
13a-14(a) under the Exchange Act. This Amendment No. 1 does not amend or otherwise update any other information in the Original
Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the
SEC subsequent to the Original Filing.
PART III
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets
forth information concerning the beneficial ownership of our Common Stock and Preferred Stock as of March 29, 2013 by (i) each
of our directors, (ii) each of our executive officers, (iii) each person who is known to us to be the beneficial owner of more
than five percent of our Common Stock, (iv) each person who is known to us to be the beneficial owner of more than five percent
of our Preferred Stock, and (v) all of our executive officers and directors as a group. At March 29, 2013, there were
233,773,144 shares of Common Stock outstanding and 17,340,175 shares of Series B Preferred Stock outstanding. At March
29, 2013 there were no shares of Series A Preferred Stock outstanding. Unless otherwise noted, the address of each beneficial owner
below is 620 County Road, Hanson, MA 02341
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Name and Address of Beneficial Owner
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Common Stock -
Amount and Nature of
Beneficial Ownership
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Percent of
Class – Common Stock (1)
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Series B Preferred Stock -Amount and Nature
of
Beneficial Ownership
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Percent of
Class – Series B Preferred Stock
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John A. Norris, J.D., M.B.A., Chief Executive Officer and Director
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1,000,000
(2)
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312,500
(7)
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1.8%
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Joseph McKenzie, D.V.M., Chairman, Board of Directors
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7,164,668
(3)
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3.0%
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1,250,000
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7.2%
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David Eckoff, Director
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(4)
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*
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-
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*
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Sumio Takeichi, Director
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(4)
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-
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*
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Mark A. Moore, Ph.D., Vice President, Product Development
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844,000
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500,000
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2.9%
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Hong Zhang, Ph.D., Senior Vice President, Computational Medicine
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-
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*
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-
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*
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Herbert A. Fritsche, Ph.D., Senior Vice President, Chief Science
Officer and Director (Retired)
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1,000,000
(5)
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-
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*
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Stephen D. Barnhill, M.D., Former Chairman and Chief Executive Officer
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8,600,000
(6)
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3.7%
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William F. Quirk, Jr.
10 Walter Witch Crossing
Savannah, Georgia 31411
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21,232,460
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9.1%
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-
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*
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Jan Arnett, Series B Investor
7 Longwood Road
Sands Point, New York 11050
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(8)
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1,875,000
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10.8%
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James J. Dengler, Series B Investor
604 Whispering Brooke Drive
Newton Square, Pennsylvania 19073
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(8)
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1,125,000
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6.5%
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George H. McGovern III, Series B Investor
431 Waynesbrooke Road
Berwyn, Pennsylvania 19312
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-
(8)
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1,125,000
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6.5%
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Victor Petrovic, Series B Investor
151 Oakmount Road, SW
Alberta, T2VAX3, Canada
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-
(8)
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2,200,175
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12.7%
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Kevin B. Plunkett, Series B Investor
4275 NW 76th Court Road
Ocala, Florida 34477
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-
(8)
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3,750,000
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21.6%
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Barry Saxe, Series B Investor
116 John Street
New York, New York 10038
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-
(8)
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1,250,000
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7.2%
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All executive officers and directors as a group (8 persons)
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18,608,668
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7.9%
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2,062,500
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11.9%
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Less than 1%
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(1)
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The percentage assumes the exercise by the stockholder or group named in each row of all options or warrants for the purchase of our Common Stock held by such stockholder or group and exercisable within 60 days as of March 29, 2013. The common stock ownership numbers shown in the table do not include any shares of common stock issuable upon conversion of the Series B Preferred Stock. Each share of Series B Preferred Stock currently is convertible, at the option of the holder, into one share of common stock.
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(2)
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Does not include options granted in December 2012 and February 2013 which are not exercisable within 60 days of March 29, 2013.
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(3)
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Consists of 1,500,000 currently exercisable options.
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(4)
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Does not include options granted in February 2013 which are not exercisable within 60 days of March 29, 2013.
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(5)
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Includes 1,000,000 currently exercisable options granted in January 2013.
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(6)
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Includes 5,000,000 shares held by the Barnhill Group LLC.
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(7)
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Shares held in the name of Dr. Norris’ wife.
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(8)
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Amount of Common Stock not presented. The Company has no knowledge that the shareholder has beneficial ownership of more than five percent of our common stock.
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For Equity Compensation Plan Information Table,
see “Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities”.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(a)
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Documents originally filed as part of this Report on March 29, 2013:
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(1)
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Financial Statements all financial statements of the Company as set forth under Item 8 of this Report originally filed March 29, 2013.
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(2)
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Financial Statement Schedules - As a smaller reporting company we are not required to provide the information required by this item.
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(3)
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Exhibits
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(b)
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The following exhibits are attached hereto or incorporated by reference herein (numbered to correspond
to Item 601(b) of Regulation S-K, as promulgated by the Securities and Exchange Commission) and are filed as part of this Form
10-K / A:
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3.1
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Articles of Incorporation. Registrant incorporates by reference Exhibit 3.1 to Form 8-K filed July 18, 2007.
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3.1(a)
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Articles of Amendment to Articles of Incorporation. Registrant incorporates by reference Exhibit 99.1 to Form 8-K filed October 10, 2007.
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3.1(b)
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Articles of Amendment to Articles of Incorporation. Registrant incorporates by reference Exhibit 3.1(b) to Form 10-K filed March 31, 2009.
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3.1(c)
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Amended and Restated Articles of Amendment to Articles of Incorporation. Registrant incorporates by reference Exhibit 3.1 to Form 10-Q filed November 16, 2009.
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3.2
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By-Laws. Registrant incorporates by reference Exhibit 3.2 to Form 8-K filed July 18, 2007.
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4.1
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Copy of Specimen Certificate for shares of Common Stock. Registrant incorporates by reference Exhibit 4.1 to Registration Statement on Form SB-2, filed June 4, 2001.
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4.1(a)
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Copy of Specimen Certificate for shares of Common Stock. Registrant incorporates by reference Exhibit 4.1 (b) to Form 10-KSB, filed March 30, 2004.
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4.1(b)
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Copy of Specimen Certificate for shares of Series A Preferred Stock. Registrant incorporates by reference Exhibit 4.1(b) to Form 10-K filed March 31, 2008.
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4.1(c)
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Copy of Specimen Certificate for shares of Series B Preferred Stock. Registrant incorporates by reference Exhibit 4.1(c) to Form 10-K filed March 31, 2009.
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10.1
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License Agreement between Health Discovery Corporation and Abbott Molecular Inc., dated January 30, 2009. Registrant incorporates by reference Exhibit 10.13 to Form 10-K filed March 31, 2009. **
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10.2
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License Agreement between Health Discovery Corporation and Quest Diagnostics Incorporated, dated January 30, 2009. Registrant incorporates by reference Exhibit 10.3 to Form 8-K filed February 5, 2009. **
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10.3
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Development Agreement by and among the Company, Smart Personalized Medicine, LLC and Quest Diagnostics Incorporated dated March 11, 2010. Registrant incorporates by reference Exhibit 10.7(a) to Form 10-K filed on March 31, 2010.
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10.4
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Licensing Agreement by and among the Company, Smart Personalized Medicine, LLC and Quest Diagnostics Incorporated dated March 11, 2010. Registrant incorporates by reference Exhibit 10.7(a) to Form 10-K filed on March 31, 2010.
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10.5
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License Agreement, dated August 22, 2008, by and between the Company and Smart Personalized Medicine, LLC. Registrant incorporates by reference Exhibit 10.7(a) to Form 10-K filed on March 31, 2010.
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10.6
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Amendment to License Agreement by and between the Company and Smart Personalized Medicine, LLC dated as of March 11, 2010. Registrant incorporates by reference Exhibit 10.7(a) to Form 10-K filed on March 31, 2010.
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10.7
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Settlement and Release Agreement with Prime Mover Capital Partners, LP. Registrant incorporates by reference Exhibit 10.1 to Form 10-Q/A filed on February 11, 2011.
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10.8
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Settlement and Release Agreement between the
Company and William F. Quirk, Jr. dated as of September 22, 2010. Registrant incorporates by reference Exhibit 10.2 to Form 10-Q
filed on November 15, 2010.
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10.9
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Release Agreement between the Company and R.
Scott Tobin dated October 2, 2010. Registrant incorporates by reference Exhibit 10.24 to Registration Statement on Form S-1 (333-171120)
filed on December 8, 2010.
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10.10
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License Agreement, dated January 6, 2012, between
Health Discovery Corporation and NeoGenomics Laboratories, Inc. Registrant incorporates by reference Exhibit 10.27 to Form 8-K
filed on January 12, 2012.
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10.11
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Consulting Agreement between the Company and
Stephen D. Barnhill, M.D. dated as of October 21, 2012. Registrant incorporates by reference Exhibit 10.1 to Form 10-Q
filed on November 16, 2012. *
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10.12
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Employment Agreement between the Company and
John A. Norris, J.D., M.B.A. dated as of December 18, 2012. Registrant incorporates by reference Exhibit 10.12 to Form
10-K filed March 29, 2013. *
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10.13
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Termination Letter to the Consulting Agreement
with Stephen D. Barnhill, M.D. dated January 31, 2013. Registrant incorporates by reference Exhibit 10.13 to Form 10-K filed March
29, 2013. *
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23.1
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Consent of Hancock Askew & Co. LLP. Registrant
incorporates by reference Exhibit 23.1 to Form 10-K filed March 29, 2013.
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31.1
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Rule 13a-14(a)/15(d)-14(a) Certification of
Chief Executive Officer, Principal Financial Officer, and Principal Accounting Officer. Filed herewith.
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32.1
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Section 1350 Certification of Chief Executive
Officer, Principal Financial Officer, and Principal Accounting Officer. Filed herewith.
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*
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Management contract or compensatory plan or arrangement
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**
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Portions of exhibit have been omitted pursuant to a confidentially agreement
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SIGNATURES
Pursuant to the requirements
of Section 13 or 15(d) 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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By:
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/s/ John A. Norris, J.D., M.B.A.
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Chief Executive Officer,
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Principal Financial Officer, and
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Principal Accounting Officer
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Date:
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July 19, 2013
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Pursuant to the requirements
of the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
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Name
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Title
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Date
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/s/ John A. Norris, J.D., M.B.A.
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Chief Executive Officer, Director, Principal Financial Officer, and Principal Accounting Officer
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July 19, 2013
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John A. Norris, J.D., M.B.A.
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/s/ Joseph McKenzie, D.V.M.
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Chairman
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July 19, 2013
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Joseph McKenzie, D.V.M.
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Director
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David Eckoff
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Director
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Norman Mineta
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/s/ Sumio Takeichi
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Director
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July 19, 2013
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Sumio Takeichi
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