There is absolutely no news throughout the entire spectrum involving HDC, zero. I personally thought we would see some type of movement by Georgia court since the last document was submitted on 1/09/24 by Kevin Kowbel, document number 90.
I, Kevin Kowbel, hereby state, under penalties of perjury, that the statements
contained herein are made of my personal knowledge and are true and correct to
the best of my knowledge:
1. My name is Kevin Kowbel. I am over the age of eighteen and
competent to provide this declaration. The matters stated below are based upon my
personal knowledge, and I have personal knowledge of the facts and documents
discussed herein.
2. I am a current shareholder of Health Discovery Corporation ("HDC").
3. I served on the Board of Directors ofHDC from July 25, 2013 to March
19, 2018. During that time, I served as Chairman of the Board and CEO from July
25, 2013, to February 24, 2017, at which point the other two Board members, Mr.
George McGovern, III, and Mr. William Quirk voted to install Mr. McGovern as
Chairman and CEO.
4. In my tenure as Chairman and CEO of HDC, I did not take a salary at
any point.
5. While Chairman and CEO ofHDC, HDC raised money through private
equity investment and commercializing HDC's intellectual property assets. In
particular, I worked with HDC's then-partner NeoGenomics Laboratories.
The First McGovern-Dengler Loan
Case 1:20-cv-03386-VMC Document 90 Filed 01/09/24 Page 2 of 5
6. The first loan by Mr. McGovern and Mr. Jim Dengler to HDC, for
$300,000.00, was voted on at the Board's October 23, 2017, meeting. (Minutes of
October 23, 2017 Meeting of Board of Directors, attached hereto as Exhibit 1, at 1.)
7. The October 23, 2017, meeting minutes state that "numerous" funding
options were explored by Mr. McGovern for HOC and the Neogenomics litigation.
However, neither during the Board meeting nor any time prior were the possibility
of bankruptcy or any funding options discussed by the Board collectively.
8. At the meeting, I learned that Mr. McGovern had privately discussed
his and Mr. Dengler's loan with every board member (Mr. James Murphy, Mr. Ed
Morrison, and Mr. Marty Delmonte) except me.
9. I demanded that the meeting minutes reflect that all other Board
members were previously informed of Mr. McGovern's loan plan except myself and
that no other options were ever explored or presented to the Board for
consideration-however, my concerns were not included in the minutes.
10. Because it became immediately apparent the Board meeting was a
formality to approve the first McGovern-Dengler loan, I abstained from voting
because I was not given any time to formally consider the terms or introduce
alternative options and wanted to make my stance in opposition to the loan formal.
11. During the meeting, Mr. McGovern also proposed and passed a motion
granting Mr. Murphy and Mr. Morrison stock option awards of 2,000,000 options
Case 1:20-cv-03386-VMC Document 90 Filed 01/09/24 Page 3 of 5
and Mr. Delmonte and Mr. McGovern 3,500,000 options each. I was not awarded
any options by the Board.
12. On March 19, 2018, I resigned from HDC's Board of Directors. (See
HDC Form 8-K dated March 23, 2018, attached hereto as Exhibit 2, at 1.) I believed
the decisions Mr. McGovern was making were not in the best interests of HDC or
its shareholders. I also feared that I could become personally liable for the decisions
the Board had and would continue to make and wanted to separate myself from the
clear self-dealing of the Board.
The Second McGovern-Dengler Loan
13. On April 26, 2019, HDC reported to the SEC, via a Form 8-K filing,
that Mr. McGovern and Mr. Dengler loaned HDC an additional $200,000.00. (HDC
Form 8-K dated April 26, 2019, attached hereto as Exhibit 3, at 1.) However, the
Board actually met and approved the loan on August 1, 2018. (Minutes of August 1,
2018 Meeting of Board of Directors, attached hereto as Exhibit 4, at 1.)
14. The Board of Directors did not inform shareholders that HDC needed
additional funding, nor did the Board solicit any source outside of the Board for
funding before approving the second McGovern-Dengler loan. Accordingly, neither
myself nor other shareholder had an opportunity to offer financial assistance for
consideration by the Board.
Case 1:20-cv-03386-VMC Document 90 Filed 01/09/24 Page 4 of 5
15. The April 26, 2019, Form 8-K states "[A]s previously disclosed, Health
Discovery Corporation (the "Company") issued a convertible promissory note to
George H.McGovern, III ... " Exhibit 3 at 2.However, the Board never informed
shareholders that it had approved the second McGovern-Dengler loan by internal
communication or by required SEC Form 8-K filing at the time the loan was made.
The Third McGovern-Dengler Loan
16. The Board met on April 22, 2019, at which time it discussed the need
for an additional $62,000.00 to fund arbitration costs needed to issue a final ruling.
(Minutes of April 22, 2019, Meeting of Board of Directors, attached hereto as
Exhibit 5, at 2).
17. While the minutes discuss the need for immediate funding, the Board
did not inform shareholders of this need or request funding from any shareholders.
18. Like the second loan, the shareholders and I learned of the third loan
after the fact as the Board did not file SEC updates until after the loans were made.
I declare under penalties of perjury that the foregoing is true and correct.
Executed on January 3, 2024.
Kevin Kowbel
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=173596790
