UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


_________________

Form 10-K/A

Amendment No 1FORM 10-K


_________________

x

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedDecember 31, 2018.

or

[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended June 30, 2012

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-24635Number: 000-24635


_____________________

Hypertension Diagnostics,Inc.

(Exact Namename of Registrantregistrant as Specifiedspecified in Its Charter)its charter)


_____________________

Minnesota41-1618036

Minnesota

(State or Other Jurisdictionother jurisdiction of

Incorporationincorporation or Organization)organization)

41-1618036

(I.R.S. Employer Identification No.)

(I.R.S. Employer

Identification No.)

550 Highway 7 East, Unit 316


10501 Wayzata Blvd, Suite 102, Minnetonka, MN 55305

L4B 3Z4

(Address of Principal Executive Offices, including principal executive offices)

(Zip Code)

404-449-6151

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each className of each exchange on which registered

Registrant’s Telephone Number, including area code:(952) 545-2457

N/A
N/A

Securities registered pursuant to Section 12(b) of the Act:None

Securities registered under Section 12(g) of the Exchange Act:


Title of Each Class

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock ($.01 par value)

Redeemable Class B Warrant

OTC QB


Securities registered pursuant to Section 12(g) of the Act:


(Title of each class)

_________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yeso  ☐    Nox  ☐

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  o    Nox  ☐

 

Indicate by check mark whether the registrant:registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve12 months (or for such shorter period that the Registrantregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x   Noo  ☒

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate 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  ☐    No  ☒


Yeso       Nox


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments 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 definitions of “large accelerated filer,”filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):Act.

 

Large accelerated filer o

Accelerated  filer o

Non-accelerated filer o

Smaller reporting company x

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐    No  ☒

 

Yes o  Nox


The aggregate market value of voting Common Stock held by non-affiliates of the Registrant, based upon the average of the closing bid and ask prices of our Common Stock on the OTCQB tier of the OTC market on December 31, 2011 of $0.055 was approximately $2,382,921.


There were 52,388,750136,813,921 shares of the registrant’s common stock, $.01$.001 par value per share, outstanding as of September 27, 2012.July 12, 2019.

 

 


DOCUMENTS INCORPORATED BY REFERENCE


None.Financial Statements









Explanatory Note


Hypertension Diagnostics, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”)

Years Ended December 31, 2018 and 2017

Contents
Unaudited Financial Statements:
Consolidated Balance Sheets3
Consolidated Statements of Operations4
Consolidated Statements of Shareholders’ Equity (Deficit)5
Consolidated Statements of Cash Flows6
Notes to Consolidated Financial Statements7

2

Hypertension Diagnostics, Inc.
Balance Sheets

  DECEMBER 31, 
  2018  2017 
Assets      
Current Assets:        
Cash and cash equivalents $86,392  $285,434 
Accounts receivable, net  187,595   180,588 
Inventory, net  189,434   186,494 
Prepaids and other current assets  41,950   39,953 
Note receivable-related party  196,081   186,744 
Accrued royalties receivable from CPC  4,252   3,865 
Total Current Assets  705,704   883,078 
         
Property and Equipment        
Leasehold improvements  93,235   93,235 
Furniture and equipment  19,907   19,907 
Computer & electronic equipment  672,383   672,383 
Rounding      
Total Property and Equipment  785,525   785,525 
Less accumulated depreciation and amortization  (275,998)  (239,998)
Property and Equipment, net  509,527   545,527 
Other Assets  62,598   60,486 
Total Assets $1,277,829  $1,489,091 
         
Liabilities and Shareholders' Equity (Deficit)        
Current Liabilities        
Accounts payable $445,644  $422,141 
Accrued vacation, payroll and payroll taxes  37,701   35,905 
Rounding  (1)   
Other accrued expenses  860,792   1,229,703 
Total Current Liabilities  1,344,136   1,687,749 
         
Long Term Liabilities:        
Deferred revenue, less current position       
Notes payable – subordinated debt, net  4,685,469   4,417,731 
Sale and leaseback obligation, net        
Total Long-Term Liabilities  4,685,469   4,417,731 
Total Liabilities  6,029,605   6,105,480 
         
Shareholders’ Equity (Deficit)        
Series A Convertible Preferred Stock, $.01 par value: Authorized Shares – 5,000,000 Issued and outstanding shares – 611,390  6,144   6,144 
Common Stock, $.01 par value: Authorized shares – 150,000,000 Issued and outstanding shares – 52,388,750 issued  523,887   523,887 
Additional paid-in capital  28,462,631   28,462,631 
Accumulated deficit  (33,744,438)  (33,619,050)
Total Shareholders’ Equity (Deficit)  (4,751,776)  (4,626,388)
         
Total Liabilities and Shareholders’ Equity $1,277,829  $1,479,092 

The accompanying notes are an integral part of these financial statements

3

Hypertension Diagnostics, Inc.
Statements of Operations

  DECEMBER 31, 
  2018  2017 
Revenue:      
Sales $3,659,168  $3,552,591 
Rental / brokered  100,200   95,429 
Service/contract income/royalties  32,738   29,762 
Total Revenue  3,792,106   3,677,782 
         
Cost of Sales:        
Cost of sales  2,837,632   2,925,394 
Inventory obsolescence reserve      
Net Cost of Sales  2,837,632   2,925,394 
Gross Profit  954,474   752,388 
         
Expenses        
Selling, general & administrative  917,768   966,072 
Interest Expenses  161,678   158,507 
Depreciation  36,000   31,304 
Total Expenses  1,115,446   1,155,883 
Operating Loss  (160,972)  (403,495)
         
Other Income:        
Interest Income  27,327   26,792 
Other Income  8,255   8,093 
Rounding  2   (1)
Total Other Income  35,584   34,884 
Net income (loss) before income taxes  (125,388)  (368,611)
Income Tax      
         
Net Loss $(125,388) $(368,611)

The accompanying notes are an integral part of these financial statements

4

Hypertension Diagnostics, Inc.

Statements of Shareholders’ Equity (Deficit)

              Additional       
  Preferred  Common Stock  Paid-in  Accumulated    
  Shares  Amount  Shares  Amount  Capital  Deficit  Total 
Balance at DECEMBER 31, 2016  611,390  $6,114   52,388,750  $523,887  $28,462,631  $(33,250,439) $(4,257,777)
Conversion of Preferred Stock Into Common Stock                     
Warrants Exercised                     
Stock based compensation                     
Net Loss                 (368,611)  (386,611)
                             
Balance at DECEMBER 31, 2017  611,390  $6,114   52,388,750  $523,887  $28,462,631   (33,619,050) $(4,626,388)
Conversion of Preferred Stock Into Common Stock                     
Warrants Exercised                     
Stock based compensation                      
Net Loss                 (125,388)  (125,388)
Balance at DECEMBER 31, 2018  611,390  $6,114   52,388,750  $523,887  $28,462,631  $(33,744,438) $(4,751,776)

The accompanying notes are an integral part of these financial statements

5

Hypertension Diagnostics, Inc.
Statements of Cash Flows

  DECEMBER 31, 
  2018  2017 
Operating Activities:        
Net Loss $(125,388) $(368,611)
Adjustment to reconcile net loss to net        
Cash used in operating activities:        
Deferred stock-based compensation (income) expenses        
Depreciation  36,000   31,304 
Rounding  (1)   
Allowance for Receivables  361   328 
Inventory obsolescence reserve  1,580   1,519 
   (87,448)  (335,460)
Change in operating assets and liabilities:        
Accounts receivable  (17,092)  (16,329)
Inventory  (4,520)  (4,431)
Prepaid and other current assets  (1,998)  (1,903)
Accounts Payable  23,504   21,949 
Accrued vacation, payroll and payroll taxes  1,795   1,710 
Notes, Loans and Lines of Credit  65,391   43,594 
Rounding  1   1 
Other accrued expenses  (368,911)  204,950 
Net cash used in operating activities  (389,278)  (85,919)
         
Investing Activities        
Issuance of note receivable-related party        
Property, Plant, Equipment and other Assets  (2,111)  (2,033)
Net cash used in investing activities  (2,111)  (2,033)
         
Financing Activities        
Proceeds from exercise of warrants        
Proceeds from subordinate debt  81,066   80,063 
Proceeds from Other Debt and Loans  108,281   103,125 
Proceeds from exercise of stock options      
Net cash provided by financing activities  189,347   183,188 
         
Net increase/(decrease) in cash and cash equivalents  (202,042)  95,236 
Cash and cash equivalents at beginning of period  285,434   190,198 
Cash and cash equivalents at end of period $83,392  $285,434 

The accompanying notes are an integral part of these financial statements

6

Hypertension Diagnostics, Inc.

Notes to the Consolidated Financial Statements

Fiscal Year Ended December 31, 2018

Note 1. Organization and Significant Accounting Policies

Description of Business

We were incorporated under the laws of the State of Minnesota on July 19, 1988. We were previously engaged in the medical device business. As of December 31, 2018, HDI had accumulated net tax operating loss carryforwards of approximately $33,744,438. In mid-2011, HDI’s board of directors determined to pursue a change in strategic direction. In August 2011, we sold our medical device inventory, subleased our office and manufacturing facility, and entered into a limited license agreement with a company owned by Jay Cohn, a founder and a director of the Company. In September 2011, we formed HDI Plastics Inc. (“HDIP”), a wholly owned-subsidiary, entered into a new lease agreement, purchased selected manufacturing assets from Compass Bank and Cycled Plastics and began engaging in the business of plastics reprocessing in Austin, TX. Demand for reprocessed plastic is growing, and HDIP has the systems and infrastructure for collecting and processing post-consumer and post-industrial plastic waste into pellets to be resold to domestic manufacturing companies.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary (HDI Plastics, Inc.), after elimination of all intercompany accounts, transactions, and profits.

Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents.  The Company maintains cash in financial institutions. The balances, at times, may exceed federally insured limits.

Accounts Receivable

The Company reviews customers’ credit history before extending unsecured credit. Accounts receivable are reviewed to determine the need for an allowance for amounts that may become uncollectible in the future. The necessity of an allowance is based on management’s review of accounts receivable balances and historic write-offs. Invoice terms can vary from at date of shipment to net 30 days. The Company does not accrue interest on past due accounts receivable. The Company writes off receivables when they are deemed uncollectible after all collection attempts have failed. The Company has determined that an allowance for doubtful accounts is not necessary as of December 31, 2018 and 2017.

Inventory

Inventories are valued at the lower of cost or market with cost based upon the average cost of raw material purchased which includes an allocation of manufacturing overhead if further processing has been done. Typically, the Company holds material for less than 45 days. The nature of the Company’s annual reportinventory does not result in obsolescence of either processed or unprocessed material. Inventory on Form 10-Khand at the end of the period is reviewed to determine the need for a reserve for or write-off and dispose of any material which is not useable. The need for a reserve is based on management’s review of inventories on hand compared to estimated future usage and sales. As of December 31, 2018, there was no reserve for obsolete inventory.

7

Property and Equipment

Property and equipment are stated at cost.  Improvements are capitalized, while repair and maintenance costs are charged to operations when incurred. Depreciation is computed principally using the straight-line method. Estimated useful lives for leasehold improvements are the shorter of the lease term or estimated useful life and 3 to 5 years for furniture and processing equipment, and computer equipment.

Fair Value of Financial Instruments

The Company’s financial instruments are recorded on its balance sheet. The carrying amounts for cash, accounts receivable, note receivable, accounts payable, and accrued expenses approximate fair value due to the immediate or short-term maturity of these financial instruments. The lease obligation and subordinated debt approximates fair value since this debt was recently obtained.

Impairment of Long-Lived Assets

The Company will record impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows estimated to be generated by those assets are less than the assets’ carrying amount. To date, no such losses have been recognized.

Revenue Recognition

Plastics - Beginning October 2011, HDI Plastics began selling finished goods to manufacturers in the form of pelletized resin and clean shredded and ground plastics material. These sales are recorded as revenue at the time the product is shipped and invoiced to the customer. The Company also engages in “toll” processing of customer-owned material for a service fee. These service fees are recorded as plastic processing revenue at the time the product is shipped back to the customer. In addition, the Company engages in brokerage transactions of plastic material where goods are delivered to a customer without HDIP taking physical possession of the product at its processing facility, although HDIP assumes ownership of the material. The net profit from “brokerage” transactions is recorded as revenue at the time it is shipped to the customer and invoiced. Brokered sales are recorded as revenue net of the cost of the brokered material.

Royalties – After the sale of the medical device business in August 2011, the Company is receiving a minor amount of royalty income in connection with the license agreement. This income is being recorded as revenue when a sale is made by CPC to a 3rd party purchaser.

Shipping and Handling Costs

The Company records all amounts billed to customers in a sales transaction related to shipping and handling as sales. The Company records costs related to shipping and handling in cost of sales.

Income Taxes

The Company accounts for income taxes by following an asset and liability approach to financial accounting and reporting for income taxes. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period ended June 30, 2011 (the “Form 10-K”) filedplus or minus the change in deferred tax assets and liabilities during the period. In accordance with the Securities and Exchange Commission on September 28, 2012 (the “Original Filing Date”), solelyguidance, the Company has adopted a policy under which, if required to furnish Exhibit 101be recognized in the future, interest related to the Form 10-Kunderpayment of income taxes will be classified as a component of interest expense and any related penalties will be classified in accordanceoperating expenses in the consolidated statement of operations.  

8

The Company recognizes a financial statement benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with Rule 405the relevant tax authority.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed using the weighted average number of Regulation S-T. Exhibit 101 consistscommon shares outstanding during each period. Diluted net income (loss) per share includes the dilutive effect of common shares potentially issuable upon the exercise of stock options, warrants, or the conversion of preferred stock.

Stock-Based Compensation

The Company regularly grants options to individuals under various plans. The Company measures and recognizes compensation expense for all stock-based payment awards made to employees and directors on a straight-line basis over the respective vesting period of the following materials, formatted in XBRL (eXtensible Business Reporting Language):awards. The compensation expense for the Company's stock-based payments is based on estimated fair values determined at the time of the grant of the portion of stock-based payment awards that are ultimately expected to vest.


101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Schema

101.CAL

XBRL Taxonomy Calculation Linkbase

101.DEF

XBRL Taxonomy Definition Linkbase

101.LAB

XBRL Taxonomy Label Linkbase

101.PRE

XBRL Taxonomy Presentation Linkbase


NoThe Company estimates the fair value of stock-based payment awards on the date of grant using the Black-Scholes option pricing model. This option pricing model involves a number of assumptions, including the expected term of the stock options, the volatility of the public market price for the Company's common stock and interest rates.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and items defined as other changescomprehensive income (loss). Items defined as other comprehensive income (loss) include items such as foreign currency translation adjustments and unrealized gains and losses on certain marketable securities. For the years ended December 31, 2018 and 2017, there were no adjustments to net income (loss) to arrive at comprehensive income (loss).

Recent Accounting Pronouncements

There were no new accounting standards issued or effective during the year ended December 31, 2018 that had, or are expected to have a material impact on the Company’s results of operations, financial condition or cash flows.

Note 2.    Going Concern

The accompanying financial statements have been madeprepared in conformity with accounting principles generally accepted in the United States of America, assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the year ended December 31, 2018, we incurred losses from continuing operations of $125,388. At December 31, 2018, we had an accumulated deficit of $33,744,438 and negative working capital of $638,432. Our ability to continue as a going concern is dependent on our ability to raise the Form 10-K. This Amendment speaks asrequired additional capital or debt financing to meet short-term needs to relocate our plastics processing facility to a new site and then restart the facility which would include hiring production works.

Note 3.     Inventory

Raw materials consist of the Original Filing Date, does not reflect eventsplastics that may have occurred subsequent toarrive at the Original Filing Date,processing facility that are sorted and does not , in any way, modify or update disclosures madestaged in the Form 10-Kwarehouse as bales or in bins. The value of raw material is based on weight and volume and the average cost of purchasing. Finished goods are processed into pellet or regrind form and stored in gaylords. The inventory value of finished goods is based on weight and the cost to convert using a standard labor and overhead rate.


Pursuant to Rule 406T4. Subsequent Events

None.

9

ITEM 9. Changes in andDisagreements with Accountants on Accounting and Financial Disclosure

We have not had any disagreements with our current auditors.

ITEM 9A.  Controls and Procedures

(a) Disclosure Controls and Procedures

Under the supervision and with the participation of Regulation S-T,our management, including our Chief Executive Officer and principal financial officer Kenneth W. Brimmer, and members of our accounting staff, we have evaluated the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12effectiveness of the Securities Actdesign and operation of 1933, as amended, are deemed not filed for purposes of Section 18 ofour disclosure controls and procedures (as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. (b) Management’s Annual Report on Internal Controls Over Financial Reporting.

Our management is responsible for establishing and otherwise aremaintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended). Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.

Under the supervision and with the participation of management, including our Chief Executive Officer and principal financial officer, our management assessed the design and operating effectiveness of internal control over financial reporting as of December 31, 2018 based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of the Sponsoring Organizations of the Treadway Commission (“COSO”).

This annual filing does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to liability under those sections.






EXHIBIT INDEX

(a)

The following Exhibits are furnishedattestation by the Company's registered public accounting firm pursuant to Item 601an amendment to the Sarbanes-Oxley Act which exempts Smaller Issuers from the requirements of Regulation S-K:Section 404(b).

(b)

Exhibits(c) Changes in Internal Control Over Financial Reporting


There have been no significant changes in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.  Other Information

None.

3.1

Articles of Incorporation(incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form SB-2 (File No. 333-53025) filed on May 19, 1998 (the “1998 Registration Statement”))

10

3.2

Bylaws(incorporated by reference to Exhibit 3.2 of the Company’s 1998 Registration Statement.)

3.3

Articles of Amendment of Incorporation dated June 2, 1998(incorporated by reference to Exhibit 3.3 of the Company’s 1998 Registration Statement.)

4.1

Specimen of common stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s 1998 Registration Statement.)

4.2

Specimen of Redeemable Class B Warrant Certificate(incorporated by reference to  Exhibit 4.6 of Registration Statement on Form S-3 (File No. 333-53200) as dated January 4, 2001 and as subsequently amended.)

4.3

Amendment No. 1 dated October 17, 2002 to Amended and Restated Class B Warrant Agreement between Hypertension Diagnostics, Inc. and Mellon Investor Services, LLC.(incorporated by reference to Exhibit 4.2 of Current Report on Form 8-K dated October 17, 2002.)

4.4

Form of Common Stock Purchase Warrant issued dated March 27, 2002.(incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K dated March 27, 2002.)

4.5

Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated August 28, 2003(the “August 8-K”))

4.6

Form of Common Stock Warrant originally issued August 28, 2003(incorporated by reference to Exhibit 4.7 of the August 8-K.)

4.7

Form of Preferred Stock Purchase Warrant originally issued August 28, 2003 (incorporated by reference to Exhibit 4.6 of the August 8-K.)

4.8

Registration Rights Agreement dated as of August 28, 2003 among Hypertension Diagnostics, Inc. and the purchaser parties thereto.(incorporated by reference to Exhibit 4.4 of the August 8-K.)

4.9

Shareholders’ Agreement dated as of August 28, 2003 by and among Hypertension Diagnostics, Inc. and the holders of Hypertension Diagnostics, Inc. Series A Convertible Preferred Stock.(incorporated by reference to Exhibit 4.5 of the August 8-K.)

4.10

Form of Irrevocable Proxy executed in connection with the Securities Purchase Agreement dated as of August 28, 2003(incorporated by reference to Exhibit 4.8 of the August 8-K.)

4.11

Form of Irrevocable Proxy dated August 4, 2003 executed by Messrs. Brimmer, Cohn, Guettler, Murphy, and Dr. Chesney.(incorporated by reference to Exhibit 4.10 of the August 8-K.)

9.1

Voting Agreement dated as of August 28, 2003 by and among the holders of Hypertension Diagnostics, Inc. Series A Convertible Preferred Stock.(incorporated by reference to Exhibit 4.3 of the August 8-K.)

10.1

1995 Long-Term Incentive and Stock Option Plan*(incorporated by reference to Exhibit 10.1 of the Company’s 1998 Registration Statement.)

10.2

1998 Stock Option Plan *(incorporated by reference to Exhibit 10.2 of the Company’s 1998 Registration Statement.)

10.3

Form of Stock Option Agreement for 1998 Stock Option Plan(incorporated by reference to Exhibit 10.3 of the Company’s 1998 Registration Statement.)

10.4

Research and License Agreement between the Company and the Regents of the University of Minnesota, dated September 23, 1998(incorporated by reference to Exhibit 10.4 of the Company’s 1998 Registration Statement.)

10.5

Manufacturing Services Agreement between Apollo Research Corporation and the Company, dated May 14, 1998(incorporated by reference to Exhibit 10.13 of the Company’s 1998 Registration Statement.)

10.6

Letter Agreement dated February 21, 2001 by and between Hypertension Diagnostics, Inc. and Apollo Research Corporation, M. Terry Riggs and Randy Thorton (incorporated by reference to Exhibit 10.14 of the Company’s Annual Report on Form 10-KSB for the year ended June 30, 2003.)

10.7

Employment Agreement between Mark Schwartz and the Company, dated August 28, 2003 (incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-KSB for the year )ended June 30, 2004)

10.8

Deferred Equity Incentive Agreement between Mark N. Schwartz and the Company, dated June 5, 2006 (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended June 30, 2011)

10.9

2003 Stock Option Plan (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 filed August 22, 2006.)

10.10

2005 Stock Option Plan* (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-8 filed August 22, 2006.)

10.11

Asset Purchase Agreement dated August 24, 2011 by and between HDI and Cohn Prevention Centers, LLC(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 31, 2011).

10.12

Sublease Agreement dated August 2011 by and between HDI and Cohn Prevention Centers, LLC(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed August 31, 2011).

10.13

Sublicense Agreement dated August 2011 by and between HDI and Cohn Prevention Centers, LLC(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed August 31, 2011).

10.14

Retention and Separation Agreement by and between HDI and Greg Guettler(incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed August 31, 2011).

10.15

Lease Agreement dated September 20, 2011 by and between HDI Plastics, Inc., a wholly owned subsidiary of HDI, and Flemtex Properties Corp.(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 26, 2011).

10.16

Tri-Party Sale Agreement dated September 23, 2011 by and between HDI Plastics, Inc., a wholly owned subsidiary of HDI, Compass Bank and Cycled Plastics, Ltd.(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 26, 2011).

10.17

Accounts Receivable Discount Line Facility with Charter Capital Holdings, L.P.(incorporated by reference to the Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2011)

14.1

[Code of Ethics]

21.1

Subsidiaries of Registrant

23.1

Consent of Independent Registered Public Accounting Firm

31.1*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

XBRL Instance Document**

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document**

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document**

101.SCH*

XBRL Taxonomy Extension Schema Document**

*

Filed herewith

**

In accordance with Rule 406T of Regulation S-T, this information deemed not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.











SIGNATURES


In accordance withPursuant 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.


Hypertension Diagnostics Inc.
 Date:  September 18, 2019By: /s/ Liangjian Peng
Liangjian Peng

Chief Executive Officer

HYPERTENSION DIAGNOSTICS, INC.


/s/ KENNETH W. BRIMMER  

Kenneth W. Brimmer,

Chief Executive Officer



Dated:  September 28, 2012


In accordance withPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicatedand on September 28, 2012.the dates indicated.


Each person whose signature appears below constitutes and appoints Kenneth W. Brimmer as his true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K/A and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.


Signature

Title

Date

/s/ KENNETH W. BRIMMER

Kenneth W. Brimmer

Liangjian Peng

Chief Executive Officer and Principal Financial Officer

/s/ MARK N. SCHWARTZ

Mark N. Schwartz

Chairman of the Board of Directors

/s/ LARRY LEITNER

Director

Larry Leitner

/s/ ALAN STERN

Director

Alan Stern

September 18, 2019




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