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

~~October~~ 22December 21, 2009 (~~October~~December 1914, 2009) Date of Report (Date of earliest event reported) HC INNOVATIONS, INC. (Exact name of registrant as specified in its charter)

HC INNOVATIONS, INC. (Exact name of registrant as specified in its charter)

Delaware	0-52197	04-3570877
(State or other jurisdiction	(Commission File No.)	(IRS Employer
of incorporation)		Identification No.)

10 Progress Drive, Suite 200 Shelton, CT 06484 (Address of principal executive offices, including zip code)

~~(Address of~~ ~~principal~~Registrant’s ~~executive~~telephone ~~offices~~number, including ~~zip~~area code: (203) 925-9600 N/A (Former name or former address, if changed since last report)

Registrant’s telephone number, including area code: (203) 925-9600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~ ~~1.01~~ o Soliciting ~~ENTRY~~material ~~INTO~~pursuant Ato ~~MATERIAL~~Rule ~~DEFINITIVE~~14a-12 ~~AGREEMENT~~under the Exchange Act (17 CFR 240.14a -12)

On ~~October~~ o Pre-commencement ~~19,~~communications ~~2009,~~pursuant ~~HC Innovations, Inc. (the “Company”) issued a Senior Secured Note (the “Note”)~~ to ~~Brahma~~Rule ~~Finance (BVI) Limited (the “Holder”) in the amount of Two Million Four Hundred Thousand Dollars ($~~14d-2~~,400,000). Interest shall accrue on the unpaid principal balance of the Note from the date thereof at a rate equal to one percent~~ (1%b) ~~per~~under ~~calendar month or part thereof. Interest shall be compounded monthly on~~ the ~~first~~Exchange ~~day~~Act ~~of each calendar month, beginning on the first day of the first calendar month following the date of the Note. The Note matures on or before the earlier of~~ (i)17 ~~the~~CFR date of consummation by the parties thereto of the transactions contemplated by that certain Standby Purchase Agreement dated as of August 4, 2009 between the Company and the Holder, and (ii) February 28, 2010240.14d ~~Further, the Company and all of its subsidiaries also entered into a Guarantee and Security Agreement dated October 19, 2009~~ -2(~~the “Guarantee and Security Agreement”~~b) ~~wherein the Company and all of its subsidiaries guaranteed the payment of the Note, subject to certain conditions set forth in the Guarantee and Security Agreement.~~ )

~~Simultaneous~~ ~~with~~ o Pre-commencement ~~the~~communications issuance of the Note, certain senior secured note holders (the “Subordinating Note Holders”) that were previously issued Amended and Restated Senior Secured Convertible Notes (the “Senior Secured Notes”) by the Company pursuant to ~~that~~Rule ~~certain Securities Amendment and Purchase Agreement~~ 13e-4(~~the “SAPA”~~c), ~~dated~~under ~~as of December 23, 2008 by and among HCI and~~ the ~~note~~Exchange ~~holders identified~~Act ~~therein, executed an Interim Subordination Agreement~~ (~~the “Subordination~~17 ~~Agreement”),~~CFR also dated October 19, 2009, whereby such Subordinating Note Holders agreed to the subordination of their Senior Secured Notes, and of any of the Company’s obligations to the Subordinating Note Holders relating thereto, to all of the Company’s obligations under the Note240.13e -4(c))

~~On October~~Item ~~19,~~8.01 ~~2009, and~~Other in order to effectuate the intentions under the Subordination Agreement, the Subordinating Note Holders executed a Waiver to the SAPA wherein such Subordinating Note Holders agreed to amend the SAPA such that the provisions therein that (i) limit the amount of indebtedness that the Company may incur or create; and (ii) limit the liens that the Company is permitted to assume or create shall be modified to permit the Company to issue such Note in favor of the Holder and, further, to permit the Company guarantee the payment of such NoteEvents.

~~All~~ ~~capitalized~~ On December 14, 2009, HC Innovations, Inc. (the “Company”), a Delaware corporation, completed an Agreement and Plan of Merger (the “Merger”) with HCI Merger Sub, Inc., (the “Transitory Subsidiary”), a Delaware corporation and wholly owned subsidiary of the Company, HM Strategies, Inc. (“HMS”), a Delaware corporation, and all of the individual shareholders of HMS. The Merger was approved by the board of directors of the Company, Transitory Subsidiary and HMS. Under the Merger, the Transitory Subsidiary was merged with and into HMS (the “Merger”), with HMS continuing after the Merger as the surviving corporation and a wholly-owned subsidiary of the Company. Under the terms ~~not~~of ~~defined~~the ~~herein~~Merger, ~~shall~~HMS’s ~~have~~former shareholders received rights to future payments which will be determined over a three year period based on the ~~meaning~~profitability ~~set~~of ~~forth~~certain customer contracts. HMS and its shareholders made customary representations and warranties and covenants in the ~~various~~ Merger Agreement including agreements ~~incorporated~~not byto ~~reference~~compete with the Company.

ITEM 39.0201 ~~UNREGISTERED~~FINANCIAL ~~SALES~~STATEMENTS OFAND ~~EQUITY SECURITIES~~EXHIBITS.

~~See~~ ~~Item~~(a) ~~1.01~~FINANCIAL ~~above~~STATEMENTS OF BUSINESS ACQUIRED.

~~The~~ ~~Company~~Not claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) for the private placement of the Note pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the investor is an “accredited investor” and/or qualified institutional buyer, the investor has access to information about the Company and its investment, the investor will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securitiesapplicable.

~~ITEM~~ ~~9.01~~(b) ~~FINANCIAL~~PRO ~~STATEMENTS~~FORMA ~~AND~~FINANCIAL ~~EXHIBITS~~INFORMATION.

~~(a)~~ Not ~~FINANCIAL STATEMENTS OF BUSINESS ACQUIRED~~applicable.

~~Not~~ (c) ~~applicable~~SHELL COMPANY TRANSACTIONS.

Not applicable. (bd) ~~PRO FORMA FINANCIAL INFORMATION~~EXHIBITS.

~~Not~~Exhibit ~~applicable~~No. Exhibit Description None.

~~(c) EXHIBITS.~~ SIGNATURES

Exhibit
Number	Description
10.1	Senior Secured Note
10.2	Guarantee and Security Agreement
10.3	Interim Funding Subordination Agreement
10.4	Waiver to Securities Amendment and Purchase Agreement

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

SIGNATURES

December 21, 2009		HC INNOVATIONS, INC.


	By:	/s/ R. Scott Walker
		Name: R. Scott Walker
		Title: Chief Financial Officer

		HC INNOVATIONS, INC.
	By:	/s/ R. Scott Walker
October 22, 2009		Chief Financial Officer

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