8-K

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): May 22, 2011

Graymark Healthcare, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma	001-34171	20-0180812
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

210 Park Avenue, Suite 1350 Oklahoma City, Oklahoma	73102
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (405) 601-5300

(Former name or former address, if changed since last report.)

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:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 22, 2011, the Board of Directors (the “Board”) of Graymark Healthcare, Inc. (the “Company”) elected Jamie Hopping as Chairman of the Board, effective July 1, 2011. Ms. Hopping is a 30-year health services veteran, serving in a variety of upper-level operational roles with major health care facility providers. Previously, Ms. Hopping was the executive vice president and chief operating officer of Ardent Health Services, a $1 billion acute care hospital and specialty care facility employing more than 400 physicians. Ms. Hopping earned her B.A. in biology, with honors, from Sonoma State University and a dual masters degree in business administration and public health with a concentration in finance and strategic planning from the University of California, Berkeley.

Ms. Hopping will be paid a fee of $10,000 per month for serving as Chairman of the Board and attending meetings of our Board. The Board approved, effective July 1, 2011, options to purchase up to 500,000 shares of the Company’s common stock (125,000 following the reverse stock split described in Item 8.01 of this Report) that vest immediately, options to purchase up to 100,000 shares of the Company’s common stock (25,000 following the reverse stock split) that vest on January 1, 2012 and options to purchase up to 100,000 shares of the Company’s common stock (25,000 following the reverse stock split) that vest on July 1, 2012, each with an exercise price equal to $0.58 per share ($2.32 per share following the reverse stock split). In the event the Company’s common stock trades at or above $3.00 (on a post-reverse split basis) for at least 20 consecutive trading days, or upon a change of control, any unvested portion of these options will fully vest. We also reimburse our independent directors for travel and out-of-pocket expenses in connection with their attendance at meetings of our Board.

There are no arrangements or understandings between Ms. Hopping and any other persons pursuant to which Ms. Hopping was selected as a director. There have been no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant, in which the amount involved exceeds $120,000, and in which Ms. Hopping had, or will have, a direct or indirect material interest.

Item 7.01. Regulation FD Disclosure

The Company has issued a press release announcing Ms. Hopping’s election to the Board, a copy of which is attached hereto as Exhibit 99.1.

The Company has issued a press release announcing the reverse stock split, as discussed in Item 8.01 below, a copy of which is attached hereto as Exhibit 99.2.

Item 8.01. Other Events.

As previously disclosed, in February 2011, the Company’s shareholders approved a proposal that authorized the Board, in its discretion, to effect a reverse stock split of the Company’s outstanding Common Stock, par value $0.0001 per share (“Common Stock”) subject to certain parameters. On May 22, 2011, the Board approved a reverse stock split on a 1-for-4 exchange ratio, to become effective after the close of business on June 3, 2011. We expect our common stock will begin trading on the Nasdaq Capital Market on a post-reverse split basis on June 6, 2011. No fractional shares will be issued and, instead, fractional shares will be rounded up to the nearest whole share.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	99.1	Press Release dated May 23, 2011.
	99.2	Press Release dated May 25, 2011.

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 hereunto duly authorized.

	By:	GRAYMARK HEALTHCARE, INC.
Date: May 25, 2011	By:	/s/ Stanton Nelson
		Stanton Nelson
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press Release dated May 23, 2011.
	99.2	Press Release dated May 25, 2011.

EX-99.1

Exhibit 99.1

For Immediate Release

Graymark Appoints Jamie Hopping as Chairman of the Board

Health Services Veteran Brings 30 Years of Operational Experience in Hospital Facility Management

OKLAHOMA CITY, May 23, 2011 —Graymark Healthcare, Inc. (NASDAQ: GRMH), the nation’s second largest provider of diagnostic sleep services and an innovator in comprehensive care for obstructive sleep apnea (OSA), has appointed Jamie Hopping as chairman of its board of directors, effective July 1, 2011. She will succeed Stanton Nelson, who will continue in his role as chief executive officer.

Hopping comes to Graymark as a 30-year health services veteran, serving in a variety of upper-level operational roles with major health care facility providers. Her extensive career includes serving as the western group president for HCA Holdings, where she was responsible for the finance and operations of 60 hospitals across 13 states and generating $4 billion in annual revenue. She was also previously the executive vice president and chief operating officer of Ardent Health Services, a $1 billion acute care hospital and specialty care facility employing more than 400 physicians.

“Jamie is an exceptional executive who brings valuable expertise in the health services field and a proven track record in driving operational success and revenue growth for hospital facilities across the U.S.,” said Nelson. “Her business and operational acumen, in addition to her breadth of contacts in the health services industry, will prove invaluable as we continue to build market acceptance for our comprehensive model of diagnosing and treating OSA in the hospital setting.”

Hopping commented: “For the some 50 million Americans suffering from sleep disorders, Graymark offers a unique and proven platform to help people in communities of all sizes, from urban to rural, who need and deserve our state-of-the-art diagnosis and treatments. The company’s momentum in the hospital setting has accelerated over recent quarters, and this makes me both proud and excited to join the company at this pivotal stage of its development.”

Graymark operates a growing number of sleep laboratories nationwide, comprised of 24 standalone or IDTF facilities in large communities and 74 hospital, provider or rural outreach sites. While the care environments may vary based on community need, Graymark ensures that the quality and comprehensiveness of the services provided remain consistently at the highest standard.

About Graymark Healthcare

Headquartered in Oklahoma City, Okla., Graymark Healthcare, Inc. (NASDAQ:GRMH) is the nation’s second largest provider of sleep management solutions. In addition to diagnosing and treating over 80 sleep disorders, the company specializes in comprehensive care for Obstructive Sleep Apnea (OSA). Graymark offers its services through 98 sleep laboratories throughout the United States, including standalone or IDTF facilities, rural outreach sites and hospital or provider agreements. For more information, visit www.graymarkhealthcare.com.

Important Cautions Regarding Forward-Looking Statements

This press release may contain forward-looking statements that are based on the company’s current expectations, forecasts and assumptions. Forward-looking statements involve risks and uncertainties that could cause actual outcomes and results to differ materially from the company’s expectations, forecasts and assumptions. These risks and uncertainties include risks and uncertainties not in the control of the company, including, without limitation, the current economic climate and other risks and uncertainties, including those enumerated and described in the company’s filings with the Securities and Exchange Commission, which filings are available on the SEC’s website at www.sec.gov. Unless otherwise required by law, the company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Company Contact:
Graymark Healthcare, Inc.
Stanton Nelson
Chairman and CEO
Tel 405-601-5300

Investor Relations:
Liolios Group, Inc.
Scott Liolios or Cody Slach
Tel 949-574-3860
info@liolios.com

EX-99.2

Exhibit 99.2

Graymark Announces 1-for-4 Reverse Stock Split

OKLAHOMA CITY, May 25, 2011 — Graymark Healthcare, Inc. (NASDAQ: GRMH), the nation’s second largest provider of diagnostic sleep services and an innovator in comprehensive care for obstructive sleep apnea (OSA), reported that its Board of Directors approved a 1-for-4 reverse stock split, which will be effective after the close of the market on June 3, 2011.

The 1-for-4 reverse stock split will automatically convert all shares of the company’s stock issued and outstanding to one new share of common stock, par value $0.0001 per share. The reverse stock split, which was approved by the company’s shareholders on February 1, 2011, will reduce the number of shares of the company’s outstanding common stock from approximately 34.1 million, as of the filing date of the company’s most recent Quarterly Report on Form 10-Q, to approximately 8.5 million.

No fractional shares will be issued in connection with the reverse stock split. The company will round up to the next whole share in lieu of issuing factional shares that would have been issued in the reverse split. For a 20 trading day period immediately following the reverse split, Graymark’s common stock will trade on a post-split basis on the NASDAQ Capital Market under the trading symbol “GRMHD” as an interim symbol to denote the reverse split. After this 20 trading day period, Graymark’s common stock will resume trading on the NASDAQ Capital Market under the symbol “GRMH.” In addition, the common stock will also trade under a new CUSIP number effective June 6, 2011.

Computershare is the company’s transfer agent and will be acting as the exchange agent for the purpose of implementing any exchange of stock certificates in connection with the reverse split. Stockholders who have existing stock certificates will receive instructions from the transfer agent. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.

Further information on the logistics regarding the reverse split can be obtained by contacting Computershare at 1-800-884-4225.

About Graymark Healthcare

Headquartered in Oklahoma City, Okla., Graymark Healthcare, Inc. (NASDAQ: GRMH) is the nation’s second largest provider of sleep management solutions. In addition to diagnosing and treating over 80 sleep disorders, the company specializes in comprehensive care for Obstructive Sleep Apnea (OSA). Graymark offers its services through 98 sleep laboratories throughout the United States, including standalone or IDTF facilities, rural outreach sites and hospital or provider agreements. For more information, visit www.graymarkhealthcare.com.

Important Cautions Regarding Forward-Looking Statements

This press release may contain forward-looking statements that are based on the company’s current expectations, forecasts and assumptions. Forward-looking statements involve risks and uncertainties that could cause actual outcomes and results to differ materially from the company’s expectations, forecasts and assumptions. These risks and uncertainties include risks and uncertainties not in the control of the company, including, without limitation, the current economic climate and other risks and uncertainties, including those enumerated and described in the company’s filings with the Securities and Exchange Commission, which filings are available on the SEC’s website at www.sec.gov. Unless otherwise required by law, the company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Company Contact:
Graymark Healthcare, Inc.
Stanton Nelson
Chairman and CEO
Tel 405-601-5300

Investor Relations:
Liolios Group, Inc.
Scott Liolios or Cody Slach
Tel 949-574-3860
info@liolios.com