Current Report Filing (8-k)
February 24 2017 - 5:10PM
Edgar (US Regulatory)
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):
February 22, 2017
RENNOVA HEALTH, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-35141
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68-0370244
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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400 S. Australian Avenue, Suite 800, West Palm Beach, Florida
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33401
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(Address of Principal Executive Offices)
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(Zip Code)
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(561) 855-1626
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(Registrant’s Telephone Number, Including Area Code)
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___________________________________________________________
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(Former Name or Former Address, if Changed Since Last Report)
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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
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 3.03. Material Modification to Rights
of Security Holders.
The information set forth in Item 5.03
is incorporated herein by reference.
Item 5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On February 22, 2017, Rennova Health, Inc.
(the “Company”) filed an Amendment to its Certificate of Incorporation in order to effect a 1-for-30 reverse stock
split of the Company’s shares of common stock effective on February 22, 2017. As previously announced, on December 22, 2016,
the stockholders of the Company approved an amendment to the Company’s Certificate of Incorporation to effect a reverse split
of all of the Company’s shares of common stock at a specific ratio within a range from 1-for-10 to 1-for-30, and granted
authorization to the Board of Directors to determine in its discretion the specific ratio and timing of the reverse split prior
to December 31, 2017. The Board approved the specific ratio and timing on February 7, 2017.
As a result of the reverse stock split,
every 30 shares of the Company’s pre-reverse split common stock have been combined and reclassified into one share of the
Company’s common stock. Proportionate voting rights and other rights of common stockholders were not affected by the reverse
stock split, other than as a result of the rounding up of fractional shares. Stockholders who would otherwise hold a fractional
share of common stock will receive an increase to their common stock as the common stock will be rounded up to a full share. No
fractional shares will be issued in connection with the reverse stock split.
The reverse stock split became effective
at 5:00 pm, Eastern Time, on February 22, 2017 and the Company’s common stock continued to trade on the NASDAQ Capital Market
on a post-split basis at the open of business on February 23, 2017. The Company’s post-reverse split common stock has a new
CUSIP number: 759757602, but the par value and other terms of the common stock will not be affected by the reverse stock split.
All outstanding
preferred shares, stock options, warrants and equity incentive plans immediately prior to the reverse stock split have been
appropriately adjusted by dividing the number of shares of common stock into which the preferred shares, stock options,
warrants and equity incentive plans are exercisable or convertible by 30 and multiplying the exercise or conversion price by
30, as a result of the reverse stock split.
The Company’s transfer agent, Computershare
Inc., is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the
exchange of certificates for common stock.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit
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Number
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Description
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3.1
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Certificate of Amendment to Certificate of Incorporation of Rennova Health, Inc.
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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.
Date: February 24, 2017
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RENNOVA HEALTH, INC.
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By:
/s/ Seamus Lagan
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Seamus Lagan
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Chief Executive Officer
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(principal executive officer)
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EXHIBIT INDEX
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Exhibit
No.
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Exhibit
Description
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3.1
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Certificate of Amendment to Certificate of Incorporation of Rennova Health, Inc.
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