Item
1.01. Entry into a Material Definitive Agreement
On July 16, 2017, Rennova
Health, Inc. (the "Company") entered into a Securities Purchase Agreement (the “Purchase Agreement") with
certain existing institutional investors of the Company. Pursuant to the Purchase Agreement, the Company has agreed to issue
$4,136,862 aggregate principal amount of Original Issue Discount Debentures due October 17, 2017 (the
"Debentures") and warrants to purchase an aggregate of 2,120,000 shares of common stock (the "Warrants")
for consideration of $2,000,000 in cash and the exchange of $1,902,700 aggregate principal amount of Original Issue Discount
Debentures due September 22, 2017 issued by the Company on June 22, 2017. The Purchase Agreement contains certain customary
representations, warranties and covenants. The closing of the offering is subject to, among other things, customary closing
conditions.
The Purchase Agreement
provides that, for a one-year period after the closing date, the purchasers shall have the right to participate in any issuance
by the Company of common stock or common stock equivalents for cash consideration, indebtedness or a combination of units thereof,
with certain exceptions (a “Subsequent Financing”). Also, until the date when the purchasers no longer hold any Debentures,
in the event the Company undertakes or enters into an agreement to undertake a Subsequent Financing, a purchaser may elect to
exchange all or some of its Debentures (but not including any Warrants) for any securities or units issued in such Subsequent
Financing on an $0.80 principal amount of Debenture for $1.00 new subscription amount basis based on the outstanding principal
amount of such Debenture (along with any accrued but unpaid interest, liquidated damages and other amounts owing thereon).
The
Purchase Agreement also provides that the Company shall hold a meeting of stockholders (which may also be the annual meeting
of stockholders) at the earliest practicable date to obtain stockholder approval of at least a 1-for-8 reverse split of the
common stock. Promptly following receipt of such stockholder approval, the Company shall cause the reverse split to occur. If
such stockholder approval is not obtained on or before September 20, 2017, it shall be an event of default under
the Debentures.
The Warrants
will be exercisable into shares of the Company’s common stock at any time from and after six months from the closing
date at an exercise price of $0.37 per common share (subject to adjustment). The Warrants will terminate five years after they become
exercisable.
The Debentures will
be guaranteed by substantially all of the subsidiaries of the Company pursuant to a Subsidiary Guarantee, in favor of the holders
of the Debentures by the subsidiary guarantors party thereto. The securities to be issued under the Purchase Agreement will be
issued in reliance on the exemption from
registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation
D promulgated thereunder as transactions by an issuer not involving any public offering. This Current Report on Form 8-K does
not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The foregoing
description of the Purchase Agreement, the Debentures, the Warrants and the Subsidiary Guarantee are summaries, and
are qualified by reference to such documents, which are attached hereto as Exhibits 10.144, 10.145, 10.146 and 10.147,
respectively.