Current Report Filing (8-k)
February 06 2018 - 4:47PM
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): January 31, 2018
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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(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 (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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. [ ]
Item
1.01.
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Entry
into a Material Definitive Agreement.
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On
January 31, 2018, Rennova Health, Inc. (the “Company”) entered into an asset purchase agreement (the “Purchase
Agreement”) to acquire certain assets related to an acute care hospital located in Jamestown, Tennessee. The hospital is
known as Tennova Healthcare - Jamestown and its associated assets are being acquired from Community Health Systems, Inc. The
transaction is expected to close in the second quarter of 2018, subject to customary regulatory approvals and closing conditions.
The purchase price is equal to the Net Working Capital (as defined in the Purchase Agreement), plus $1.00.
Tennova
Healthcare – Jamestown is a fully-operational 85-bed facility including a 24/7 emergency department, radiology department,
surgical center, and a wound care and hyperbaric center. The purchase includes a 90,000 square foot hospital building on approximately
eight acres. Tennova Healthcare – Jamestown is located 38 miles from the Company’s existing hospital in Oneida, Tennessee.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirely by reference
to the Purchase Agreement which is attached hereto as Exhibit 10.162 and is incorporated by reference herein.
On
January 31, 2018, the Company issued a press release announcing the signing of the Purchase Agreement. A copy of the press release
is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits
Exhibit
No.
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Exhibit
Description
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10.162
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Asset Purchase Agreement, dated as of January 31, 2018, by and among HMA Fentress County Hospital, LLC, Jamestown HMA Physician Management, LLC, Jamestown TN Medical Center, Inc., CHS/Community Health Systems, Inc. and Rennova Health, Inc.
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99.1
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Press Release dated January 31, 2018
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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 6, 2018
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RENNOVA
HEALTH, INC.
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By:
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/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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