Current Report Filing (8-k)
September 24 2018 - 5:17PM
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): September 19, 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
(Registrant’s Telephone Number, Including Area Code)
(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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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
5.07. Submission of Matters to a Vote of Security Holders.
On September 19, 2018,
Seamus Lagan, Chief Executive Officer and President of Rennova Health, Inc. (the “Company”), and Alcimede LLC, of
which Mr. Lagan is the sole manager, the holders of 26,684,380 shares of common stock and 250,000 shares of Series J
Convertible Preferred Stock (the “Series J Preferred Stock”), which votes with the common stock and the Series F
Convertible Preferred Stock (the “Series F Preferred Stock”), with each share of Series J Preferred Stock having
12,000 votes, representing 50.4% of the total voting power of the Company’s voting securities, approved by
written consent in lieu of a special meeting of stockholders the following proposal, which had previously been approved and
recommended to be approved by the stockholders by the Board of Directors of the Company.
Proposal
1
: To approve an amendment to our Certificate of Incorporation, as amended, to effect a reverse stock split of all
of the outstanding shares of our common stock, at a specific ratio from 1-for-100 to 1-for-10,000, and to grant
authorization to our Board of Directors to determine, in its discretion, the specific ratio and timing of the reverse split any
time before September 30, 2019, subject to the Board of Directors’ discretion to abandon such amendment.
The
stockholder approval of the above proposal will not be effective until 20 days after an information statement that has been filed
with the Securities and Exchange Commission is mailed to the holders of our common stock, Series F Preferred Stock and Series J Preferred
Stock. The above proposal is separate from, and in addition to, the authorization of a reverse split of our common stock at a
specific ratio from 1-for-200 to 1-for-500 previously approved by our Board of Directors and stockholders on August 21, 2018 and
August 22, 2018, respectively. The stockholder approval of that proposal became effective on September 18, 2018.
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: September
24, 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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