Current Report Filing (8-k)
July 08 2020 - 5:00PM
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): June 30, 2020
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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931
Village Boulevard, Suite 905, West Palm Beach,
Florida
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33409
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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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Securities registered under Section 12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange
on which registered
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None
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None
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None
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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. Entry into a Material Definitive Agreement.
On
June 30, 2020, Rennova Health, Inc. (the “Company”) entered into an Exchange Agreement (the “Agreement”)
with Christopher Diamantis, who had previously been a director of the Company until his resignation on February 26, 2020.
Pursuant to the Agreement, the Company issued to Mr. Diamantis 22,000 shares of its Series M Convertible Preferred
Stock (the “Preferred Stock”) in exchange for the extinguishment of the Company’s indebtedness to Mr. Diamantis
totalling $18,849,637.06, including accrued interest, as of June 30, 2020.
The
terms of the Preferred Stock were set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 16, 2020. In particular, each
holder of the Preferred
Stock shall be entitled to vote on all matters submitted to a vote of the holders of the Company’s common stock. Regardless
of the number of shares of Preferred Stock outstanding and so long as at least one share of Preferred Stock is outstanding, the
outstanding shares of Preferred Stock shall have the number of votes, in the aggregate, equal to 51% of all votes entitled to
be voted at any meeting of stockholders or action by written consent. Each outstanding share of the Preferred Stock shall represent
its proportionate share of the 51% allocated to the outstanding shares of Preferred Stock in the aggregate. The Preferred Stock
shall vote with the common stock and any other voting securities as if they were a single class of securities.
The
foregoing description of the Agreement does not purport to be complete and is qualified by reference to the Agreement, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 is incorporated herein by reference.
Item
3.03. Material Modification to Rights of Security Holders.
The information
set forth in Item 1.01 is incorporated herein by
reference.
Item 5.01. Changes in Control
of Registrant.
The
information set forth in Item 1.01 is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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:
July 8, 2020
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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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