Current Report Filing (8-k)
July 24 2020 - 4:30PM
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): July 22, 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
5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 22, 2020, the Board of Directors of the Company approved an amendment to the Company’s Certificate of Incorporation
(the “Amendment”), to effect a 1-for-10,000 reverse stock split of the Company’s shares of common stock to be
effective on July 31, 2020. On May 7, 2020, the holders of a majority of the total voting power of the Company’s securities
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-100 to 1-for-10,000, and granted authorization to the Board
of Directors to determine in its discretion the specific ratio and timing of the reverse split on or prior to December 31, 2020.
As
a result of the reverse stock split, every 10,000 shares of the Company’s pre-reverse split common stock will be
combined and reclassified into one share of the Company’s common stock. Proportionate voting rights and other rights of
common stockholders will not be affected by the reverse stock split, other than as a result of the cash payment for any fractional
shares that would have otherwise been issued. Stockholders who would otherwise hold a fractional share of common stock will receive
a cash payment in respect of such fraction of a share of common stock. No fractional shares will be issued in connection with
the reverse stock split.
The
reverse stock split will become effective at 5:00 p.m., Eastern Time, on July 31, 2020 and the Company’s common stock
will trade on a post-split basis at the open of business on August 3, 2020. The par value and other terms of the common
stock will not be affected by the reverse stock split. The authorized capital of the Company of 10,000,000,000 shares of common
stock and 5,000,000 shares of preferred stock, also will not be affected by the reverse split.
All
outstanding preferred shares, stock options, warrants, and equity incentive plans immediately prior to the reverse stock split
will generally be 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 10,000 and multiplying
the exercise or conversion price by 10,000, 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.
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Financial
Statements and Exhibits.
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(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 24, 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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