Current Report Filing (8-k)
February 28 2019 - 5:42PM
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): February 22, 2019
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 February 22, 2019,
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 Jellico, Tennessee and an outpatient clinic located in
Williamsburg, Kentucky. The hospital is known as Jellico Community Hospital and the clinic is known as the CarePlus Center. The
hospital and the clinic and their associated assets are being acquired from Jellico Community Hospital, Inc. and CarePlus Rural
Health Clinic, LLC, respectively. The transaction is expected to close in the first quarter of 2019, subject to customary regulatory
approvals and closing conditions. The purchase price is equal to $500,000 plus the amount of the Net Working Capital (as
defined in the Purchase Agreement).
Jellico Community Hospital
is a fully operational 54-bed acute care facility that offers comprehensive services, including diagnostic imaging, radiology,
surgery (general, gynecological and vascular), nuclear medicine, wound care and hyperbaric medicine, intensive care, emergency
care and physical therapy.
The CarePlus Center
offers sophisticated testing capabilities and compassionate care, all in a modem, patient-friendly environment. Services include
diagnostic imaging services, x-ray, mammography, bone densitometry, computed tomography (CT), ultrasound, physical therapy and
laboratory services on a walk-in basis.
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 10.173 and is incorporated by reference herein.
As
previously announced, the parties to the Purchase Agreement had signed a previous asset purchase agreement relating to these assets
on November 28, 2018, which was terminated by the Company on February 8, 2019. This Purchase Agreement replaces that previous
asset purchase agreement.
On
February 26, 2019, 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.
As
a result of conversions and exercises of certain of the Company’s securities, as of February 27, 2019
the Company
had 1,625,882,657 shares of common stock issued and outstanding.
Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhi
bits
Exhibit
No.
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Exhibit
Description
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10.173
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Asset Purchase Agreement, dated as of February 22, 2019, by and among Jellico Community Hospital, Inc., CarePlus Rural Health Clinic, LLC, Jellico Medical Center, Inc., Community Hospital Corporation and Rennova Health, Inc.
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99.1
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Press Release dated February 26, 2019
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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 28, 2019
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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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