Current Report Filing (8-k)
March 07 2019 - 4:34PM
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): March 5, 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.
Entry into a Material Definitive Agreement.
On
March 5, 2019, Rennova Health, Inc. (the “Company”) closed the previously-reported assert 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 were acquired from Jellico
Community Hospital, Inc. and CarePlus Rural Health Clinic, LLC, respectively.
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
purchase price was approximately $658,000. This purchase price was made available by a director of the Company.
Diligence, legal and other costs associated with the acquisition are estimated to be approximately $250,000, meaning the
total cost of acquisition to the Company is approximately $908,000.
Annual
net revenues in recent years have been approximately $12,000,000, with government payors, including Medicare
and Medicaid, accounting for in excess of 70% of the payor mix. The Company does not expect that payor mix to change in
the new future.
On
March 7, 2019, the Company issued a press release announcing the closing of the Purchase Agreement. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item
8.01. Other Events.
As
a result of conversions and exercises of certain of the Company’s securities, as of March 6, 2019 the Company had 2,700,882,657
shares of common stock issued and outstanding.
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:March 7, 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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