Amended Statement of Beneficial Ownership (sc 13d/a)
October 25 2019 - 6:06AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 6)*
Rennova
Health, Inc.
(Name
of Issuer)
Common
Stock, $.0001 par value
(Title
of Class of Securities)
759757
80 0
(CUSIP
Number)
Seamus
Lagan
931 Village Boulevard, Suite 905
West
Palm Beach, FL 33409
(561)
855-1626
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March
18, 2019
(Date
of Event which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 759757 80 0
|
13D
|
Page
2 of 9
|
1.
|
Names
of Reporting Persons
Seamus
Lagan
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
OO
|
5.
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
|
6.
|
Citizenship
Or Place Of Organization
Ireland
|
Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
53,376
|
8.
|
Shared
Voting Power
2,500,000,008
|
9.
|
Sole
Dispositive Power
53,376
|
10.
|
Shared
Dispositive Power
2,500,000,008
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,500,053,384
|
12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
26.86%
|
14.
|
Type
of Reporting Person
IN
|
CUSIP
No. 759757 80 0
|
13D
|
Page
3 of 9
|
1.
|
Names
of Reporting Persons
Alcimede
LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
OO
|
5.
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
|
6.
|
Citizenship
Or Place Of Organization
Delaware
|
Number
Of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
-0-
|
8.
|
Shared
Voting Power
2,500,000,008
|
9.
|
Sole
Dispositive Power
-0-
|
10.
|
Shared
Dispositive Power
2,500,000,008
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
2,500,000,008
|
12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
26.86%
|
14.
|
Type
of Reporting Person
OO
|
CUSIP
No. 759757 80 0
|
13D
|
Page
4 of 9
|
1.
|
Names
of Reporting Persons
Epizon
Ltd.
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
OO
|
5.
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
|
6.
|
Citizenship
Or Place Of Organization
Commonwealth
of the Bahamas
|
Number
Of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
-0-
|
8.
|
Shared
Voting Power
17
|
9.
|
Sole
Dispositive Power
-0-
|
10.
|
Shared
Dispositive Power
17
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
17
|
12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
0.0%
|
14.
|
Type
of Reporting Person
OO
|
CUSIP
No. 759757 80 0
|
13D
|
Page
5 of 9
|
1.
|
Names
of Reporting Persons
P.
Wilhelm F. Toothe, Trustee of The Shanoven Trust
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
OO
|
5.
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
|
6.
|
Citizenship
Or Place Of Organization
Commonwealth
of the Bahamas
|
Number
Of
Shares Beneficially Owned By
Each
Reporting
Person
With
|
7.
|
Sole
Voting Power
-0-
|
8.
|
Shared
Voting Power
17
|
9.
|
Sole
Dispositive Power
-0-
|
10.
|
Shared
Dispositive Power
17
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
17
|
12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
0.0%
|
14.
|
Type
of Reporting Person
OO
|
CUSIP
No. 759757 80 0
|
13D
|
Page
6 of 9
|
1.
|
Names
of Reporting Persons
The
Shanoven Trust
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3.
|
SEC
Use Only
|
4.
|
Source
of Funds (See Instructions)
OO
|
5.
|
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
|
6.
|
Citizenship
Or Place Of Organization
Commonwealth
of the Bahamas
|
Number
Of Shares Beneficially Owned
By Each Reporting
Person
With
|
7.
|
Sole
Voting Power
-0-
|
8.
|
Shared
Voting Power
17
|
9.
|
Sole
Dispositive Power
-0-
|
10.
|
Shared
Dispositive Power
17
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
17
|
12.
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
0.0%
|
14.
|
Type
of Reporting Person
OO
|
CUSIP
No. 759757 80 0
|
13D
|
Page
7 of 9
|
Item
1. Security and Issuer
This Amendment No. 6 to Schedule
13D amends the Statement on Schedule 13D, dated November 2, 2015, as previously amended by Amendments No. 1, No. 2, No. 3, No.
4 and No. 5 to Schedule 13D, with respect to the Common Stock, $0.0001 par value per share (the “Shares”), of Rennova
Health, Inc., a Delaware corporation (the “Issuer”), filed by: Seamus Lagan; Alcimede LLC, a Delaware limited liability
company (“Alcimede”); Epizon Ltd. (“Epizon”), a Bahamian international business corporation, which is wholly-owned
by The Shanoven Trust, of which P. Wilhelm F. Toothe serves as the trustee; P. Wilhelm F. Toothe, as trustee of The Shanoven Trust;
and The Shanoven Trust. Except as expressly amended below, Schedule 13D, dated November 2, 2015, as previously amended, remains
in effect. The share numbers in this Amendment No. 6 reflect the 1-for-500 reverse split of the Shares effective November 12, 2018.
Item
3. Source and Amount of Funds or Other Consideration
Item
3 is hereby amended to include the following:
This Amendment No. 6 to
Schedule 13D is being filed to report the change in the conversion price of the Issuer’s Series J Convertible Preferred Stock
(the “Series J Preferred Stock”) owned by Alcimede, and consequently the number of shares into which they are convertible.
Alcimede owns all of the outstanding Series J Preferred Stock. Each share of Series J Preferred Stock is convertible, at any time
at the option of the holder, into that number of Shares determined by dividing the stated value (which is $1.00 per share) of such
share of Series J Preferred Stock, plus any accrued and unpaid dividends thereon, by the conversion price. The conversion price
is equal to the average closing price of the Shares on the 10 trading days immediately prior to the conversion date. Since March
18, 2019, the shares of Series J Preferred Stock owned by Alcimede are convertible into 2,500,000,000 Shares.
Each holder of the Series J Preferred Stock shall be entitled to vote on all matters submitted to a vote of
the holders of the Shares. Each share of Series J Preferred Stock shall be entitled to the whole number of votes equal to the number
of Shares into which it is then convertible. The Series J Preferred Stock shall vote with the Shares as if they were a single class
of securities.
Item
5. Interest in Securities of the Issuer
Item
5 is hereby amended to include the following:
As of August 30, 2019, Mr. Lagan may be deemed to beneficially own 2,500,053,384 Shares (or approximately
26.86% of the total number of Shares then currently deemed outstanding), which consists of 53,360 Shares owned of record by Mr.
Lagan and 16 stock options owned of record by Mr. Lagan, and as to which Mr. Lagan may be deemed to have sole dispositive and voting
power; and 8 Shares owned of record by Alcimede and 2,500,000,000 Shares into which the Series J Preferred Stock owned of record
by Alcimede are convertible as of August 30, 2019. Mr. Lagan may be deemed to have shared dispositive and voting power with
Alcimede over the 8 Shares owned of record by Alcimede and the 2,500,000,000 Shares into which the Series J Preferred Stock owned
of record by Alcimede are convertible as of August 30, 2019. Because the conversion price of the Series J Preferred Stock is determined
by the average closing price of the Shares for the 10 trading days immediately prior to the conversion date, the number of Shares
issuable upon conversion will increase or decrease depending upon the market price of the Shares at any particular time. Such Shares
do not include 17 Shares owned of record by Epizon and with respect to such Shares, The Shanoven Trust, P. Wilhelm F. Toothe, as
trustee of The Shanoven Trust, and Epizon share dispositive and voting power. Such Shares also do not include Shares owned by a
third party entity, and which third party entity is owned by a trust of which P. Wilhelm F. Toothe serves as trustee.
Item
7. Materials to be Filed as Exhibits
Item
7 is hereby amended to include the following:
Exhibit
D – Joint Filing Agreement pursuant to Rule 13d-1(k).
CUSIP
No. 759757 80 0
|
13D
|
Page
8 of 9
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
October
24, 2019
|
/s/ Seamus Lagan
|
|
Seamus Lagan, individually
|
|
|
|
October 24, 2019
|
Alcimede
LLC
|
|
|
|
By:
|
/s/
Seamus Lagan
|
|
|
Seamus
Lagan, Sole Manager
|
|
|
|
October 24, 2019
|
Epizon
Ltd.
|
|
|
|
|
By:
|
The
Shanoven Trust
|
|
|
|
|
By:
|
/s/
P. Wilhelm F. Toothe
|
|
|
P.
Wilhelm F. Toothe, Trustee
|
|
|
|
October 24, 2019
|
The
Shanoven Trust
|
|
|
|
|
By:
|
/s/
P. Wilhelm F. Toothe
|
|
|
P.
Wilhelm F. Toothe, Trustee
|
CUSIP
No. 759757 80 0
|
13D
|
Page
9 of 9
|
Exhibit
D
JOINT
FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Amendment No.6 to Schedule 13D is filed on behalf of each of
the undersigned. The undersigned acknowledge that each shall be responsible for the completeness and accuracy of the information
concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning
the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement
may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Dated:
October 24, 2019
|
/s/ Seamus Lagan
|
|
Seamus Lagan, individually
|
|
|
|
|
Alcimede
LLC
|
|
|
|
|
By:
|
/s/
Seamus Lagan
|
|
|
Seamus
Lagan, Sole Manager
|
|
|
|
|
Epizon
Ltd.
|
|
|
|
|
By:
|
The
Shanoven Trust
|
|
|
|
|
By:
|
/s/
P. Wilhelm F. Toothe
|
|
|
P.
Wilhelm F. Toothe, Trustee
|
|
|
|
|
The
Shanoven Trust
|
|
|
|
|
By:
|
/s/
P. Wilhelm F. Toothe
|
|
|
P.
Wilhelm F. Toothe, Trustee
|