AND EXCHANGE COMMISSION
SECTION 13 or 15(d) OF THE
EXCHANGE ACT OF 1934
of report (Date of earliest event reported): May 7, 2021
Name of Registrant as Specified in Its Charter)
or Other Jurisdiction of Incorporation)
Employer Identification No.)
Village Boulevard, Suite 905, West Palm
of Principal Executive Offices)
Telephone Number, Including Area Code)
Name or Former Address, if Changed Since Last Report)
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.
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
Securities registered under Section 12(b) of the Act:
Title of each class
Name of each exchange on which
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).
growth company [ ]
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.
1.01. Entry into a Material Definitive Agreement.
May 10, 2021, Rennova Health, Inc. (the “Company”) closed an
offering of shares of its newly-authorized Series O Convertible
Redeemable Preferred Stock (the “Series O Preferred Stock”). The
offering was pursuant to the terms of the Securities Purchase
Agreement, dated as of May 10, 2021 (the “Purchase
Agreement”), between the Company and certain existing institutional
investors of the Company.
Purchase Agreement provides for the issuance of up to 4,400 shares
of Series O Preferred Stock at four closings of 1,100 shares each.
If all such shares of Series O Preferred Stock are issued, the
Company will receive proceeds of $4,000,000.
first closing occurred on May 10, 2021. The Company issued 1,100
shares of Series O Preferred Stock and received proceeds of
$1,000,000. The subsequent closings depend upon the Company’s
satisfaction of certain conditions, including effecting certain
specified transactions to make additional shares of common stock
available for issuance by the Company. There can be no assurance
that the Company will satisfy all or any of these conditions or
that any additional closings will take place. In addition, the
Purchase Agreement restricts the Company’s use of any proceeds of
the issuances of the Series O Preferred Stock, including to payroll
and tax arrears and legal and accounting expenses.
shares of Series O Preferred Stock were issued in reliance on the
exemption from registration contained in Section 4(a)(2) of
the Securities Act of 1933, as amended, and by Rule 506 of
Regulation D promulgated thereunder as a transaction by an issuer
not involving any public offering.
terms of the Series O Preferred Stock are set forth below under
Item 5.03, which is incorporated herein by reference.
foregoing description of the Purchase Agreement does not purport to
be complete and is qualified by reference to the Purchase
Agreement, a form of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by
3.02. Unregistered Sales of Equity Securities.
information set forth in Item 1.01 is incorporated herein by
5.03. Amendments to Articles of Incorporation or Bylaws; Changes in
May 7, 2021, the Company filed a Certificate of Designation with
the Secretary of State of the State of Delaware to authorize the
issuance of up to 10,000 shares of Series O Preferred Stock. The
following is a summary of certain terms of the Series O Preferred
The Company’s Board of Directors has designated 10,000 shares of
the 5,000,000 authorized shares of preferred stock as the Series O
Preferred Stock. Each share of the Series O Preferred Stock has a
stated value of $1,000.
Rights. Except as provided below or by law, the Series O
Preferred Stock shall have no voting rights. However, as long as
any shares of Series O Preferred Stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a
majority of the then outstanding shares of the Series O Preferred
Stock, (a) alter or change adversely the powers, preferences or
rights given to the Series O Preferred Stock or alter or amend the
Certificate of Designation, (b) amend its certificate of
incorporation or other charter documents in any manner that
adversely affects any rights of the holders, (c) increase the
number of authorized shares of the Series O Preferred Stock, or (d)
enter into any agreement with respect to any of the
Dividends at the rate per annum of 10% of the stated value per
share shall accrue on each outstanding share of Series O Preferred
Stock from and after the date of the original issuance of such
share of Series O Preferred Stock (the “Preferred Accruing
Dividends”). The Preferred Accruing Dividends shall accrue from day
to day, whether or not declared, and shall be cumulative and
non-compounding; provided, however, that such
Preferred Accruing Dividends shall be payable only when, as, and if
declared by the Board of Directors. No cash dividends shall be paid
on the common stock unless the Preferred Accruing Dividends are
The Series O Preferred Stock ranks with respect to dividends or a
liquidation, (i) on parity with the common stock, the Company’s
Series H Convertible Preferred Stock, the Company’s Series L
Convertible Preferred Stock, the Company’s Series M Convertible
Preferred Stock and the Company’s Series N Convertible Preferred
Stock, (ii) senior to the Company’s Series F Convertible Preferred
Stock, and (iii) junior to any other class or series of preferred
stock of the Company afterwards created and ranking by its terms
senior to the Series O Preferred Stock.
Each share of the Series O Preferred Stock is convertible into
shares of the Company’s common stock, at any time and from time to
time, at the option of the holder, into that number of shares of
common stock determined by dividing the stated value of such share
of Series O Preferred Stock, plus any accrued declared and unpaid
dividends, by the conversion price. The conversion price is equal
to 90% of the lowest VWAP during the 10 trading days immediately
prior to the conversion date. Holders of the Series O Preferred
Stock are prohibited from converting Series O Preferred Stock into
shares of common stock if, as a result of such conversion, the
holder, together with its affiliates, would own more than 9.99% of
the total number of shares of common stock then issued and
outstanding. However, any holder may increase or decrease such
percentage to any other percentage not in excess of 9.99%, provided
that any increase in such percentage shall not be effective until
61 days after notice to the Company.
Preference. Upon any liquidation, dissolution or winding up of
the Company, the holders of the Series O Preferred Stock shall be
entitled to receive an amount equal to the stated value of the
Series O Preferred Stock, plus any accrued declared and unpaid
dividends thereon and any other fees or liquidated damages then due
and owing thereon, for each share of the Series O Preferred Stock
before any distribution or payment shall be made on any junior
At any time the Company shall have the right to redeem all, or any
part, of the Series O Preferred Stock then outstanding. The Series
O Preferred Stock subject to redemption shall be redeemed by the
Company in cash in an amount equal to the stated value of the
shares of the Series O Preferred Stock being redeemed plus all
accrued declared and unpaid dividends.
foregoing description of the Series O Preferred Stock does not
purport to be complete and is qualified by reference to the
Certificate of Designation of the Series O Preferred Stock, a copy
of which is filed as Exhibit 3.26 to this Current Report on Form
8-K and is incorporated herein by reference.
8.01 Other Events.
result of conversions of shares of the Company’s preferred stock,
the Company currently has 10,000,000,000 shares of common stock
issued and outstanding. The Company, therefore, has issued all of
its authorized shares of common stock. It cannot issue additional
shares of common stock unless and until it is able to amend its
Certificate of Incorporation to increase its authorized common
stock or it effects a reverse split. The Company needs immediate
additional capital to execute on its business plan and without the
ability to issue shares of common stock will have difficulty
securing the capital required to continue in business.
9.01. Financial Statements and Exhibits.
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.
May 11, 2021
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