Current Report Filing (8-k)
July 19 2021 - 4:49PM
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 14, 2021
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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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. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 14, 2021, Rennova Health, Inc. (the “Company”) filed an Amendment to its Certificate of Incorporation in order
to effect a 1-for-1,000 reverse stock split of the Company’s shares of common stock effective on July 16, 2021. As
previously announced, on June 15, 2021 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-50 to 1-for-2,000, 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, 2021. The Board approved
the specific ratio and timing on July 8, 2021.
As
a result of the reverse stock split, every 1,000 shares of the Company’s pre-reverse split common stock have been combined
and reclassified into one share of the Company’s common stock. Proportionate voting rights and other rights of common stockholders
were not 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 became effective at 5:00 pm, Eastern Time, on July 16, 2021 and the Company’s common stock continued
to trade on a post-split basis at the open of business on July 19, 2021. The Company’s post-reverse split common stock has
a new CUSIP number, but the par value and other terms of the common stock were not affected by the reverse stock split, except that,
for the first 20 days after the reverse split, the common stock will trade under the symbol “RNVAD”. Thereafter, it will
trade under our existing symbol “RNVA”. Prior to the reverse split the Company had approximately 10 billion shares
of common stock outstanding, which resulted in approximately 10 million post-split shares.
All
outstanding preferred shares, stock options, warrants and equity incentive plans immediately prior to the reverse stock split have generally
been 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 1,000 and multiplying the exercise or conversion price by 1,000,
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.
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:
July 19, 2021
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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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Rennova Health (PK) (USOTC:RNVA)
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