Current Report Filing (8-k)
October 28 2021 - 9:10AM
Edgar (US Regulatory)
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0000931059
2021-10-28
2021-10-28
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xbrli:shares
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xbrli:shares
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): October 28, 2021
Rennova
Health, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
001-35141
|
|
68-0370244
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
400
South Australian Avenue, 8th Floor, West Palm Beach,
Florida
|
|
33401
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(561)
855-1626
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(Registrant’s
Telephone Number, Including Area Code)
|
(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):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
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
|
|
Trading
Symbol
|
|
Name
of each exchange on which registered
|
None
|
|
None
|
|
None
|
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
October 28, 2021, Rennova Health, Inc. (the “Company”) entered into the Securities Purchase Agreement, dated as of
October 28, 2021 (the “Purchase Agreement”), among the Company and certain existing institutional investors
of the Company. The Purchase Agreement provides for the issuance of up
to 4,400 shares of Series O Convertible Redeemable Preferred Stock (the “Series O Preferred Stock”) at two closings
of 2,200 shares each. If all such shares of Series O Preferred Stock are issued, the Company will receive proceeds of $4,000,000.
The
first closing will occur on October 28, 2021. The Company will issue 2,200 shares of Series O Preferred Stock and
receive proceeds of $2,000,000. The second closing is expected to occur on or before December 1, 2021. The subsequent
closing depends upon the Company’s satisfaction of certain conditions. There can be no assurance that the Company will satisfy
all or any of these conditions or that the additional closing 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 legal and accounting
expenses.
The
shares of Series O Preferred Stock will be 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.
The
terms of the Series O Preferred Stock were set forth in the Company’s Current Report on Form 8-K filed on May 11, 2021.
The
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 reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 is incorporated herein by reference.
Item
8.01 Other Events.
As
a 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 common stock. It cannot issue additional
shares of common stock until it amends its Certificate of Incorporation to increase its authorized common stock. As previously announced
in its Information Statement, dated October 7, 2021, the Company expects to file such an amendment to increase its authorized common
stock to 50,000,000,000 shares on or about November 5, 2021.
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:
October 28, 2021
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RENNOVA
HEALTH, INC.
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|
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By:
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/s/
Seamus Lagan
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Seamus
Lagan
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|
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Chief
Executive Officer
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|
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(principal
executive officer)
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