Current Report Filing (8-k)
July 16 2021 - 5:16PM
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 12, 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 South 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
1.01. Entry into a Material Definitive Agreement.
On July 12, 2021, Rennova Health,
Inc. (the “Company”) effected the third closing in its offering of shares of Series O Convertible Redeemable Preferred Stock
(the “Series O Preferred Stock”). The offering is pursuant to the terms of the previously-announced Securities Purchase Agreement,
dated as of May 10, 2021 (the “Purchase Agreement”), between 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 Preferred Stock at four closings of 1,100 shares each.
The first closing occurred on May 10, 2021 and the second occurred on May 18, 2021. The Company received proceeds of $1,000,000 at the
third closing. 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 any 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 tax arrears
and legal and accounting expenses.
The
shares of Series O Preferred Stock were issued in the third closing 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.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 is incorporated herein by reference.
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 16, 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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