Current Report Filing (8-k)
September 08 2021 - 8:13AM
Edgar (US Regulatory)
0000931059
false
0000931059
2021-09-07
2021-09-07
iso4217:USD
xbrli:shares
iso4217:USD
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): September 7, 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
|
(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))
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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
September 7, 2021,
Rennova Health, Inc. (the “Company”) entered into the
Securities Purchase Agreement, dated as of September 7, 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 1,100 shares of Series O Convertible
Redeemable Preferred Stock (the “Series O Preferred Stock”) at two
closings of 550 shares each. If all such shares of Series O Preferred Stock are issued,
the Company will receive proceeds of $1,000,000.
The
first closing will occur on
September 8, 2021.
The Company will issue 550
shares of Series O Preferred Stock and receive proceeds of $500,000. The second closing is expected
to occur on or before October 5, 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 and the
previously-announced Exchange Agreement between the Company and Christopher Diamantis, the Company currently has 262,350,000
shares of common stock issued and outstanding.
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:
September 8, 2021
|
RENNOVA
HEALTH, INC.
|
|
|
|
|
By:
|
/s/
Seamus Lagan
|
|
|
Seamus
Lagan
|
|
|
Chief
Executive Officer
|
|
|
(principal
executive officer)
|
Rennova Health (CE) (USOTC:RNVA)
Historical Stock Chart
From Aug 2024 to Sep 2024
Rennova Health (CE) (USOTC:RNVA)
Historical Stock Chart
From Sep 2023 to Sep 2024