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 30, 2015
____________________
Rennova Health, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other
Jurisdiction of Incorporation)
000-26824
(Commission File
Number)
68-0370244
(I.R.S. Employer
Identification No.)
400 S. Australian Avenue, Suite 800
West Palm Beach, Florida 33401
(Address of Principal Executive Offices)
(561) 855-1626
(Registrant’s telephone number, including
area code)
CollabRx, Inc.
44 Montgomery Street
Suite 800
San Francisco, California 94104
(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):
o |
Written communication pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|
o |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
|
o |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
|
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
A Special Meeting of the stockholders of Rennova Health,
Inc. (f/k/a CollabRx, Inc.) was held on October 30, 2015, at which time the following items were considered and voted upon:
(i) the issuance of shares in connection with our merger transaction with Medytox Solutions, Inc. ("Medytox"),
pursuant to which Medytox will became our wholly owned subsidiary; (ii) an amendment to our Certificate of Incorporation to
effect a reverse stock split; (iii) an amendment to our Certificate of Incorporation to increase our number of shares
authorized; (iv) increasing the number of shares available for issuance under our 2007 Incentive Award Plan and increasing
the number of shares allowed to be issued to any individual under such Plan in any calendar year; (v) approving on a
non-binding, advisory basis, our “golden parachute” compensation; and (vi) approving an adjournment of the
Special Meeting vote, if necessary.
The number of shares of common stock entitled to vote at the Special
Meeting was 10,487,373. The number of shares of common stock present or represented by proxy at the Special Meeting was 6,024,028. All
of the matters submitted to a vote of our stockholders at the Special Meeting were approved, except for increasing the number of
our authorized shares. The number of votes cast for and against, and the number of abstentions with respect to all of the matters
voted upon at the Special Meeting, are set forth below, There were no broker non-votes recorded for any of the proposals.
(i) Proposal to approve our issuance of shares of stock in connection
with the proposed merger with Medytox.
Stockholders approved the proposal to issue shares in connection
with the merger transaction. The results of the voting were:
5,557,189 shares voted in favor,
239,273 shares voted against,
and
227,566 shares abstained
from voting.
(ii) Proposal to approve an amendment to
our Certificate of Incorporation, as amended, to effect a reverse split of our common stock at a specific ratio from 1-for-2.5
to 1-for-10, to be effected immediately prior to the effective time of the merger.
Stockholders approved the proposal to approve
an amendment to effect a reverse split. The results of the voting were:
5,259,610 shares voted in favor,
685,610 shares voted against,
and
78,808 shares abstained
from voting.
(iii) Proposal to approve an amendment to our Certificate of
Incorporation, as amended, to increase the number of authorized shares of common stock from 50,000,000 to 150,000,000, effective
as of the effective time of the merger.
Stockholders did not approve an amendment to increase the number
of authorized shares. Less than 50% of the outstanding number of shares eligible to vote were cast in favor of this proposal.
This proposal required a majority vote of all outstanding shares, and not a majority of shares voted. The results of the voting
were:
5,074,194 shares voted in favor,
653,312 shares voted against,
and
296,522 shares abstained
from voting.
(iv) Proposal to approve an amendment to
the 2007 Incentive Award Plan to increase the number of shares authorized to be issued under the plan and to increase the maximum
number of shares any one individual may receive in any calendar year, effective as of the effective time of the merger.
Stockholders approved the proposal to amend the 2007
Incentive Award Plan to increase the number of shares authorized to be issued under the plan and to increase the maximum
number of shares any one individual may receive in any calendar year. The results of the voting were:
5,056,175 shares voted in favor,
615,998 shares voted against,
and
272,235 shares abstained
from voting.
(v) Proposal to vote upon in an advisory
(non-binding) basis the “golden parachute” compensation that may become payable to named executive officers in connection
with the merger agreement with Medytox.
Stockholders approved by an advisory (non-binding) vote the “golden
parachute” compensation to named executive officers. The results of the voting were:
3,525,884 shares voted in favor,
988,736 shares voted against,
and
1,330,920 shares abstained
from voting.
(vi) Proposal to approve adjournment of the
Special Meeting Vote if necessary.
Stockholders voted to approve the adjournment of the Special Meeting
to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the foregoing proposals. The results
of the voting were:
5,205,973 shares voted in favor,
503,802 shares voted against,
and
234,633 shares abstained
from voting.
On November 2, 2015, pursuant to authority granted by
stockholders, the Board of Directors approved a reverse split ratio of 1-for-10.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 4, 2015 |
|
RENNOVA HEALTH, INC. |
|
|
By: |
/S/ Seamus Lagan |
|
|
Name:
Title: |
Seamus Lagan
President and Chief Executive Officer |
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