UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
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Preliminary Information Statement
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Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2))
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Definitive Information Statement
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RENNOVA
HEALTH, INC.
(Name
of Registrant as Specified In Its Charter)
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No fee required
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously
with preliminary materials.
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Check box if
any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
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(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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rennova
health, inc.
400
South Australian Avenue
8th
Floor
West
Palm Beach, Florida 33401
(561)
855-1626
Notice
of Actions by Written Consent of
Stockholders
to be Effective ________________, 2021
Dear
Stockholder:
We
are furnishing this notice and the accompanying Information Statement to the holders of shares of common stock and Series F Convertible
Preferred Stock (the “Series F Preferred Stock”) of Rennova Health, Inc., a Delaware corporation (the “Company”),
for informational purposes only pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations promulgated thereunder.
The
purpose of the Information Statement is to notify our stockholders that effective on August 27, 2021, the holders of 95,450,000 shares
of common stock, 250,000 shares of the Company’s Series L Convertible Preferred Stock (the “Series L Preferred Stock”),
and an irrevocable proxy to vote all of the outstanding shares of Series M Convertible Redeemable Preferred Stock (the “Series
M Preferred Stock”), all of which votes with the Company’s common stock and the Series F Preferred Stock (representing approximately
51.24% of the outstanding common stock and approximately 78.54% of the total voting power of the Company’s voting securities),
approved by written consents in lieu of a special meeting of stockholders the following proposals, which had previously been approved
and recommended to be approved by the stockholders, by the Board of Directors of the Company on August 27, 2021:
Proposal
1: To approve an amendment to our Certificate of Incorporation, as amended, to increase the number of authorized shares of our common
stock from 10,000,000,000 to 50,000,000,000 shares.
Proposal
2: To approve an amendment to our Certificate of Incorporation, as amended, to provide that the number of authorized shares of Common
Stock or Preferred Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote
of the holders of a majority in voting power of the stock of the Company entitled to vote generally in the election of directors, irrespective
of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware (or any successor provision thereto),
voting together as a single class, without a separate vote of the holders of the class or classes the number of authorized shares of
which are being increased or decreased unless a vote by any holders of one or more series of Preferred Stock is required by the express
terms of any series of Preferred Stock pursuant to the terms thereof.
This
notice and the accompanying Information Statement is first being mailed to our stockholders of record as of the close of business on
August 27, 2021 on or about ______________, 2021. In accordance with Rule 14c-2 of the Exchange Act, the actions contemplated herein
will not be effective until _______________, 2021, a date which is at least 20 calendar days after the date on which this notice and
the accompanying Information Statement is first mailed to our stockholders of record. You are urged to read the Information Statement
in its entirety for a description of the actions taken by the holders of a majority of each of the outstanding common stock and of the
total voting power of the Company’s securities with regard to these specific matters.
This
notice and the accompanying Information Statement is also available at www.rennovahealth.com. This website also includes copies of our
Form 10-K for the year ended December 31, 2020. Stockholders may request a copy of the Information Statement and such Form 10-K by contacting
our main office at (561) 855-1626.
WE
ARE NOT ASKING YOU FOR A
PROXY
AND YOU ARE REQUESTED NOT
TO
SEND US A PROXY
PLEASE
NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED
HEREIN.
The
corporate actions are taken by consents of the holders of a majority of each of the outstanding common stock and of the voting capital
stock, pursuant to Delaware law. Proxies are not being solicited because the holders of approximately 78.54% of the total voting power
of the Company’s securities (as well as approximately 51.24% of the outstanding shares of common stock) hold more than enough shares
to effect the proposed actions and have voted in favor of the proposals contained herein.
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By
Order of the Board of Directors
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_______________,
2021
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Seamus
Lagan
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Chief
Executive Officer and President
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rennova
health, inc.
400
South Australian Avenue
8th
Floor
West
Palm Beach, Florida 33401
(561)
855-1626
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY.
General
Information
This
Information Statement is being mailed on or about ________, 2021 to the holders of record at the close of business on August 27, 2021
(the “Record Date”) of shares of the common stock and shares of the Series F Convertible Preferred Stock (the “Series
F Preferred Stock”) of Rennova Health, Inc., a Delaware corporation (the “Company”), in connection with actions taken
by the holders of a majority of each of the outstanding common stock and the Company’s voting capital stock with regard to the
following proposals (collectively, the “Proposals”):
Proposal
1 – To approve an amendment to our Certificate of Incorporation, as amended, to increase the number of authorized shares of
our common stock from 10,000,000,000 to 50,000,000,000 shares (the “Authorized Stock Proposal”).
Proposal
2 – To approve an amendment to our Certificate of Incorporation, as amended, to provide that the number of authorized shares
of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative
vote of the holders of a majority in voting power of the stock of the Company entitled to vote generally in the election of directors,
irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware (or any successor provision
thereto), voting together as a single class, without a separate vote of the holders of the class or classes the number of authorized
shares of which are being increased or decreased unless a vote by any holders of one or more series of Preferred Stock is required by
the express terms of any series of Preferred Stock pursuant to the terms thereof (the “Approval Proposal”).
Christopher
Diamantis, who owns 95,450,000 shares of common stock, Alcimede LLC (“Alcimede”), which owns 250,000 shares of Series L Convertible
Preferred Stock (the “Series L Preferred Stock”) (which have, as of the Record Date, 23,299,161 votes with regard to the
above Proposals) and Seamus Lagan, who has an irrevocable proxy to vote all of the outstanding shares of Series M Convertible Redeemable
Preferred Stock (the “Series M Preferred Stock”) owned by Mr. Diamantis, representing in the aggregate approximately 51.24%
of the outstanding Common Stock and approximately 78.54% of the total voting power of the Company’s voting securities, have executed
written consents in lieu of a special meeting of stockholders (the “Majority Stockholder Consents”) approving the actions
described above. Mr. Diamantis is a former member of the Board of Directors of the Company. Seamus Lagan, our Chief Executive Officer
and President, is the manager of Alcimede.
Each
of the actions described above, as approved pursuant to the Majority Stockholder Consents effective on August 27, 2021, had previously
been approved by the Board of Directors of the Company on August 27, 2021, and recommended to be presented to the stockholders for approval
by the Board of Directors on the same date.
Under
Section 228 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and in accordance with the
Bylaws of the Company, all activities requiring stockholder approval may be taken without a meeting by obtaining the written consent
and approval of the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting of which all shares entitled to vote thereon were present and voted. Because the holders who executed
the Majority Stockholder Consents were entitled to cast votes sufficient to approve the Proposals on the Record Date, no action by the
minority stockholders in connection with the Proposals is required.
Pursuant
to Section 228 of the DGCL, we are required to provide prompt notice of the taking of the corporate actions described above without a
meeting of stockholders to all stockholders who did not consent in writing to such actions. This Information Statement serves as such
notice. This Information Statement will be mailed on or about ________, 2021 to stockholders of record as of the Record Date, and is
being delivered to inform you of the corporate actions described hereunder before such actions take effect in accordance with Rule 14c-2
of the Exchange Act.
The
entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record by them
and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
Dissenters’
Right of Appraisal
The
DGCL does not provide for dissenters’ rights of appraisal to the Company’s stockholders in connection with the approval of
the Proposals.
Voting
Securities
As
of the Record Date of this Information Statement, our voting securities consisted of (i) our common stock (the “Common Stock”),
of which 186,249,999 shares were outstanding, (ii) our Series F Preferred Stock, of which 1,750,000 shares were outstanding, (iii) our
Series L Preferred Stock, of which 250,000 shares were outstanding, and (iv) our Series M Preferred Stock, of which 20,810 shares
were outstanding. Approval of the Proposals requires the affirmative consent of a majority of the outstanding shares of common stock
and of the total voting power of the Company’s securities issued and outstanding on the Record Date. The quorum necessary to conduct
business of the stockholders consists of a majority of the total voting power of the Company’s securities issued and outstanding
on the Record Date.
The
holders of our Common Stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. The
holders of the Series F Preferred Stock, the holders of the Series L Preferred Stock and the holders of the Series M Preferred Stock
vote together with the holders of the Common Stock as a single class. On any matter presented to Rennova stockholders for their action
or consideration at any Rennova stockholders’ meeting or by written consent in lieu of a meeting, (i) each share of Series F Preferred
Stock will be entitled to one vote, (ii) each share of Series L Preferred Stock will be entitled to the whole number of votes equal to
the number of shares of Common Stock into which it is then convertible (which, as of the Record Date, equaled 93 shares for each share
of Series L Preferred Stock), and (iii) the Series M Preferred Stock, as a class, has the number of votes in the aggregate, equal to
51% of all votes entitled to be voted at any meeting of stockholders or action by written consent of stockholders.
Security
Ownership of Certain Beneficial Owners
The
following table summarizes certain information regarding the beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange
Act) of our outstanding Common Stock as of August 28, 2021 by (i) each person known by us to be the beneficial owner of more than 5%
of the outstanding Common Stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all executive officers and
directors as a group. Except as indicated in the footnotes below, the stockholders listed below possess sole voting and investment power
with respect to their shares. The address of each of the following (other than Sabby Healthcare Master Fund, Ltd. and Sabby Volatility
Warrant Master Fund, Ltd.) is c/o Rennova Health, Inc., 400 South Australian Avenue, 8th Floor, West Palm Beach, Florida 33401.
None of the following owns any Series F Preferred Stock. All of the outstanding shares of Series L Preferred Stock are owned by Alcimede,
of which Seamus Lagan, our Chief Executive Officer, is the sole manager. Mr. Diamantis owns all of the Series M Preferred Stock and has
granted to Mr. Lagan an irrevocable proxy to vote the Series M Preferred Stock.
Name of Beneficial Owner
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No. of Shares of Common Stock
Owned
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Percentage of
Ownership
(1)
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Seamus Lagan
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-
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(2)
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-
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Gary L. Blum
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-
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-
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Trevor Langley
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-
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-
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All Directors and Executive Officers as a Group
(3 persons)
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-
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(3)
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-
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Christopher E. Diamantis
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95,450,000
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(4)
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51.24
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%
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Sabby Healthcare Master Fund, Ltd. (5)
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20,464,761
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9.99
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%
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Sabby Volatility Warrant Master Fund, Ltd. (5)
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20,464,761
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9.99
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%
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(1)
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Based
on 186,249,999 shares of Common Stock issued and outstanding as of August 29, 2021, and additional shares deemed to be outstanding
as to a particular person, in accordance with applicable rules of the Securities and Exchange Commission (the “SEC”).
Beneficial ownership is determined in accordance with SEC rules to generally include shares of Common Stock subject to options or
issuable upon conversion of convertible securities or exercise of warrants, and such shares are deemed outstanding for computing
the percentage of the person holding such options, securities or warrants, but are not deemed outstanding for computing the percentage
of any other person. This table assumes the Company has sufficient authorized shares of Common Stock available to permit the conversion
of the outstanding convertible securities and the exercise of the outstanding warrants and options.
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(2)
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Alcimede
LLC, of which Mr. Lagan is the sole manager, also owns 250,000 shares of Series L Preferred Stock. As of August 28, 2021, these shares
of Series L Preferred Stock were convertible into 23,299,161 shares of Common Stock. In addition, on August 13, 2020, Mr. Diamantis
granted an irrevocable proxy to Mr. Lagan to vote the shares of Series M Preferred Stock owned by Mr. Diamantis. As a result, as
of August 28, 2021, Mr. Lagan and Alcimede owned, or had the right to vote, securities totaling approximately 56.40% of the total
voting power of the Company’s voting securities. Because the conversion price of the Series L Preferred Stock is determined
based on the market price of the shares of Common Stock, the number of shares into which the shares are convertible, and the votes
to which the Series L Preferred Stock is entitled, will fluctuate.
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(3)
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Includes
Messrs. Lagan, Blum and Langley. Alcimede also owns 250,000 shares of Series L Preferred Stock, and Mr. Lagan has an irrevocable
proxy to vote the shares of Series M Preferred Stock owned by Mr. Diamantis, as described in the above footnote.
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(4)
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Mr.
Diamantis also owns warrants to purchase 47,500,000 shares of Common Stock and 20,810 shares of Series M Preferred Stock.
The exercise of the warrants and the conversion of the Series M Preferred Stock are each subject to ownership blockers of 4.99%
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(5)
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Based
on Amendment No. 2 to Schedule 13G filed with the SEC on January 22, 2020. The address of each of Sabby Healthcare Master Fund, Ltd.
and Sabby Volatility Warrant Master Fund, Ltd. is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand
Cayman KY1-9007, Cayman Islands. This stockholder has indicated that Hal Mintz has voting and investment power over the shares held
by it. This stockholder has indicated that Sabby Management, LLC serves as its investment manager, that Hal Mintz is the manager
of Sabby Management, LLC and that each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over these shares except
to the extent of any pecuniary interest therein. The conversion of the Company’s debentures, Series N Convertible
Redeemable Preferred Stock and Series O Convertible Redeemable Preferred Stock and the exercise of the warrants to
purchase Common Stock held by these entities are subject to ownership blockers of 9.99% and 4.99%, respectively.
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PROPOSALs
TO AMEND OUR CERTIFICATE OF INCORPORATION,
AS AMENDED
Our
Board of Directors has unanimously approved two amendments to our Certificate of Incorporation, as amended. The first would increase
the number of authorized shares of our Common Stock from 10,000,000,000 to 50,000,000,000 shares. The second would allow the number of
authorized shares of our Common Stock or Preferred Stock to be increased or decreased by the affirmative vote of the holders of a majority
in voting power of the stock of the Company entitled to vote generally in the election of the directors, irrespective of the provisions
of Section 242(b)(2) of the DGCL. These amendments were also approved by the stockholders pursuant to the Majority Stockholder Consent.
The amendments will be effected by the filing of an amendment to our Certificate of Incorporation in the form set forth in Exhibit A
with the Secretary of State of the State of Delaware (the “Amendment”).
The
Company is currently authorized to issue an aggregate of 10,000,000,000 shares of Common Stock. As of September __, 2021, there were
outstanding _____________ shares of Common Stock. The increasingly rapid conversion and exercise of our outstanding securities into Common
Stock have resulted in continued significant increases in the number of outstanding shares of Common Stock.
The
number of shares outstanding does not include a significant number of shares of Common Stock issuable upon conversion of convertible
debt, and shares of our Series F Preferred Stock, Series M Preferred Stock, Series N Convertible Redeemable Preferred Stock (the “Series
N Preferred Stock”) or Series O Convertible Redeemable Preferred Stock (the “Series O Preferred Stock”) or upon exercise
of outstanding warrants and stock options. The agreements under which many of such securities were issued require the Company to seek
an increase in the number of authorized shares of Common Stock to accommodate all of the possible issuances in the event all of the possible
issuances of shares of Common Stock may not be authorized by the terms of our Certificate of Incorporation, as amended. As of _____________
, 2021, our fully diluted number of shares of Common Stock (which includes the exercise or conversion of all rights to acquire
shares of Common Stock) equaled _____________.
Terms
of certain of our warrants, convertible preferred stock and convertible debentures provide for reduction in the per share exercise price
of the warrants and the per share conversion prices of the debentures and preferred stock (if applicable and subject to a floor in some
cases), in the event that we issue common stock or common stock equivalents (as that term is defined in the agreements) at an effective
exercise/conversion price that is less than the then exercise/conversion prices of the outstanding warrants, preferred stock, or debentures,
as the case may be. These provisions, as well as the issuances of debentures and preferred stock with conversion prices that vary based
on the price of our common stock on the date of conversion, have resulted in significant dilution of our common stock and have given
rise to previous splits of our common stock. The Proposals are intended to help deal with the continued and significant issuances of
common stock upon exercise and conversion of our securities as well as to defer and lessen the need to effect a further reverse split.
The
increase in the number of authorized shares of Common Stock is also necessary to provide flexibility to issue shares for general corporate
purposes that may be identified in the future including, but not limited to, raising additional equity capital through the issuance of
shares of Common Stock, or preferred stock or debt or equity securities convertible or exercisable into shares of Common Stock, or in
the case of Common Stock, adopting employee benefit plans and funding the acquisition of other companies. No additional action or authorization
by stockholders would be necessary prior to the issuance of such additional shares, unless required by applicable law or the rules of
any stock exchange or national securities association trading system on which our Common Stock is then listed or quoted. Examples of
circumstances in which further stockholder authorization generally would be required for issuance of such additional shares include (a)
transactions that would result in a change of control of the Company, and (b) adoption of, increases in shares available under, or material
changes to equity compensation plans.
The
Approval Proposal will allow the Company, in case the need arises to increase or decrease the authorized shares of Common Stock or Preferred
Stock, to solicit holders of the Preferred Stock instead of holders of the Common Stock, which is held by substantially fewer holders
and would require less Company time and expense. It would also provide more flexibility in authorizing more shares of stock if and when
needed by the Company to complete future financing transactions or to pursue business expansion opportunities. The Approval Proposal
would, however, remove the ability of the holders of Common Stock to control, by themselves, the number of authorized shares of Common
Stock issuable by the Company. In fact, our Series M Preferred Stock has sufficient votes to determine the success or failure of any
proposal, including, upon effectiveness of the Approval Proposal, any future change in the number of authorized shares of Common
Stock.
If
all of the shares of Common Stock that could be issued under the Company’s current obligations were issued, the number of shares
may exceed even the 50,000,000,000 shares that would be authorized under the Authorized Stock Proposal. As a result, the Company,
even if the Authorized Stock Proposal becomes effective, may be required to effect a reverse split or further increase the authorized
shares of Common Stock to comply with its obligations under its currently outstanding securities.
The
Company may explore additional financing opportunities or strategic transactions that would require the issuance of additional shares
of Common Stock, but no such plans are currently pending.
The
Proposals would not affect the terms of the outstanding Common Stock or the rights of the holders of the Common Stock. The Company’s
stockholders do not have preemptive rights with respect to our Common Stock. Should the Board of Directors elect to issue additional
shares of Common Stock, existing stockholders would not have any preferential rights to purchase such shares. Therefore, additional issuances
of Common Stock could have a dilutive effect on the earnings per share, voting power and share holdings of current stockholders. In addition,
the issuance of additional Common Stock may cause the market price of our stock to decline. Except pursuant to the exercise or conversion
of the Company’s existing securities, the Company has no current plans to issue any of the additional shares of Common Stock that
will become available as a result of the Proposals.
Anti−takeover Provisions
We
do not intend that the Proposals be utilized as a type of anti−takeover device. However, these actions could, under certain circumstances,
have an anti−takeover effect. For example, in the event of a hostile attempt to acquire control of the Company, we could seek to
impede the attempt by issuing shares of Common Stock, which would effectively dilute the voting power of the other outstanding shares
and increase the potential cost to acquire control of the Company. Further, we could issue additional shares in a manner that would impede
the efforts of stockholders to elect directors other than those nominated by the then current Board of Directors. These potential effects
of an increase in the number of authorized shares could limit the opportunity for the Company stockholders to dispose of their shares
at the higher price generally available in takeover attempts or to elect directors of their choice. The following is a description of
other anti−takeover provisions in our charter documents and other agreements. We have no current plans or proposals to enter into
any other arrangement that could have material anti−takeover consequences.
Any
subsequent issuance of additional Company shares would increase the number of outstanding Company shares and would dilute the percentage
ownership of existing stockholders. An increase in the authorized but unissued number of shares could also have possible anti-takeover
effects. These authorized but unissued Company shares could (within the limits imposed by applicable law): (1) be issued in a transaction
that the stockholders believe to be not desirable; or (2) be issued in one or more transactions that could make a change of control of
the Company more difficult or costly, and therefore more unlikely. The additional authorized Company shares could be used to discourage
persons from attempting to gain control of the Company by diluting the voting power of shares then outstanding or increasing the voting
power of persons that would support the Company’s Board of Directors in a potential takeover situation, including by preventing
or delaying a proposed business combination that is opposed by the Board of Directors although perceived to be desirable by some stockholders.
The Board of Directors is not aware of any effort by a third party to accumulate our securities or obtain control of the Company by means
of a merger, tender offer, solicitation in opposition to management or otherwise nor does the Company’s Board of Directors have
any intention of using additional authorized Company shares to deter a change of control.
Anti-Takeover Effects of Delaware Law
and Our Certificate of Incorporation and Bylaws
Certain
provisions of Delaware law, our Certificate of Incorporation and our Bylaws contain provisions that could have the effect of delaying,
deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, may have the effect
of discouraging coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons
seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection
of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal
to acquire us because negotiation of these proposals could result in an improvement of their terms.
Board Composition and Filling Vacancies
Our
Bylaws provide that any director or the entire Board of Directors may be removed at any time, with or without cause, by the holders of
a majority of the shares then entitled to vote at an election of directors. Directors shall be elected at the annual meeting of the stockholders
and each director elected shall hold office until his successor is elected and qualified; provided, however, that unless otherwise restricted
by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, either with or without cause,
from the Board of Directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat. Vacancies
on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly
created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until the next
annual election of directors and until their successors are duly elected and shall qualify, unless sooner displaced.
Meetings of Stockholders
Our
Certificate of Incorporation and Bylaws provide that only a majority of the members of our Board of Directors then in office may call
special meetings of stockholders and only those matters set forth in the notice of the special meeting may be considered or acted upon
at a special meeting of stockholders. Our Bylaws limit the business that may be conducted at an annual meeting of stockholders to those
matters properly brought before the meeting.
Advance Notice Requirements
Our
Bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election
as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals
must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be
timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary
date of the annual meeting for the preceding year. Our Bylaws specify the requirements as to form and content of all stockholders’
notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting.
Amendment to Bylaws
The
Board of Directors may from time to time make, amend, supplement or repeal the Company’s Bylaws by vote of a majority of the Board
of Directors, and the stockholders may change or amend or repeal these Bylaws by the affirmative vote of the holders of a majority of
the Company’s voting securities. In addition to and not in limitation of the foregoing, the Company’s Bylaws or any of them
may be amended or supplemented in any respect at any time, either: (i) at any meeting of stockholders, provided that any amendment or
supplement proposed to be acted upon at any such meeting shall have been described or referred to in the notice of such meeting; or (ii)
at any meeting of the Board of Directors, provided that any amendment or supplement proposed to be acted upon at any such meeting shall
have been described or referred to in the notice of such meeting or an announcement with respect thereto shall have been made at the
last previous Board of Directors meeting, and provided further that no amendment or supplement adopted by the Board of Directors shall
vary or conflict with any amendment or supplement adopted by the stockholders.
Section 203 of the Delaware General
Corporation Law
We
are subject to the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from
engaging in a “business combination” with an “interested stockholder” for a three-year period following the time
that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. Under Section
203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following
conditions:
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before the
stockholder became interested, our Board of Directors approved either the business combination or the transaction which resulted
in the stockholder becoming an interested stockholder;
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upon consummation
of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least
85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining
the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances,
but not the outstanding voting stock owned by the interested stockholder; or
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at or after
the time the stockholder became interested, the business combination was approved by our Board of Directors and authorized at an
annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which
is not owned by the interested stockholder.
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Section 203 defines
a business combination to include:
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any merger
or consolidation involving the corporation and the interested stockholder;
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any sale,
transfer, lease, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
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subject to
exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested
stockholder;
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subject to
exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any
class or series of the corporation beneficially owned by the interested stockholder; and
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the receipt
by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by
or through the corporation.
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In
general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting
stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
Interest of Certain Persons in Opposition
to Matters to be Acted Upon
No
officer or director has any substantial interest in the Proposals other than in their roles as an officer or director and their ownership
of securities issued by the Company.
Householding
Regulations
regarding the delivery of copies of information statements to stockholders permit us, banks, brokerage firms and other nominees to send
one information statement to multiple stockholders who share the same address under certain circumstances. This practice is known as
“householding.” Stockholders who hold their shares through a bank, broker or other nominee may have consented to reducing
the number of copies of materials delivered to their address. In the event that a stockholder wishes to revoke a “householding”
consent previously provided to a bank, broker or other nominee, the stockholder must contact the bank, broker or other nominee, as applicable,
to revoke such consent. If a stockholder wishes to receive a separate information statement, we will promptly deliver a separate copy
to such stockholder that contacts us by mail at Rennova Health, Inc., 400 South Australian Avenue, 8th Floor, West Palm Beach,
Florida 33401 or by telephone at (561) 855-1626. Any stockholders of record sharing an address who now receive multiple copies of our
annual reports, proxy statements and information statements, and who wish to receive only one copy of these materials per household in
the future should also contact Investor Relations by mail or telephone as instructed above. Any stockholders sharing an address whose
shares of Common Stock, Series F Preferred Stock, Series L Preferred Stock or Series M Preferred Stock are held by a bank, broker or
other nominee who now receive multiple copies of our annual reports, proxy statements and information statements, and who wish to receive
only one copy of these materials per household, should contact the bank, broker or other nominee to request that only one set of these
materials be delivered in the future.
Where You Can Obtain Additional Information
We
are required to file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy
any document we file at the SEC’s public reference rooms at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies
of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for more information on the operation of the public reference rooms. Copies of our SEC filings
are also available to the public from the SEC’s web site at www.sec.gov.
We
will provide, upon request and without charge, to each stockholder receiving this Information Statement a copy of our Annual Report on
Form 10-K for the year ended December 31, 2020, including the financial statements and financial statement schedule information included
therein, as filed with the SEC. You are encouraged to review the Annual Report together with any subsequent information we have filed
or will file with the SEC and other publicly available information. A copy of any public filing is also available, at no charge, by contacting
Rennova Health, Inc., 400 South Australian Avenue, 8th Floor, West Palm Beach, Florida 33401, (561) 855-1626.
Incorporation of Certain Information
by Reference
The
SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information
to you by referring you to those documents. The information we incorporate by reference is an important part of this Information Statement,
and later information that we file with the SEC will automatically update and supersede some of this information. The documents we incorporate
by reference are:
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Annual Report
on Form 10-K for the year ended December 31, 2020, filed with the SEC on April 15, 2021;
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Quarterly
Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on June 14, 2021;
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Quarterly
Report on Form 10-Q for the quarter ended June 30, 2021, filed with the SEC on August 16, 2021;
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Current Report
on Form 8-K/A, filed with the SEC on August 16, 2021;
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Current Reports
on Form 8-K, filed with the SEC on February 5, 2021, April 27, 2021, May 11, 2021, May 24, 2021, June 17, 2021, June 28, 2021, July
1, 2021, July 12, 2021, July 16, 2021, July 19, 2021, August 13, 2021, September 2, 2021 and September 8, 2021; and
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Description
of Common Stock contained in the Company’s Registration Statement on Form S-4 (File No. 333-205733) deemed effective by the
SEC on September 22, 2015.
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We
will provide to each person, including any beneficial owner, to whom an Information Statement is delivered, a copy of any or all of the
reports or documents that have been incorporated by reference into this Information Statement but not delivered with this Information
Statement. We will provide these reports upon written or oral request at no cost to the requester. Please direct your request, either
in writing or by telephone, to the Corporate Secretary, Rennova Health, Inc., 400 South Australian Avenue, 8th Floor, West
Palm Beach, Florida 33401, telephone number (561) 855-1626. We maintain a website at http://www.rennovahealth.com. You may access our
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act, with the SEC free of charge at our website as soon as reasonably practicable
after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through,
our website is not incorporated by reference in, and is not part of this Information Statement.
Stockholder Proposals
Stockholders
who, in accordance with Rule 14a-8 under the Exchange Act, wish to present proposals for inclusion in our proxy statement in connection
with our next annual meeting have to submit their proposals so that they were received by the Company’s Chief Executive Officer
at our principal executive offices, 400 South Australian Avenue, 8th Floor, West Palm Beach, Florida 33401, a reasonable time
before we print and send our proxy materials for the annual meeting. As the rules of the Securities and Exchange Commission make clear,
simply submitting a proposal does not guarantee that it will be included.
For
any proposal that is not submitted for inclusion in our next proxy statement (as described in the preceding paragraph) but is instead
sought to be presented directly at our next annual meeting (including director nominations or other proposals), the proposal must be
submitted to the Company’s Chief Executive Officer at our principal executive offices, 400 South Australian Avenue, 8th
Floor, West Palm Beach, Florida 33401, a reasonable time before we print and send our proxy materials for the annual meeting. Even if
a stockholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent
with the SEC’s proxy rules. In addition, our Bylaws provide that for directors to be nominated or other proposals to be properly
presented at our Annual Meeting, an additional notice of any nomination or proposal must be received by us between 60 and 90 days prior
to the anniversary date of the immediately preceding annual meeting of stockholders. If our Annual Meeting is not held within 30 days
of such anniversary date to be timely, the notice by the stockholder must not be later than the close of business on the tenth day following
the earlier of the day on which the first public announcement of the date of our Annual Meeting was made or the notice of the meeting
was mailed. The public announcement of an adjournment or postponement of the Annual Meeting will not trigger a new time period (or extend
any time period) for the giving of a stockholder notice as described in this Information Statement.
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Rennova Health, Inc.
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By Order of the Board of
Directors
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Date: ______________, 2021
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By:
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Seamus Lagan
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Director, Chief Executive Officer and
President
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EXHIBIT A
FORM
OF
CERTIFICATE
OF AMENDMENT
TO
CERTIFICATE
OF INCORPORATION
OF
RENNOVA
HEALTH, INC.
It is hereby certified
that:
1.
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The name
of the corporation is Rennova Health, Inc. (the “Corporation”), a corporation duly organized and existing under the General
Corporation Law of the State of Delaware (the “DGCL”).
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2.
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The Certificate
of Incorporation of the Corporation, as amended, is hereby amended by deleting Article FOURTH, Paragraph A thereof and inserting
in lieu of said Paragraph the following new Article FOURTH, Paragraph A:
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“The
total number of shares of all classes of capital stock which the Corporation shall have authority to issue is fifty billion five million
(50,005,000,000) shares, comprised of fifty billion (50,000,000,000) shares of Common Stock, par value $.0001 per share, and five million
(5,000,000) shares of Preferred Stock, par value $0.01 per share. The designation, powers, preferences and relative, participating, optional
or other special rights, including voting rights, qualifications, limitations or restrictions of the Preferred Stock shall be established
by resolution of the Board of Directors pursuant to Section 151 of the General Corporation Law of the State of Delaware. The number of
authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares then outstanding)
by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote generally in the
election of directors, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware (or
any successor provision thereto), voting together as a single class, without a separate vote of the holders of the class or classes the
number of authorized shares of which are being increased or decreased unless a vote by any holders of one or more series of Preferred
Stock is required by the express terms of any series of Preferred Stock pursuant to the terms thereof.”
3.
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The amendment
of the Certificate of Incorporation herein certified has been duly adopted by the Board of Directors and the stockholders of the
Corporation in accordance with the provisions of Section 242 of the DGCL.
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IN WITNESS WHEREOF, the Corporation
has caused this Certificate of Amendment to Certificate of Incorporation to be executed by its duly authorized officer this ____ day
of __________, 2021.
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RENNOVA HEALTH, INC.
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By:
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Name:
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Seamus Lagan
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Title:
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Chief Executive Officer and President
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Rennova Health (CE) (USOTC:RNVA)
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