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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
25, 2023
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
S. Australian Avenue, Suite 800, 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
October 25, 2023, Rennova Health, Inc. (the “Company”)
entered into an Amendment and Waiver Agreement (the “Agreement”) with the holders of its Senior Secured Original Issue Discount
Convertible Debentures due March 21, 2019 (the “March 2019 Debentures”) and its Senior Secured Original Issue Discount Convertible
Debentures due September 19, 2019 (collectively with the March 2019 Debentures, the “Debentures”). As of June 30, 2023, there
were outstanding $8,222,240 principal amount of Debentures (including mandatory default amounts, if any) and $6,192,700 in accrued interest.
Under the Agreement, all defaults under the Debentures were waived and the maturity date of the Debentures was extended to December 31,
2025. Certain other amendments were also made in the terms of the Debentures. As a result of the Agreement, the Company does not
expect to recognize default interest in future periods, subject to remaining in compliance with covenants and other obligations.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the 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
9.01. Financial Statements and 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 31, 2023 |
RENNOVA
HEALTH, INC. |
| |
|
|
| |
By: |
/s/
Seamus Lagan |
| |
|
Seamus
Lagan |
| |
|
Chief
Executive Officer |
| |
|
(principal
executive officer) |
Exhibit
10.1
FORM
OF
AMENDMENT
AND WAIVER AGREEMENT
This
Amendment and Waiver Agreement, dated as of October 25, 2023 (this “Agreement”), is among Rennova Health, Inc., a Delaware
corporation (“Rennova”), Sabby Healthcare Master Fund, Ltd. (“Sabby Healthcare”) and Sabby Volatility Warrant
Master Fund, Ltd. (“Sabby Volatility”).
WHEREAS,
Rennova, Sabby Healthcare and Sabby Volatility are parties to the Securities Purchase Agreement, dated as of March 15, 2017 (the “March
2017 Purchase Agreement”);
WHEREAS,
Rennova, Sabby Healthcare, and Sabby Volatility are parties to the Exchange Agreement, dated as of March 15, 2017 (the “Exchange
Agreement”);
WHEREAS,
Rennova, Sabby Healthcare and Sabby Volatility are parties to the Securities Purchase Agreement, dated as of August 31, 2017 (the “August
2017 Purchase Agreement”);
WHEREAS,
Rennova, Sabby Healthcare and Sabby Volatility are parties to the Additional Issuance Agreement., dated as of July 16, 2018 (the “Additional
Issuance Agreement” and, collectively with the March 2017 Purchase Agreement, the Exchange Agreement, and the August 2017 Purchase
Agreement, the “Debenture Agreements”);
WHEREAS,
pursuant to the Exchange Agreement, Rennova issued Senior Secured Original Issue Discount Convertible Debentures due March 21, 2019 (the
“March 2019 Debentures”) on March 21, 2017;
WHEREAS,
pursuant to the Additional Issuance Agreement, Rennova issued Senior Secured Original Issue Discount Convertible Debentures due September
19, 2019 (the “September 2019 Debentures” and, collectively with the March 2019 Debentures, the “Debentures”),
on July 16, 2018, August 2, 2018 and November 8, 2018;
WHEREAS,
the principal amounts of the Debentures outstanding as of the date hereof owned by Sabby Healthcare and Sabby Volatility and the amount
of accrued interest owed as of September 30, 2023, on such Debentures are set as set forth on Exhibit A hereto;
WHEREAS,
all defined terms not otherwise defined herein shall have the meanings given them in the Debenture Agreements; and
WHEREAS,
Rennova, Sabby Healthcare, and Sabby Volatility desire to make the amendments and provide for the waivers as specified herein.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
Recitals. The forgoing recitals are true and correct, are incorporated into this Agreement and are binding on the parties.
2.
Maturity Date. The Maturity Date (as defined in the Debentures) is hereby amended from March 21, 2019 or September 19, 2019, as
the case may be, to December 31, 2025.
3.
Additional Mortgage. Section 6 of the Additional Issuance Agreement is amended to provide that Rennova will cause the filing of
a first mortgage or deed of trust lien on the real estate included in the Jamestown asset acquisition at the Purchaser’s request.
4.
Permitted Indebtedness. The definition of Permitted Indebtedness in the Debentures is hereby amended by adding the following at
the end of the provision:
“;
(e) the indebtedness set forth in the financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2023; and (f) any indebtedness incurred in connection with liabilities set forth in the financial statements included
in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.”
5.
Permitted Liens. The definition of Permitted Liens in the Debentures is hereby amended by adding the following at the end of the
provision:
“;
and (g) Liens in effect on October 25, 2023.”
6.
Trading Market. The definition of Trading Market in the Debentures is hereby amended by adding the words “or OTC Pink”
immediately after the word “OTCQX”.
7.
Amortization. Section 6 of the Debentures is hereby deleted in its entirety.
8.
Negative Covenants.
(a)
The initial wording of Section 7(e) of the Debentures is hereby amended to read as follows:
“repay,
repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness (other than any Indebtedness set forth in the financial
statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023,”
(b)
The initial wording of Section 7(g) of the Debentures is hereby amended to read as follows:
“enter
into any transaction with any Affiliate of the Company (other than InnovaQor, Inc.),”
9.
Events of Default.
(a)
The last sentence of Section 8(a)(iii) of the Debentures is hereby deleted in its entirety and the following is hereby added at the end
of the first sentence:
“,
other than any defaults or events of default that may exist on the date hereof.”
(b)
Section 8(a)(vi) of the Debentures is hereby amended by adding the following at the beginning thereof:
“other
than any defaults that may exist on the date hereof,”
(c)
Section 8(a)(xiv) of the Debentures is hereby amended by adding the following at the beginning thereof:
“other
than any judgment, writ or similar final process that may have been entered or filed on the date hereof,”
10.
Change of Control Transaction. The definition of Change of Control Transaction in the Debentures is amended by adding the following
words at the end of clause (a):
“,
other than as a result of the ownership, or right to vote, of the Company’s Series M Convertible Preferred Stock by Seamus Lagan
or Christopher Diamantis or any of their affiliates”
11.
Participation in Future Financing. Section 4.12 of the March 2017 Purchase Agreement and the August 2017 Purchase Agreement is
hereby deleted in its entirety.
12.
Subsequent Equity Sales. Section 4.13 of the March 2017 Purchase Agreement and the August 2017 Purchase Agreement is hereby deleted
in its entirety.
13.
Survival of Covenants. Section 5.5 of the Exchange Agreement is hereby deleted in its entirely.
14.
Waiver. Each of Sabby Healthcare and Sabby Volatility waives any breach, default or Event of Default that may have arisen or occurred
(or any event which may have constituted a breach, default or Event of Default) under any of the Debenture Agreements or under any agreement
entered into in connection with any of the Debenture Agreements through the date hereof.
15.
Ownership of Debentures. Sabby Healthcare and Sabby Volatility jointly and severally represent and warrant (i) that they own and
hold, beneficially and of record, the entire right, title, and interest in and to the Debentures, and (ii) that they own sufficient Debentures
and Warrants as may be required to amend the Debenture Agreements and grant the waiver as provided in this Agreement.
16.
Miscellaneous.
(a)
This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings,
oral or written, with respect to such matter.
(b)
Except as amended and provided herein, the Debenture Agreements remain in full force and effect.
(c)
The headings herein are for convenience only, do not constitute a part of this Agreement and should not be deemed to limit or affect
any of the provisions hereof.
(d)
Each party hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by all necessary action
and that it constitutes the valid and binding obligation of such party, enforceable against it in accordance with its terms.
(e)
This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto.
(f)
This Agreement may be executed in any number of counterparts, all of which when taken together shall be considered one and the same agreement.
In the event that any signature is delivered by facsimile transmission or by email delivery of a “PDF” format data file,
such signatures shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such facsimile or “PDF” signature page were an original thereof.
(g)
This Agreement shall be governed by, and all questions concerning the construction, enforcement and interpretation hereof shall be determined
in accordance with the provisions of the Debenture Agreements.
[Signatures
on following page]
IN
WITNESS WHEREOF, this Agreement has been executed and delivered as of the 25th day of October, 2023
| |
SABBY
HEALTHCARE MASTER FUND, LTD. |
| |
|
|
| |
By: |
|
| |
|
|
| |
SABBY
VOLATILITY WARRANT MASTER FUND, LTD. |
| |
|
|
| |
By: |
|
| |
|
|
| |
RENNOVA
HEALTH, INC. |
| |
|
|
| |
By: |
|
EXHIBIT
A
| | |
Debenture Balance i | | |
Accrued Interest | |
| | |
| | |
| |
| March 2017 Exchange Debenture | |
$ | 2,580,240 | | |
$ | 2,099,854 | |
| | |
| | | |
| | |
| July 16, 2018 Debentures | |
$ | 1,612,000 | | |
$ | 1,169,385 | |
| | |
| | | |
| | |
| August 2, 2018 Debentures | |
$ | 806,000 | | |
$ | 584,691 | |
| | |
| | | |
| | |
| September 6, 2018 Debentures | |
$ | 1,612,000 | | |
$ | 1,169,385 | |
| | |
| | | |
| | |
| November 8, 2018 Debentures | |
$ | 1,612,000 | | |
$ | 1,169,385 | |
| | |
| | | |
| | |
| TOTAL: | |
$ | 8,222,240 | | |
$ | 6,192,700 | |
i
Includes Mandatory Default Amounts, if any
Exhibit 99.1
RENNOVA
HEALTH, INC. ANNOUNCES SIGNIFICANT DEBT RESTRUCTURING
WEST
PALM BEACH, Fla. (October 25, 2023) – Rennova Health, Inc. (OTC: RNVA) is pleased to announce a significant debt restructuring
with its primary institutional investors. The restructuring extends the maturity date of approximately $8.2 million of secured debt to
December 31, 2025, waives historical events of default and removes and/or modifies certain events of default and definitions. In addition,
the Company does not expect to recognize default interest in future periods subject to remaining in compliance with covenants and other
obligations.
“We
are pleased in the confidence our primary institutional investors have in our Company and its recent achievements,” commented Seamus
Lagan, Chief Executive Officer of Rennova. “The debt restructuring improves our balance sheet and will save approximately $1.5
million in interest expense annually. In addition, we are in discussions about other potential modifications to debt and other securities
in the hope we can secure additional amendments that further improve our overall financial position.”
About
Rennova Health, Inc.
Rennova
Health, Inc. (“Rennova,” the “Company,” “we”, “us”, “its” or “our”)
is a provider of health care services. The Company owns one operating hospital in Oneida, Tennessee known as Big South Fork Medical Center,
a hospital located in Jamestown, Tennessee that it plans to reopen, and a rural clinic in Kentucky. In addition, the Company’s
Myrtle Recovery Centers, Inc. subsidiary operates an alcohol and substance facility on the campus of its Big South Fork Medical Center.
For more information, please visit www.rennovahealth.com.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations and, consequently, you should not rely
on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements
involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Additional
information concerning these and other risk factors are contained in the Company’s most recent filings with the Securities and
Exchange Commission. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as
of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on
which any such statement is based, except as required by law.
Contact:
Rennova
Health, Inc.
561-855-1626
info@rennovahealth.com
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