Current Report Filing (8-k)
August 13 2021 - 05:23PM
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): August 10,
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, 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 August 10, 2021, Rennova Health, Inc. (the “Company”) completed
the fourth and last closing in its offering of shares of Series O
Convertible Redeemable Preferred Stock (the “Series O Preferred
Stock”). The offering was 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 provided 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, the second closing
occurred on May 18, 2021 and the third closing occurred on July 12,
2021. The Company received proceeds of $1,000,000 for the fourth
closing. The Purchase Agreement restricted 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 fourth
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:
August 13, 2021 |
RENNOVA
HEALTH, INC. |
|
|
|
|
By: |
/s/
Seamus Lagan |
|
|
Seamus
Lagan |
|
|
Chief
Executive Officer |
|
|
(principal
executive officer) |
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