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
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RENNOVA HEALTH, INC.
(Name of Registrant as Specified In Its Charter)
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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 |
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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- |
(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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- |
(3) |
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- |
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Christopher
E. Diamantis |
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95,450,000 |
(4) |
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51.24 |
% |
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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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Sabby
Volatility Warrant Master Fund, Ltd. (5) |
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20,464,761 |
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9.99 |
% |
(1) |
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. |
(2) |
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) |
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) |
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) |
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. |
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. |
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. |
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;
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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. |
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 |
By: |
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Seamus Lagan |
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Director, Chief Executive Officer and President |
EXHIBIT A
FORM OF
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
RENNOVA HEALTH, INC.
It is hereby certified that:
1. |
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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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: |
“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. |
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. |
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: |
Seamus Lagan |
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Title: |
Chief Executive Officer and President |
Rennova Health (PK) (USOTC:RNVA)
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