Current Report Filing (8-k)
October 04 2021 - 04:31PM
Edgar (US Regulatory)
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2021-09-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
September 30, 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 September
30, 2021, Rennova Health, Inc. (the “Company”) completed the second
closing of 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 September 7, 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 1,100 shares of Series
O Preferred Stock. The first closing for 550 shares of Series O
Preferred Stock occurred on September 8, 2021. The Company received
proceeds of $500,000 for the second closing and issued an
additional 550 shares. The Purchase Agreement restricted the
Company’s use of any proceeds of the issuances of the Series O
Preferred Stock, including to payroll and legal and accounting
expenses.
The shares
of Series O Preferred Stock were issued in the second 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.
Item 8.01
Other Events.
As a
result of conversions of shares of the Company’s preferred stock,
the Company had 5,296,350,000 shares
of common stock issued and outstanding as of October 1,
2021.
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 4, 2021 |
RENNOVA
HEALTH, INC. |
|
|
|
|
By: |
/s/
Seamus Lagan |
|
|
Seamus Lagan |
|
|
Chief Executive
Officer |
|
|
(principal executive
officer) |
Rennova Health (PK) (USOTC:RNVA)
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