Current Report Filing (8-k)
October 28 2021 - 09:10AM
Edgar (US Regulatory)
0000931059 false 0000931059 2021-10-28
2021-10-28 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):
October 28, 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,
8th Floor,
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
28, 2021, Rennova Health, Inc. (the “Company”) entered into the
Securities Purchase Agreement, dated as of October 28, 2021 (the
“Purchase Agreement”), among the Company and certain existing
institutional investors of the Company. The Purchase Agreement
provides for the issuance of up to 4,400 shares of Series O
Convertible Redeemable Preferred Stock (the “Series O Preferred
Stock”) at two closings of 2,200 shares each. If all such shares of
Series O Preferred Stock are issued, the Company will receive
proceeds of $4,000,000.
The first
closing will occur on October 28, 2021. The Company will issue
2,200 shares of Series O Preferred Stock and receive proceeds of
$2,000,000. The second closing is expected to occur on or before
December 1, 2021. The subsequent closing depends upon the Company’s
satisfaction of certain conditions. There can be no assurance that
the Company will satisfy all or any of these conditions or that the
additional closing will take place. In addition, the Purchase
Agreement restricts 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 will be issued 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.
The terms of
the Series O Preferred Stock were set forth in the Company’s
Current Report on Form 8-K filed on May 11, 2021.
The
foregoing description of the Purchase Agreement does not purport to
be complete and is qualified by reference to the Purchase
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
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 currently has 10,000,000,000 shares of common stock issued
and outstanding. The Company, therefore, has issued all of its
authorized common stock. It cannot issue additional shares of
common stock until it amends its Certificate of Incorporation to
increase its authorized common stock. As previously announced in
its Information Statement, dated October 7, 2021, the Company
expects to file such an amendment to increase its authorized common
stock to 50,000,000,000 shares on or about November 5,
2021.
Item
9.01. Financial Statements and Exhibits.
(d)
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 28,
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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