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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):
November 5, 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 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 November
7, 2021, Rennova Health, Inc. (the “Company”) entered into Exchange
and Amendment Agreements (the “Exchange Agreements”) with certain
institutional investors in the Company. In the Agreements, the
investors agreed to reduce their holdings of the Company’s
indebtedness by approximately $7.1 million (including accrued
interest and penalties) by exchanging the indebtedness for 8,545
shares of the Company’s newly-authorized Series P Convertible
Redeemable Preferred Stock (the “Series P Preferred Stock”). The
terms of the Series P Preferred Stock are set forth below.
Christopher Diamantis, a former director of the Company, is also a
party to the Agreements as he was a guarantor of a portion of the
indebtedness that was exchanged. After the exchange, the investors
continue to own approximately $11.5 million (including accrued
interest and penalties) of convertible indebtedness of the Company.
In addition, pursuant to the Agreements, the expiration dates of
the Series A, Series B and Series C Warrants that were issued by
the Company to the investors in March 2017 were extended from March
21, 2022 to March 21, 2024.
The shares
of Series P Preferred Stock were issued in reliance on the
exemption from registration contained in Section 3(a)(9) of the
Securities Act of 1933, as amended.
The forgoing
description of the Agreements does not purport to be complete and
is qualified by reference to the Agreements, 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
3.03. Material Modification to Rights of Security
Holders.
The
information set forth in Item 1.01 is incorporated herein by
reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On November
5, 2021, the Company filed a Certificate of Designation with the
Secretary of State of the State of Delaware to authorize the
issuance of up to 30,000 shares of Series P Preferred Stock. The
following is a summary of certain terms of the Series P Preferred
Stock.
General. The
Company’s Board of Directors has designated 30,000 shares of the
5,000,000 authorized shares of preferred stock as the Series P
Preferred Stock. Each share of the Series P Preferred Stock has a
stated value of $1,000.
Voting
Rights. Except as provided below or by law, the Series P
Preferred Stock shall have no voting rights. However, as long as
any shares of Series P Preferred Stock are outstanding, the Company
shall not, without the affirmative vote of the holders of a
majority of the then outstanding shares of the Series P Preferred
Stock, (a) alter or change adversely the powers, preferences or
rights given to the Series P Preferred Stock or alter or amend the
Certificate of Designation, (b) amend its certificate of
incorporation or other charter documents in any manner that
adversely affects any rights of the holders, (c) increase the
number of authorized shares of the Series P Preferred Stock, or (d)
enter into any agreement with respect to any of the
foregoing.
Dividends.
Dividends at the rate per annum of 10% of the stated value per
share shall accrue on each outstanding share of Series P Preferred
Stock from and after the date of the original issuance of such
share of Series P Preferred Stock (the “Preferred Accruing
Dividends”). The Preferred Accruing Dividends shall accrue from day
to day, whether or not declared, and shall be cumulative and
non-compounding; provided, however, that such Preferred
Accruing Dividends shall be payable only when, as, and if declared
by the Board of Directors. No cash dividends shall be paid on the
common stock unless the Preferred Accruing Dividends are
paid.
Rank.
The Series P Preferred Stock ranks with respect to dividends or a
liquidation, (i) on parity with the common stock, the Company’s
Series H Convertible Preferred Stock, the Company’s Series L
Convertible Preferred Stock, the Company’s Series M Convertible
Redeemable Preferred Stock, the Company’s Series N Convertible
Redeemable Preferred Stock, and the Company’s Series O Convertible
Redeemable Preferred Stock, (ii) senior to the Company’s Series F
Convertible Preferred Stock, and (iii) junior to any other class or
series of preferred stock of the Company afterwards created and
ranking by its terms senior to the Series P Preferred
Stock.
Conversion. Each
share of the Series P Preferred Stock is convertible into shares of
the Company’s common stock, at any time and from time to time, at
the option of the holder, into that number of shares of common
stock determined by dividing the stated value of such share of
Series P Preferred Stock, plus any accrued declared and unpaid
dividends, by the conversion price. The conversion price is equal
to 90% of the lowest VWAP during the 10 trading days immediately
prior to the conversion date. Holders of the Series P Preferred
Stock are prohibited from converting Series P Preferred Stock into
shares of common stock if, as a result of such conversion, the
holder, together with its affiliates, would own more than 9.99% of
the total number of shares of common stock then issued and
outstanding. However, any holder may increase or decrease such
percentage to any other percentage not in excess of 9.99%, provided
that any increase in such percentage shall not be effective until
61 days after notice to the Company.
Liquidation
Preference. Upon any liquidation, dissolution or winding up of
the Company, the holders of the Series P Preferred Stock shall be
entitled to receive an amount equal to the stated value of the
Series P Preferred Stock, plus any accrued declared and unpaid
dividends thereon and any other fees or liquidated damages then due
and owing thereon, for each share of the Series P Preferred Stock
before any distribution or payment shall be made on any junior
securities.
Redemption. At
any time the Company shall have the right to redeem all, or any
part, of the Series P Preferred Stock then outstanding. The Series
P Preferred Stock subject to redemption shall be redeemed by the
Company in cash in an amount equal to the stated value of the
shares of the Series P Preferred Stock being redeemed plus all
accrued declared and unpaid dividends.
The
foregoing description of the Series P Preferred Stock does not
purport to be complete and is qualified by reference to the
Certificate of Designation of the Series P Preferred Stock, a copy
of which is filed as Exhibit 3.28 to this Current Report on Form
8-K and is incorporated herein by reference.
On November
5, 2021, the Company filed an Amendment to its Certificate of
Incorporation (“the Amendment”). As previously announced in its
Information Statement, dated October 7, 2021, the Company’s Board
of Directors and stockholders had approved two
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.
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.
As a
result of the filing of the Amendment, these two proposals are now
in effect.
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:
November 8, 2021 |
RENNOVA
HEALTH, INC. |
|
|
|
|
By: |
/s/
Seamus Lagan |
|
|
Seamus
Lagan |
|
|
Chief
Executive Officer |
|
|
(principal
executive officer) |
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