Current Report Filing (8-k)
December 17 2021 - 05:16PM
Edgar (US Regulatory)
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2021-12-15 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):
December 15, 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
5.07. Submission of Matters to a Vote of Security
Holders
On December
15, 2021, Seamus Lagan, Chief Executive Officer, President and
Interim Chief Financial Officer of Rennova Health, Inc. (the
“Company”), and Alcimede LLC, of which Mr. Lagan is the sole
manager, collectively the holders of 250,000 shares of Series L
Convertible Preferred Stock and an irrevocable proxy to vote all of
the outstanding shares of Series M Redeemable Convertible Preferred
Stock, all of which votes with the common stock, par value $0.0001
per share (the “Common Stock”), and the Series F Convertible
Preferred Stock (the “Series F Preferred Stock”), representing
approximately 53.8% of the total voting power of the Company’s
voting securities, approved by written consent in lieu of a special
meeting of stockholders two proposals, each of which had been
previously approved and recommended to be approved by the
stockholders by the Board of Directors of the Company.
Proposal
1: To increase the authorized shares of Common Stock of the
Company from 50 billion shares to 250 billion shares.
Proposal
2: To approve an amendment to our Certificate of Incorporation,
as amended, to effect a reverse stock split of all of the
outstanding shares of our Common Stock, at a specific ratio from
1-for-2,000 to 1-for-10,000, and grant authorization to our Board
of Directors to determine, in its discretion, the specific ratio
and timing of the reverse split any time before December 31, 2022,
subject to the Board of Directors’ discretion to abandon such
amendment.
The
stockholder approval of the above proposals will not be effective
until 20 days after an information statement that has been filed
with the Securities and Exchange Commission is mailed to the
holders of the Common Stock and Series F Preferred
Stock.
Item
8.01. Other Events
As a result
of conversions of shares of the Company’s preferred stock, the
Company had 41,316,999,999 shares of Common Stock issued and
outstanding as of December 15, 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: December 17,
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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