Current Report Filing (8-k)
February 01 2022 - 08:31AM
Edgar (US Regulatory)
0000931059 false 0000931059 2022-01-31
2022-01-31 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):
January 31, 2022
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 January 31, 2022, Rennova Health, Inc. (the “Company”) entered
into the Securities Purchase Agreement, dated as of January 31,
2022 (the “Purchase Agreement”), among the Company and certain
existing institutional investors of the Company. The Purchase
Agreement provides for the issuance of up to 1,650 shares of Series
P Convertible Redeemable Preferred Stock (the “Series P Preferred
Stock”) at two closings, the first of 1,100 shares and the second
of 550 shares. If all such shares of Series P Preferred Stock are
issued, the Company will receive proceeds of $1,500,000.
As previously described in its Information Statement that has been
mailed to the Company’ stockholders, the Board of Directors and
stockholders of the Company have approved a proposal to amend the
Company’s Certificate of Incorporation, as amended, to effect a
reverse split of all of the outstanding shares of common stock, at
a specific ratio from 1-for-2,000 to 1-for-10,000, and to grant
authorization to the 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 Purchase Agreement
provides that the first closing will occur on the date that the
reverse split becomes effective. At the first closing, the Company
will issue 1,100 shares of Series P Preferred Stock and receive
proceeds of $1,000,000. The second closing will occur on March 1,
2022, provided that the first closing has occurred prior to that
date. If the second closing occurs, the Company will issue 550
shares of Series P Preferred Stock and receive proceeds of
$500,000. Both closings are subject to the Company’s satisfaction
of certain additional conditions. There can be no guarantee that
either closing will take place. In addition, the Purchase Agreement
restricts the Company’s use of any proceeds of issuances of the
Series P Preferred Stock.
Any shares of Series P Preferred Stock that may be issued under the
Purchase Agreement 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 P Preferred Stock were set forth in the
Company’s Current Report on Form 8-K filed on November 8, 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 44,272,000,000 shares of common
stock issued and outstanding. The Company is currently authorized
to issue 50,000,000,000 shares of common stock. As also described
in the Company’s Information Statement, the Board of Directors and
the stockholders of the Company have approved a proposal to amend
the Company’s Certificate of Incorporation, as amended, to increase
the number of authorized shares of common stock from 50,000,000,000
to 250,000,000,000. Until the effectiveness of a reverse split
and/or an increase in the authorized shares, the Company is limited
in its ability to issue additional shares of common stock.
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:
February 1, 2022 |
RENNOVA
HEALTH, INC. |
|
|
|
|
By: |
/s/
Seamus Lagan |
|
|
Seamus
Lagan |
|
|
Chief
Executive Officer |
|
|
(principal
executive officer) |
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