Current Report Filing (8-k)
April 07 2022 - 04:46PM
Edgar (US Regulatory)
0000931059 false 0000931059 2022-04-01
2022-04-01 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):
April 1, 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 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
April 1, 2022, Rennova Health, Inc. (the “Company”) completed the
second closing of its offering of shares of Series P Convertible
Redeemable Preferred Stock (the “Series P Preferred Stock”). The
offering was pursuant to the terms of the previously-announced
Securities Purchase Agreement, dated as of January 31, 2022 (the
“Purchase Agreement”), between the Company and certain existing
institutional investors of the Company.
The
Purchase Agreement provided for the issuance of up to 1,650 shares
of Series P Preferred Stock. The first closing for 1,100 shares of
Series P Preferred Stock occurred on March 11, 2022. The Company
received proceeds of $500,000 in the second closing and issued an
additional 550 shares. The Purchase Agreement restricted the
Company’s use of the proceeds of the issuances of Series P
Preferred Stock in the offering.
The
shares of Series P Preferred Stock were 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.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit |
|
|
Number |
|
Description |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
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:
April 7, 2022 |
RENNOVA
HEALTH, INC. |
|
|
|
|
By: |
/s/
Seamus Lagan |
|
|
Seamus
Lagan |
|
|
Chief
Executive Officer |
|
|
(principal
executive officer) |
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