UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 7)*
Rennova
Health, Inc.
(Name
of Issuer)
Common
Stock, $.0001 par value
(Title
of Class of Securities)
759757
88 3
(CUSIP
Number)
Seamus
Lagan
931
Village Boulevard, Suite 905
West
Palm Beach, FL 33409
(561)
855-1626
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December
23, 2019
(Date
of Event which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
[ ].
Note:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosure provided in a prior cover
page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP
No. 759757 88 3 |
13D |
Page
2 of 10 |
1. |
Names
of Reporting Persons
Seamus
Lagan
|
2. |
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3. |
SEC
Use Only
|
4. |
Source
of Funds (See Instructions)
OO
|
5. |
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
|
6. |
Citizenship
Or Place Of Organization
Ireland
|
Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
7. |
Sole
Voting Power
11
|
8. |
Shared
Voting Power
-0-
|
9. |
Sole
Dispositive Power
11
|
10. |
Shared
Dispositive Power
-0-
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
11
|
12. |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
|
13. |
Percent
of Class Represented by Amount in Row (11)
0.0%
|
14. |
Type
of Reporting Person
IN
|
CUSIP
No. 759757 88 3 |
13D |
Page
3 of 10 |
1. |
Names
of Reporting Persons
Alcimede
LLC
|
2. |
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3. |
SEC
Use Only
|
4. |
Source
of Funds (See Instructions)
OO
|
5. |
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
|
6. |
Citizenship
Or Place Of Organization
Delaware
|
Number
Of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
7. |
Sole
Voting Power
-0-
|
8. |
Shared
Voting Power
-0-
|
9. |
Sole
Dispositive Power
-0-
|
10. |
Shared
Dispositive Power
-0-
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
-0-
|
12. |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
|
13. |
Percent
of Class Represented by Amount in Row (11)
0.0%
|
14. |
Type
of Reporting Person
OO
|
CUSIP
No. 759757 88 3 |
13D |
Page
4 of 10 |
1. |
Names
of Reporting Persons
Epizon
Ltd.
|
2. |
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3. |
SEC
Use Only
|
4. |
Source
of Funds (See Instructions)
OO
|
5. |
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
|
6. |
Citizenship
Or Place Of Organization
Commonwealth
of the Bahamas
|
Number
Of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
|
7. |
Sole
Voting Power
-0-
|
8. |
Shared
Voting Power
-0-
|
9. |
Sole
Dispositive Power
-0-
|
10. |
Shared
Dispositive Power
-0-
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
-0-
|
12. |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
|
13. |
Percent
of Class Represented by Amount in Row (11)
0.0%
|
14. |
Type
of Reporting Person
OO
|
CUSIP
No. 759757 88 3 |
13D |
Page
5 of 10 |
1. |
Names
of Reporting Persons
P.
Wilhelm F. Toothe, Trustee of The Shanoven Trust
|
2. |
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3. |
SEC
Use Only
|
4. |
Source
of Funds (See Instructions)
OO
|
5. |
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
|
6. |
Citizenship
Or Place Of Organization
Commonwealth
of the Bahamas
|
Number
Of
Shares Beneficially Owned
By
Each
Reporting
Person
With |
7. |
Sole
Voting Power
-0-
|
8. |
Shared
Voting Power
-0-
|
9. |
Sole
Dispositive Power
-0-
|
10. |
Shared
Dispositive Power
-0-
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
-0-
|
12. |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
|
13. |
Percent
of Class Represented by Amount in Row (11)
0.0%
|
14. |
Type
of Reporting Person
OO
|
CUSIP
No. 759757 88 3 |
13D |
Page
6 of 10 |
1. |
Names
of Reporting Persons
The
Shanoven Trust
|
2. |
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
|
3. |
SEC
Use Only
|
4. |
Source
of Funds (See Instructions)
OO
|
5. |
Check
Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
|
6. |
Citizenship
Or Place Of Organization
Commonwealth
of the Bahamas
|
Number Of Shares
Beneficially Owned
By Each Reporting
Person
With
|
7. |
Sole
Voting Power
-0-
|
8. |
Shared
Voting Power
-0-
|
9. |
Sole
Dispositive Power
-0-
|
10. |
Shared
Dispositive Power
-0-
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
-0-
|
12. |
Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
|
13. |
Percent
of Class Represented by Amount in Row (11)
0.0%
|
14. |
Type
of Reporting Person
OO
|
CUSIP
No. 759757 88 3 |
13D |
Page
7 of 10 |
Item
1. |
Security
and Issuer |
This
Amendment No. 7 to Schedule 13D amends the Statement on Schedule
13D, dated November 2, 2015, as previously amended by Amendments
No. 1, No. 2, No. 3, No. 4, No. 5 and No. 6 to Schedule 13D, with
respect to the Common Stock, $0.0001 par value per share (the
“Shares”), of Rennova Health, Inc., a Delaware corporation (the
“Issuer”), filed by: Seamus Lagan; Alcimede LLC, a Delaware limited
liability company (“Alcimede”); Epizon Ltd. (“Epizon”), a Bahamian
international business corporation, which is wholly-owned by The
Shanoven Trust, of which P. Wilhelm F. Toothe serves as the
trustee; P. Wilhelm F. Toothe, as trustee of The Shanoven Trust;
and The Shanoven Trust. Except as expressly amended below, Schedule
13D, dated November 2, 2015, as previously amended, remains in
effect. All share numbers stated herein prior to July 31, 2020 do
not reflect the 1-for-10,000 reverse stock split of the Shares that
was effective at 5:00 p.m., Eastern time, on July 31,
2020.
Item
3. |
Source
and Amount of Funds or Other Consideration |
Item
3 is hereby amended, and this Amendment No. 7 to Schedule 13D is
being filed, to include the following:
(i)
the exchange on December 23, 2019 by Alcimede of the 250,000 shares
of the Issuer’s Series J Convertible Preferred Stock owned by
Alcimede for 250,000 shares of the Issuer’s Series K Convertible
Preferred Stock (the “Series K Preferred Stock”). Alcimede owned
all of the Series K Preferred Stock. Each share of Series K
Preferred Stock was convertible at any time at the option of the
holder, into that number of Shares determined by dividing the
stated value (which was $1.00 per share) of such share of Series K
Preferred Stock, plus all accrued and unpaid dividends thereon, by
the conversion price. The conversion price was equal to the average
closing price of the Shares on the 10 trading days immediately
prior to the conversion date. As of December 23, 2019, the shares
of Series K Preferred Stock owned by Alcimede were convertible into
2,500,000,000 Shares.
Each
holder of the Series K Preferred Stock was entitled to vote on all
matters submitted to a vote of the holder of the Shares. Each share
of Series K Preferred Stock was entitled to the whole number of
votes equal to the number of Shares into which it was then
convertible. The Series K Preferred Stock could vote with the
Shares as if they were a single class of securities.
(ii)
the exchange on May 5, 2020 by Alcimede of the 250,000 shares of
Series K Preferred Stock owned by Alcimede for 250,000 shares of
the Issuer’s Series L Convertible Preferred Stock (the “Series L
Preferred Stock”). Alcimede owns all of the Series L Preferred
Stock. The shares of Series L Preferred Stock are not convertible
into Shares prior to December 1, 2020. From and after December 1,
2020, each share of Series L Preferred Stock is convertible, at the
option of the holder, into that number of Shares determined by
dividing the stated value (which is $1.00 per share) of such share
of Series L Preferred Stock by the conversion price. The conversion
price is equal to the average closing price of the Shares on the 10
trading days immediately prior to the conversion date.
Each
holder of the Series L Preferred Stock is entitled to vote on all
matters submitted to a vote of the holders of the Shares. Each
share of Series L Preferred Stock shall be entitled to the whole
number of votes equal to the number of Shares into which it is then
convertible (or would be convertible, if prior to December 1,
2020). The Series L Preferred Stock shall vote with the Shares as
if they were a single class of securities. As of May 5, 2020, the
shares of Series L Preferred Stock were entitled to an aggregate of
2,500,000,000 votes.
(iii)
the 1-for-10,000 reverse stock split of the Shares effective at
5:00 p.m., Eastern time, on July 31, 2020. As a result of the
reverse stock split, every 10,000 Shares of pre-split stock were
combined and reclassified into one Share. Stockholders who would
have otherwise held a fractional Share received a cash payment in
respect of such fraction of a Share. All outstanding preferred
shares, stock options, warrants and equity incentive plans
immediately prior to the reverse split generally were appropriately
adjusted by dividing the number of Shares into which the preferred
shares, stock options, warrants and equity incentive plans were
exercisable or convertible by 10,000 and multiplying the exercise
or conversion price by 10,000 as a result of the reverse
split.
CUSIP
No. 759757 88 3 |
13D |
Page
8 of 10 |
(iv)
the Voting Agreement and Irrevocable Proxy, entered into as of
August 13, 2020 (the “Voting Agreement”), among the Issuer, Mr.
Lagan, Alcimede and Christopher Diamantis, pursuant to which Mr.
Diamantis granted an irrevocable proxy to Mr. Lagan to vote the
Series M Convertible Preferred Stock (the “Series M Preferred
Stock”) owned by Mr. Diamantis. Mr. Diamantis has retained all
other rights under the Series M Preferred Stock.
Each
holder of the Series M Preferred Stock shall be entitled to vote on
all matters submitted to a vote of the holders of the Shares.
Regardless of the number of shares of Series M Preferred Stock
outstanding and so long as at least one share of Series M Preferred
Stock is outstanding, the outstanding shares of Series M Preferred
Stock shall have the number of votes, in the aggregate, equal to
51% of all votes entitled to be voted at any meeting of
stockholders or action by written consent.
Item
5. |
Interest
in Securities of the Issuer |
Item
5 is hereby amended to include the following:
(i)
As of December 23, 2019, Mr. Lagan may be deemed to beneficially
own 2,500,053,384 Shares (or approximately 20.58% of the total
number of Shares then currently deemed outstanding), which consists
of 53,360 Shares owned of record by Mr. Lagan and 16 stock options
owned of record by Mr. Lagan, and as to which Mr. Lagan may be
deemed to have sole dispositive and voting power; and 8 Shares
owned of record by Alcimede and 2,500,000,000 Shares into which the
Series K Preferred Stock owned of record by Alcimede were
convertible as of December 23, 2019. Mr. Lagan may be deemed to
have shared dispositive and voting power with Alcimede over the 8
Shares owned of record by Alcimede and the 2,500,000,000 Shares
into which the Series K Preferred Stock owned of record by Alcimede
were convertible as of December 23, 2019. Because the conversion
price of the Series K Preferred Stock was determined by the average
closing price of the Shares for the 10 trading days immediately
prior to the conversion date, the number of Shares issuable upon
conversion increased or decreased depending upon the market price
of the Shares at any particular time. Such Shares do not include 17
Shares owned of record by Epizon and with respect to such Shares,
The Shanoven Trust, P. Wilhelm F. Toothe, as trustee of The
Shanoven Trust, and Epizon shared dispositive and voting power.
Such Shares also do not include Shares owned by a third party
entity, and which third party entity is owned by a trust of which
P. Wilhelm F. Toothe serves as trustee.
(ii)
As of May 5, 2020, Mr. Lagan may be deemed to beneficially own
53,384 Shares (or approximately 0.0% of the total number of Shares
then currently deemed outstanding), which consists of 53,360 Shares
owned of record by Mr. Lagan and 16 stock options owned of record
by Mr. Lagan, and as to which Mr. Lagan may be deemed to have sole
dispositive and voting power; and 8 Shares owned of record by
Alcimede. Mr. Lagan may be deemed to have shared dispositive and
voting power with Alcimede over the 8 Shares owned of record by
Alcimede. Such Shares do not include 17 Shares owned of record by
Epizon and with respect to such Shares, The Shanoven Trust, P.
Wilhelm F. Toothe, as trustee of The Shanoven Trust, and Epizon
shared dispositive and voting power. Such Shares also do not
include Shares owned by a third party entity, and which third party
entity is owned by a trust of which P. Wilhelm F. Toothe serves as
trustee. Alcimede also owned 250,000 shares of Series L Preferred
Stock as of May 5, 2020. The Series L Preferred Stock, however, is
not convertible into Shares prior to December 1, 2020, although, as
of May 5, 2020, the shares of Series L Preferred Stock were
entitled to an aggregate of 2,500,000,000 votes on all matters
submitted to a vote of the holders of Shares, as described above.
As a result, as of May 5, 2020, Mr. Lagan and Alcimede owned
securities holding 20.2% of the total voting power of the Issuer’s
voting securities. Because the conversion price of the Series L
Preferred Stock is determined based on the market price of the
Shares, the number of votes to which the Series L Preferred Stock
is entitled will fluctuate.
(iii)
As of 5:00 p.m., Eastern time, on July 31, 2020, Mr. Lagan may be
deemed to beneficially own 11 Shares (or approximately 0.0% of the
total number of Shares then currently deemed outstanding), which
consists of five Shares owned of record by Mr. Lagan and six stock
options owned of record by Mr. Lagan, and as to which Mr. Lagan may
be deemed to have sole dispositive and voting power. Alcimede also
owned 250,000 shares of Series L Preferred Stock as of July 31,
2020. The Series L Preferred Stock, however, is not convertible
into Shares prior to December 1, 2020, although, as of July 31,
2020, the shares of Series L Preferred Stock were entitled to an
aggregate of 116,279 votes on all matters submitted to a vote of
the holders of Shares, as described above. As a result, as of July
31, 2020, Mr. Lagan and Alcimede owned securities holding 2.0% of
the total voting power of the Issuer’s voting securities. Because
the conversion price of the Series L Preferred Stock is determined
based on the market price of the Shares, the number of votes to
which the Series L Preferred Stock is entitled will fluctuate. Due
to the reverse split, Mr. Lagan, Alcimede and Epizon all received
cash in lieu of their fractional shares. After the reverse split,
none of Alcimede, Epizon or The Shanoven Trust beneficially owned
any Shares. All numbers in this paragraph (iii) give effect to the
reverse split.
CUSIP
No. 759757 88 3 |
13D |
Page
9 of 10 |
(iv)
As of August 13, 2020, Mr. Lagan may be deemed to beneficially own
11 Shares (or approximately 0.0% of the total number of Shares then
currently deemed outstanding), which consists of five Shares owned
of record by Mr. Lagan and six stock options owned of record by Mr.
Lagan, and as to which Mr. Lagan may be deemed to have sole
dispositive and voting power. Alcimede also owned 250,000 shares of
Series L Preferred Stock as of August 13, 2020. The Series L
Preferred Stock, however, is not convertible into Shares prior to
December 1, 2020, although, as of August 13, 2020, the shares of
Series L Preferred Stock were entitled to an aggregate of 217,391
votes on all matters submitted to a vote of the holders of Shares,
as described above. In addition, Mr. Lagan has an irrevocable proxy
to vote the Series M Preferred Stock owned by Mr. Diamantis. As a
result, as of August 13, 2020, Mr. Lagan and Alcimede owned, or had
the right to vote, securities holding 54.4% of the total voting
power of the Issuer’s voting securities. Because the conversion
price of the Series L Preferred Stock is determined based on the
market price of the Shares, the number of votes to which the Series
L Preferred Stock is entitled will fluctuate.
Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer |
Item
6 is hereby amended to include the following:
On
August 13, 2020, Christopher Diamantis, a former director of the
Issuer, entered into the Voting Agreement with the Issuer, Mr.
Lagan and Alcimede, pursuant to which Mr. Diamantis granted an
irrevocable proxy to Mr. Lagan to vote the 22,000 shares of Series
M Preferred Stock owned by Mr. Diamantis. Mr. Diamantis has
retained all other rights under the Series M Preferred Stock,
including the right to convert the Series M Preferred Stock into
Shares. To the extent Mr. Diamantis does convert any Series M
Preferred Stock into Shares, such Shares would also be covered by
the irrevocable proxy granted to Mr. Lagan.
The
foregoing description of the Voting Agreement does not purport to
be complete and is qualified by reference to the Voting Agreement,
a copy of which is filed as an exhibit to this Amendment No. 7 and
is incorporated herein by reference.
Item
7. |
Materials
to be Filed as Exhibits |
Item
7 is hereby amended to include the following:
Exhibit
99.1 – Joint Filing Agreement pursuant to Rule
13d-1(k).*
Exhibit 99.2 – Voting Agreement and
Irrevocable Proxy, dated as of August 13, 2020, by and among
Rennova Health, Inc., Seamus Lagan, Alcimede LLC and Christopher
Diamantis (incorporated by reference to Exhibit 10.1 of the
Company’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on August 13, 2020).
*
Filed herewith
CUSIP
No. 759757 88 3 |
13D |
Page
10 of 10 |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
August
26, 2020 |
/s/
Seamus Lagan |
|
Seamus
Lagan, individually |
|
|
|
August
26, 2020 |
Alcimede
LLC |
|
|
|
|
By: |
/s/
Seamus Lagan |
|
|
Seamus
Lagan, Sole Manager |
|
|
|
August
26, 2020 |
Epizon
Ltd. |
|
|
|
|
By: |
The
Shanoven Trust |
|
|
|
|
By: |
/s/
P. Wilhelm F. Toothe |
|
|
P.
Wilhelm F. Toothe, Trustee |
|
|
|
August
26, 2020 |
The
Shanoven Trust |
|
|
|
|
By: |
/s/
P. Wilhelm F. Toothe |
|
|
P.
Wilhelm F. Toothe, Trustee |