UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 8)*
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)
October
2, 2020
(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 6 |
|
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
1,263,583
|
|
9. |
Sole
Dispositive Power
11
|
|
10. |
Shared
Dispositive Power
1,263,583
|
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,263,594
|
|
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)
40.4%
|
|
14. |
Type
of Reporting Person
IN
|
|
CUSIP
No. 759757 88 3 |
13D |
Page
3 of 6 |
|
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
1,263,583
|
|
9. |
Sole
Dispositive Power
-0-
|
|
10. |
Shared
Dispositive Power
1,263,583
|
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,263,583
|
|
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)
40.4%
|
|
14. |
Type
of Reporting Person
OO
|
|
CUSIP
No. 759757 88 3 |
13D |
Page
4 of 6 |
| Item
1. |
Security
and Issuer |
This
Amendment No. 8 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, No. 6 and No. 7 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; and Alcimede LLC, a Delaware
limited liability company (“Alcimede”). Except as expressly amended
below, Schedule 13D, dated November 2, 2015, as previously amended,
remains in effect.
| Item
3. |
Source
and Amount of Funds or Other Consideration |
Item
3 is hereby amended, and this Amendment No. 8 to Schedule 13D is
being filed, to include the following:
On
May 5, 2020, Alcimede exchanged the 250,000 shares of the Issuer’s
Series K Convertible 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. This Amendment No. 8 is being filed to reflect the
fact that the shares of Series L Preferred Stock are now
convertible into Shares within the next 60 days.
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 October 2, 2020,
the shares of Series L Preferred Stock were entitled to an
aggregate of 1,263,583 votes.
| Item 4. |
Purpose of Transaction |
Item 4 is hereby amended to include the following:
The percentage of voting power of the Issuer’s voting securities
controlled by Mr. Lagan and Alcimade may impede the acquisition of
control of the Issuer by any person.
|
CUSIP
No. 759757 88 3 |
13D |
Page
5 of 6 |
| Item
5. |
Interest
in Securities of the Issuer |
Item 5 is hereby amended to include the following:
As of
October 2, 2020, Mr. Lagan may be deemed to beneficially own
1,263,594 Shares (or approximately 40.4% 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; and 1,263,583 Shares into
which the Series L Preferred Stock owned of record by Alcimede is
convertible within 60 days. Mr. Lagan may be deemed to have shared
dispositive and voting power with Alcimede over the 1,263,583
Shares into which the Series L Preferred Stock owned of record by
Alcimede is convertible within 60 days. The Series L Preferred
Stock is not convertible into Shares prior to December 1, 2020, but
such date is 60 days from October 2, 2020. Using the conversion
price that would have been in effect as of October 2, 2020
($0.19785), the shares of Series L Preferred Stock owned by
Alcimede would be convertible into 1,263,583 Shares. As of October
2, 2020, the shares of Series L Preferred Stock were also entitled
to an aggregate of 1,263,583 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 Christopher Diamantis. As a result, as of October 2, 2020,
Mr. Lagan and Alcimede owned, or had the right to vote, securities
holding 63.7% 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 Shares into which the Series L Preferred
Stock is convertible and the number of votes to which the
Series L Preferred Stock is entitled will
fluctuate.
|
Item
7. |
Material
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).*
* Filed
herewith
|
CUSIP
No. 759757 88 3 |
13D |
Page
6 of 6 |
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.
|
October
14, 2020 |
/s/
Seamus Lagan |
| |
Seamus
Lagan, individually |
|
|
|
|
| October
14, 2020 |
Alcimede
LLC |
| |
|
|
|
|
By: |
/s/
Seamus Lagan |
| |
|
Seamus
Lagan, Sole Manager |
