Amended Current Report Filing (8-k/a)
January 10 2019 - 04:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT PURSUANT
TO
SECTION 13 or 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): June 1, 2018
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))
|
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. [ ]
EXPLANATORY
NOTE
This
Amendment No. 1 to the Current Report on Form 8-K (this “Amendment”) is being filed by Rennova Health, Inc., a Delaware
corporation (the “Company”), for the purpose of amending Item 2.01 Completion of Acquisition or Disposition of Assets
and Item 9.01 Financial Statements and Exhibits of that certain Current Report on Form 8-K originally filed by the Company with
the Securities and Exchange Commission (the “SEC”) on June 7, 2018 (the “Original Form 8-K”) in connection
with the completion of the acquisition of certain assets related to an acute care hospital located in Jamestown, Tennessee. This
Amendment is also being filed to provide the financial statements and pro forma financial information required by Items 9.01(a)
and (b) of Form 8-K, which were not previously filed with the Original Form 8-K.
|
Item
2.01.
|
Completion
of Acquisition or Disposition of Assets.
|
On
June 1, 2018, the Company closed the previously-reported asset purchase agreement (the “Purchase Agreement”) to acquire
certain assets related to an acute care hospital located in Jamestown, Tennessee. The hospital, known as Jamestown Regional Medical
Center, is a fully operational 85-bed facility of approximately 90,000 square feet on over eight acres of land, and offers a 24-hour
emergency department with two spacious trauma bays and seven private exam rooms, inpatient and outpatient surgical services and
a progressive care unit which provides telemetry services. The hospital operations include a separate physician practice which
operates as Mountain View Physician Practice, Inc.
The
assets were acquired from Community Health Systems, Inc. (“CHS”). Other than in respect of the transaction, there
is no material relationship between CHS and the Company, any of our affiliates, any of our officers or directors or any of their
associates.
The cash consideration paid to CHS was an aggregate of $635,096, which included $35,735 in closing costs.
There was an additional $33,887 in other costs which were subsequently identified and recorded. In aggregate, diligence, legal
and other costs associated with the acquisition are estimated to be approximately $500,000, meaning that the total cost of acquisition
to the Company was approximately $1,100,000. In addition, there were approximately $196,000 of accrued liabilities that were assumed
as part of the acquisition.
The
summary of the Purchase Agreement set forth above does not purport to be complete and is qualified in its entirety
by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.173 hereto and is incorporated by
reference herein.
|
Section
9.01.
|
Financial
Statements and Exhibits.
|
(a) Financial
statements of businesses acquired.
The
following combined financial statements of Jamestown TN Medical Center, Inc. and Mountain View Physician Practice, Inc. are being
filed as exhibits hereto and are incorporated by reference herein:
Exhibit
99.1
– Audited Combined Financial Statements of Jamestown TN Medical Center, Inc. and Mountain View Physician Practice,
Inc., including independent auditor’s report, as of and for the years ended December 31, 2017 and 2016.
Exhibit
99.2
– Combined Financial Statements of Jamestown TN Medical Center, Inc. and Mountain View Physician Practice, Inc.
as of and for the three months ended March 31, 2018 and 2017.
(b) Pro
forma financial information.
The
following pro forma financial information is being filed as an exhibit hereto and is incorporated by reference herein:
Exhibit
99.3
– Unaudited pro forma financial statements and explanatory notes for Rennova Health, Inc. as of March 31, 2018,
for the three months ended March 31, 2018 and for the year ended December 31, 2017.
(c) Not
applicable.
(d) Exhibits.
Exhibit
No.
|
|
Exhibit
Description
|
|
|
|
23
|
|
Consent of Haynie & Company, CPAs
|
|
|
|
10.173
|
|
Asset Purchase Agreement, dated as of January 31, 2018, by and among HMA Fentress County Hospital, LLC, Jamestown HMA Physician Management, LLC, Jamestown TN Medical Center, Inc., CHS Community Health Systems, Inc. and Rennova Health, Inc. (incorporated by reference to Exhibit 10.162 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2018).
|
|
|
|
99.1
|
|
Audited Combined Financial Statements of Jamestown TN Medical Center, Inc. and Mountain View Physician Practice, Inc., including independent auditor’s report, as of and for the years ended December 31, 2017 and 2016.
|
|
|
|
99.2
|
|
Combined Financial Statements of Jamestown TN Medical Center, Inc. and Mountain View Physician Practice, Inc. as of and for the three months ended March 31, 2018 and 2017.
|
|
|
|
99.3
|
|
Unaudited pro forma condensed combined financial statements and explanatory notes for Rennova Health, Inc. as of March 31, 2018, for the three months ended March 31, 2018 and for the year ended December 31, 2017.
|
|
|
|
99.4*
|
|
Press release of Rennova Health, Inc. dated June 1, 2018.
|
*
Previously filed with the Original Form 8-K
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: January 10, 2019
|
RENNOVA
HEALTH, INC.
|
|
|
|
|
By:
|
/s/
Seamus Lagan
|
|
|
Seamus
Lagan
|
|
|
Chief
Executive Officer
|
|
|
(principal
executive officer)
|
EXHIBIT
INDEX
Exhibit
No.
|
|
Exhibit
Description
|
|
|
|
23
|
|
Consent of Haynie & Company, CPAs
|
|
|
|
10.173
|
|
Asset Purchase Agreement, dated as of January 31, 2018, by and among HMA Fentress County Hospital, LLC, Jamestown HMA Physician Management, LLC, Jamestown TN Medical Center, Inc., CHS Community Health Systems, Inc. and Rennova Health, Inc. (incorporated by reference to Exhibit 10.162 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2018).
|
|
|
|
99.1
|
|
Audited Combined Financial Statements of Jamestown TN Medical Center, Inc. and Mountain View Physician Practice, Inc., including independent auditor’s report, as of and for the years ended December 31, 2017 and 2016.
|
|
|
|
99.2
|
|
Combined Financial Statements of Jamestown TN Medical Center, Inc. and Mountain View Physician Practice, Inc. as of and for the three months ended March 31, 2018 and 2017.
|
|
|
|
99.3
|
|
Unaudited pro forma condensed combined financial statements and explanatory notes for Rennova Health, Inc. as of March 31, 2018, for the three months ended March 31, 2018 and for the year ended December 31, 2017.
|
|
|
|
99.4*
|
|
Press release of Rennova Health, Inc. dated June 1, 2018.
|
*
Previously filed with the Original Form 8-K