Current Report Filing (8-k)
December 13 2021 - 5:07AM
Edgar (US Regulatory)
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0000931059
2021-12-03
2021-12-03
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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): December
3, 2021
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, Suite 800, West
Palm Beach,
Florida
|
|
33401
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(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(561)
855-1626
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(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)
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|
|
☐
|
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))
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|
|
☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered under Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange
on which registered
|
None
|
|
None
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|
None
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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
December 10, 2021, Rennova Health, Inc. (the “Company”) completed the second closing of its offering of shares of
Series O Convertible Redeemable Preferred Stock (the “Series O Preferred Stock”). The offering was pursuant to the terms
of the previously-announced Securities Purchase Agreement, dated as of October 28, 2021 (the “Purchase Agreement”),
between the Company and certain existing institutional investors of the Company.
The
Purchase Agreement provided for the issuance of up to 4,400 shares of Series O Preferred Stock. The first closing for 2,200
shares of Series O Preferred Stock occurred on October 28, 2021. The Company received proceeds of $2,000,000 for the
second closing and issued an additional 2,200 shares. The Purchase Agreement restricted the Company’s use of any proceeds
of the issuances of the Series O Preferred Stock, including to payroll and legal and accounting expenses.
The
shares of Series O Preferred Stock were issued in the second closing 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
8.01. Other Events.
On
December 3, 2021, the Company announced that the application by its hospital, Scott County Community Hospital, Inc. (DBA Big South Fork) in Oneida, Tennessee, for designation as a Critical Access Hospital has been approved by the Centers for Medicare and Medicaid Services.
As
a result of conversions of shares of the Company’s preferred stock, the Company had 37,189,999,999 shares of common stock issued
and outstanding as of December 9, 2021.
Item 9.01. Financial Statements
and 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:
December 13, 2021
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RENNOVA
HEALTH, INC.
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|
|
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By:
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/s/
Seamus Lagan
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Seamus
Lagan
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Chief
Executive Officer
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|
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(principal
executive officer)
|
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