Current Report Filing (8-k)
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UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM8-K
CURRENTREPORT PURSUANT
TOSECTION 13 or 15(d) OF THE
SECURITIESEXCHANGE ACT OF 1934
Dateof report (Date of earliest event reported): October 28, 2021
RennovaHealth, Inc.
(ExactName of Registrant as Specified in Its Charter)
Delaware
(Stateor Other Jurisdiction of Incorporation)
| 001-35141 | 68-0370244 | |
(Commission FileNumber) | (I.R.S.Employer IdentificationNo.) |
| 400South Australian Avenue, 8th Floor, West Palm Beach, Florida | 33401 | |
| (Addressof Principal Executive Offices) | (ZipCode) |
| (561)855-1626 |
| (Registrant’sTelephone Number, Including Area Code) |
(FormerName or Former Address, if Changed Since Last Report)
Checkthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant underany of the following provisions (see General Instruction A.2. below):
| ☐ | Writtencommunications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Solicitingmaterial pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registeredunder Section 12(b) of the Act:
| Titleof each class | TradingSymbol | Nameof each exchange on which registered | ||
| None | None | None |
Indicateby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerginggrowth company ☐
Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item1.01. Entry into a Material Definitive Agreement.
OnOctober 28, 2021, Rennova Health, Inc. (the “Company”) entered into the Securities Purchase Agreement, dated as ofOctober 28, 2021 (the “Purchase Agreement”), among the Company and certain existing institutional investorsof the Company. The Purchase Agreement provides for the issuance of upto 4,400 shares of Series O Convertible Redeemable Preferred Stock (the “Series O Preferred Stock”) at two closingsof 2,200 shares each. If all such shares of Series O Preferred Stock are issued, the Company will receive proceeds of $4,000,000.
Thefirst closing will occur on October 28, 2021. The Company will issue 2,200 shares of Series O Preferred Stock andreceive proceeds of $2,000,000. The second closing is expected to occur on or before December 1, 2021. The subsequentclosing depends upon the Company’s satisfaction of certain conditions. There can be no assurance that the Company will satisfyall or any of these conditions or that the additional closing will take place. In addition, the Purchase Agreement restricts theCompany’s use of any proceeds of the issuances of the Series O Preferred Stock, including to payroll and legal and accountingexpenses.
Theshares of Series O Preferred Stock will be issued in reliance on the exemption from registration contained in Section 4(a)(2) of theSecurities Act of 1933, as amended, and by Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involvingany public offering.
Theterms of the Series O Preferred Stock were set forth in the Company’s Current Report on Form 8-K filed on May 11, 2021.
Theforegoing description of the Purchase Agreement does not purport to be complete and is qualified by reference to the Purchase Agreement,a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item3.02. Unregistered Sales of Equity Securities.
Theinformation set forth in Item 1.01 is incorporated herein by reference.
Item8.01 Other Events.
Asa result of conversions of shares of the Company’s preferred stock, the Company currently has 10,000,000,000 sharesof common stock issued and outstanding. The Company, therefore, has issued all of its authorized common stock. It cannot issue additionalshares of common stock until it amends its Certificate of Incorporation to increase its authorized common stock. As previously announcedin its Information Statement, dated October 7, 2021, the Company expects to file such an amendment to increase its authorized commonstock to 50,000,000,000 shares on or about November 5, 2021.
Item9.01. Financial Statements and Exhibits.
(d)Exhibits
| ExhibitNo. | ExhibitDescription | |
| 10.1 | Formof Securities Purchase Agreement, dated as of October 28, 2021, among Rennova Health, Inc. and the investors signatorythereto | |
| 104 | CoverPage Interactive Data File (embedded within the Inline XBRL document) |
2
SIGNATURES
Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned hereunto duly authorized.
| Date:October 28, 2021 | RENNOVAHEALTH, INC. | |
| By: | /s/Seamus Lagan | |
| SeamusLagan | ||
| ChiefExecutive Officer | ||
| (principalexecutive officer) | ||
3
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