Rennova Health, Inc. Announces $9,016,136 Private Placement of Convertible Notes and Repayment or Restructuring of Existing Debt
WEST PALM BEACH, FL -- (Marketwired) -- 09/01/17 -- Rennova Health, Inc. (NASDAQ: RNVA) (NASDAQ: RNVAZ), a leader in diagnostic and supportive software solutions for healthcare companies, today announced that it has entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain existing institutional investors of the Company. Pursuant to the Purchase Agreement, the Company has agreed to issue $2,604,000 aggregate principal amount of Senior Secured Original Issue Discount Convertible Debentures due two years from the date of issuance (the "New Debentures") and three series of warrants to purchase shares of the Company's common stock, par value $.01 per share (the "Common Stock"), (each, a "Warrant" and, collectively, the "Warrants"). The Purchase Agreement contains certain customary representations, warranties and covenants. Gross proceeds from the Purchase Agreement are expected to be $2,100,000. The closing of the offering is expected to occur on or before September 15, 2017 and is subject to, among other things, receiving certain consents and other customary closing conditions.
Simultaneously with the offering of New Debentures and Warrants, pursuant to Exchange Agreements, the holders of the Company's Original Issue Discount Debentures issued on July 17, 2017 and due October 17, 2017 will exchange $4,136,862 principal amount of such debentures for $6,412,136 of new debentures on the same terms as, and pari passu with, the New Debentures (the "Exchange Debentures" and, together with the New Debentures, the "Debentures") and Warrants. All issuance amounts of Debentures reflect a 24% original issue discount.
The Debentures may be converted at any time at a conversion price equal to $0.26. The Debentures will begin to amortize monthly commencing on the earlier of the 90th day following the closing date or the effective date of a registration statement covering the shares of common stock issuable upon conversion of the Debentures. On each monthly amortization date, the Company may elect to repay 5% of the original principal amount of Debentures in cash or, in lieu thereof, the conversion price of such Debentures shall thereafter be 85% of the volume weighted average price at the time of conversion. In the event the Company does not elect to pay such amortization amounts in cash, each investor, in their sole discretion, may increase the conversion amount subject to the alternative conversion price by up to four times the amortization amount.
The securities offered and sold in the private placement have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration under the Securities Act and applicable state securities laws.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any securities of the Company.
About Rennova Health, Inc.
Rennova provides industry-leading diagnostics and supportive software solutions to healthcare providers, delivering an efficient, effective patient experience and superior clinical outcomes. Through an ever-expanding group of strategic brands that work in unison to empower customers, we are creating the next generation of healthcare. For more information, please visit www.rennovahealth.com.
This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Additional information concerning these and other risk factors are contained in the Company's most recent filings with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.
Source: Rennova Health, Inc.
Released September 1, 2017