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): July 16, 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. [ ]
Item 3.02. Unregistered Sales of Equity Securities.
As previously announced, on October 30, 2017 Rennova Health, Inc. (the “Company”) entered into Exchange Agreements (the “Exchange Agreements”) with the holders of the Company’s Senior Secured Original Issue Discount Convertible Debentures due September 19, 2019 (the “Debentures”). The Exchange Agreements provide that the holders may, from time to time, exchange their Debentures for shares of a newly-authorized Series I-2 Convertible Preferred Stock of the Company (the “Preferred Stock”). Any exchange is at the option of the holders.
The holders exercised their right to exchange Debentures for shares of Preferred Stock on July 16, 2018. On that date, the holders elected to exchange an aggregate of $1,741,580 principal amount of Debentures and the Company issued an aggregate of 2,176.975 shares of Preferred Stock.
The shares of Preferred Stock were issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended.
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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: July 16, 2018 | RENNOVA HEALTH, INC. | |
By: | /s/ Seamus Lagan | |
Seamus Lagan | ||
Chief Executive Officer | ||
(principal executive officer) |
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