SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 8, 2019
Rennova Health, Inc.
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
|(Commission File Number)||(I.R.S. Employer Identification No.)|
S. Australian Avenue, Suite 800, West Palm Beach,
|(Address of Principal Executive Offices)||(Zip Code)|
|(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 1.02.||Termination of a Material Definitive Agreement.|
As previously announced, on November 20, 2018 Rennova Health, Inc. (the “Company”) entered into an asset purchase agreement (the “Purchase Agreement”) to acquire certain assets related to an acute care hospital located in Jellico, Tennessee and an outpatient clinic located in Williamsburg, Kentucky. The hospital is known as Jellico Community Hospital and the clinic is known as the CarePlus Center. The hospital and the clinic and their associated assets were being sold by Jellico Community Hospital, Inc. and CarePlus Rural Health Clinic, LLC, respectively.
On February 8, 2019, the Company delivered a letter terminating the Purchase Agreement pursuant to its terms. Section 1.11 of the Purchase Agreement required that the appraised value of Owned Personal Property (as defined in the Purchase Agreement) have at least a specified fair market value, which value was not achieved. In addition, the sellers were unable to satisfy certain specified closing conditions in the Purchase Agreement. As a result, the Company exercised its termination right.
The parties are continuing to negotiate a revised agreement. If the parties can resolve the outstanding issues, the Company is willing to enter into a new asset purchase agreement, although there can be no assurance such an agreement will be reached.
|Item 8.01.||Other Events.|
As a result of conversions and exercises of certain of the Company’s securities, as of February 14, 2019 the Company had 508,882,657 shares of common stock issued and outstanding.
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: February 14, 2019||RENNOVA HEALTH, INC.|
|By:||/s/ Seamus Lagan|
|Chief Executive Officer|
|(principal executive officer)|