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 22, 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 1.01.||Entry into a Material Definitive Agreement.|
On February 22, 2019, 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 are being acquired from Jellico Community Hospital, Inc. and CarePlus Rural Health Clinic, LLC, respectively. The transaction is expected to close in the first quarter of 2019, subject to customary regulatory approvals and closing conditions. The purchase price is equal to $500,000 plus the amount of the Net Working Capital (as defined in the Purchase Agreement).
Jellico Community Hospital is a fully operational 54-bed acute care facility that offers comprehensive services, including diagnostic imaging, radiology, surgery (general, gynecological and vascular), nuclear medicine, wound care and hyperbaric medicine, intensive care, emergency care and physical therapy.
The CarePlus Center offers sophisticated testing capabilities and compassionate care, all in a modem, patient-friendly environment. Services include diagnostic imaging services, x-ray, mammography, bone densitometry, computed tomography (CT), ultrasound, physical therapy and laboratory services on a walk-in basis.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirely by reference to the Purchase Agreement which is attached hereto as Exhibit 10.173 and is incorporated by reference herein.
As previously announced, the parties to the Purchase Agreement had signed a previous asset purchase agreement relating to these assets on November 28, 2018, which was terminated by the Company on February 8, 2019. This Purchase Agreement replaces that previous asset purchase agreement.
On February 26, 2019, the Company issued a press release announcing the signing of the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
|Item 8.01.||Other Events|
As a result of conversions and exercises of certain of the Company’s securities, as of February 27, 2019 the Company had 1,625,882,657 shares of common stock issued and outstanding.
|Item 9.01.||Financial Statements and Exhibits.|
|Exhibit No.||Exhibit Description|
Asset Purchase Agreement, dated as of February 22, 2019, by and among Jellico Community Hospital, Inc., CarePlus Rural Health Clinic, LLC, Jellico Medical Center, Inc., Community Hospital Corporation and Rennova Health, Inc.
|99.1||Press Release dated February 26, 2019|
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 28, 2019||RENNOVA HEALTH, INC.|
|By:||/s/ Seamus Lagan|
|Chief Executive Officer|
|(principal executive officer)|