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): March 31, 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.
As previously announced, on March 31, 2016 Rennova Health, Inc. (the “Company”) entered into an agreement to sell certain disputed accounts receivable. The Company received $5,000,000 in proceeds. Under the agreement, as subsequently amended, the Company was required to make payment to the counterparty by May 30, 2018. Christopher Diamantis, a director of the Company, guaranteed the Company’s obligation. The Company did not make the payment by May 30, 2018 and the counterparty commenced an arbitration proceeding against the Company and Mr. Diamantis.
On March 31, 2019, the Company, Mr. Diamantis and the counterparty entered into a settlement agreement in connection with the arbitration. The Company and Mr. Diamantis agreed to pay the counterparty $2,000,000 on or before April 5, 2019 and an additional $7,694,685 plus interest at 10% per annum on or before May 20, 2019. To the extent that Mr. Diamantis makes any of these payments on behalf of the Company, the Company is obligated to repay him. In the event that these payments are not timely made, the counterparty will be owed $11,997,391 (less any payments actually made). To date, the Company has not recovered any proceeds from the disputed accounts receivable.
Item 8.01 Other Events.
As a result of conversions and exercises of certain of the Company’s securities, as of April 3, 2019 the Company had 3,668,882,657 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: April 4, 2019||RENNOVA HEALTH, INC.|
|By:||/s/ Seamus Lagan|
|Chief Executive Officer|
|(principal executive officer)|