UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Rennova Health, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
759757 10 7
(CUSIP Number)
Seamus Lagan
400 South Australian Avenue, 8th Floor
West Palm Beach, FL 33401
(561) 855-1626
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 21, 2016
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 759757 10 7 | 13D | Page 2 of 9 |
1. |
Names of Reporting Persons Seamus Lagan | |||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ | |||
3. | SEC Use Only
| |||
4. |
Source of Funds (See Instructions) OO | |||
5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
| |||
6. |
Citizenship Or Place Of Organization Ireland | |||
Number
Of With |
7. |
Sole Voting Power 4,594,234 |
||
8. |
Shared Voting Power 1,926,928 |
|||
9. |
Sole Dispositive Power 4,594,234 |
|||
10. |
Shared Dispositive Power 1,926,928 |
|||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 6,521,162 | |||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
| |||
13. |
Percent of Class Represented by Amount in Row (11) 11.0% | |||
14. |
Type of Reporting Person IN | |||
CUSIP No. 759757 10 7 | 13D | Page 3 of 9 |
1. |
Names of Reporting Persons Alcimede LLC | |||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ | |||
3. |
SEC Use Only
| |||
4. |
Source of Funds (See Instructions) OO | |||
5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
| |||
6. |
Citizenship Or Place Of Organization Delaware | |||
Number Of With |
7. |
Sole Voting Power -0- |
||
8. |
Shared Voting Power 1,926,928 |
|||
9. |
Sole Dispositive Power -0- |
|||
10. |
Shared Dispositive Power 1,926,928 |
|||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 1,926,928 | |||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
| |||
13. |
Percent of Class Represented by Amount in Row (11) 3.5% | |||
14. |
Type of Reporting Person OO | |||
CUSIP No. 759757 10 7 | 13D | Page 4 of 9 |
1. |
Names of Reporting Persons Epizon Ltd. | |||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ | |||
3. |
SEC Use Only
| |||
4. |
Source of Funds (See Instructions) OO | |||
5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
| |||
6. |
Citizenship Or Place Of Organization Commonwealth of the Bahamas | |||
Number Of With |
7. |
Sole Voting Power -0- |
||
8. |
Shared Voting Power 3,887,222 |
|||
9. |
Sole Dispositive Power -0- |
|||
10. |
Shared Dispositive Power 3,887,222 |
|||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,887,222 | |||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
| |||
13. |
Percent of Class Represented by Amount in Row (11) 7.0% | |||
14. |
Type of Reporting Person OO | |||
CUSIP No. 759757 10 7 | 13D | Page 5 of 9 |
1. |
Names of Reporting Persons P. Wilhelm F. Toothe, Trustee of The Shanoven Trust | |||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ | |||
3. |
SEC Use Only
| |||
4. |
Source of Funds (See Instructions) OO | |||
5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
| |||
6. |
Citizenship Or Place Of Organization Commonwealth of the Bahamas | |||
Number Of With |
7. |
Sole Voting Power -0- |
||
8. |
Shared Voting Power 3,887,222 |
|||
9. |
Sole Dispositive Power -0- |
|||
10. |
Shared Dispositive Power 3,887,222 |
|||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,887,222 | |||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
| |||
13. |
Percent of Class Represented by Amount in Row (11) 7.0% | |||
14. |
Type of Reporting Person OO | |||
CUSIP No. 759757 10 7 | 13D | Page 6 of 9 |
1. |
Names of Reporting Persons The Shanoven Trust | |||
2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ | |||
3. |
SEC Use Only
| |||
4. |
Source of Funds (See Instructions) OO | |||
5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐
| |||
6. |
Citizenship Or Place Of Organization Commonwealth of the Bahamas | |||
Number Of With |
7. |
Sole Voting Power -0- |
||
8. |
Shared Voting Power 3,887,222 |
|||
9. |
Sole Dispositive Power -0- |
|||
10. |
Shared Dispositive Power 3,887,222 |
|||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,887,222 | |||
12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x
| |||
13. |
Percent of Class Represented by Amount in Row (11) 7.0% | |||
14. |
Type of Reporting Person OO | |||
CUSIP No. 759757 10 7 | 13D | Page 7 of 9 |
Item 1. Security and Issuer
This Amendment No. 3 to Schedule 13D amends the Statement on Schedule 13D, dated November 2, 2015, as previously amended by Amendments No. 1 and No. 2 to Schedule 13D, with respect to the Common Stock, $0.01 par value per share (the "Shares"), of Rennova Health, Inc., a Delaware corporation (the "Issuer"), filed by Seamus Lagan, Alcimede LLC, a Delaware limited liability company ("Alcimede"), Epizon Ltd. ("Epizon"), a Bahamian international business corporation, which is wholly-owned by The Shanoven Trust, of which P. Wilhelm F. Toothe serves as the trustee; P. Wilhelm F. Toothe, as trustee of The Shanoven Trust; and The Shanoven Trust. Except as expressly amended below, Schedule 13D, dated November 2, 2015, as previously amended, remains in effect.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to include the following:
This Amendment No. 3 to Schedule 13D is being filed to report the conversion by Epizon on September 21, 2016 of 1,000 shares of the Issuer's Series B Convertible Preferred Stock into 1,146,789 Shares.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to include the following:
As of September 21, 2016, Mr. Lagan may be deemed to beneficially own 6,521,162 Shares (or approximately 11.0% of the total number of Shares then currently deemed outstanding), which consists of 344,234 Shares owned of record by Mr. Lagan and 4,250,000 stock options owned of record by Mr. Lagan, and as to which Mr. Lagan may be deemed to have sole dispositive and voting power; and 1,926,928 Shares owned of record by Alcimede. Mr. Lagan may be deemed to have shared dispositive and voting power with Alcimede over the 1,926,928 Shares owned of record by Alcimede. Such Shares do not include 3,887,222 Shares owned of record by Epizon (or approximately 7.0% of the total number of Shares then currently deemed outstanding), and with respect to such Shares, The Shanoven Trust, P. Wilhelm F. Toothe, as trustee of The Shanoven Trust, and Epizon share dispositive and voting power. Such Shares also do not include Shares owned by a third party entity, and which third party entity is owned by a trust of which P. Wilhelm F. Toothe serves as trustee.
Item 7. Materials to be Filed as Exhibits
Item 7 is hereby amended to include the following:
Exhibit D – Joint Filing Agreement pursuant to Rule 13d-1(k).
CUSIP No. 759757 10 7 | 13D | Page 8 of 9 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
October 4, 2016
October 4, 2016 |
/s/ Seamus Lagan Seamus Lagan, individually
Alcimede LLC
By: /s/ Seamus Lagan Seamus Lagan, Sole Manager |
October 4, 2016 |
Epizon Ltd.
By: The Shanoven Trust
By: /s/ P. Wilhelm F. Toothe P. Wilhelm F. Toothe, Trustee |
October 4, 2016 |
The Shanoven Trust
By: /s/ P. Wilhelm F. Toothe P. Wilhelm F. Toothe, Trustee |
CUSIP No. 759757 10 7 | 13D | Page 9 of 9 |
Exhibit D
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Amendment No. 3 to Schedule 13D is filed on behalf of each of the undersigned. The undersigned acknowledge that each shall be responsible for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
Dated: October 4, 2016
/s/ Seamus Lagan Seamus Lagan, Individually Alcimede LLC | |
Epizon Ltd.
By: The Shanoven Trust
By: /s/ P. Wilhelm F. Toothe P. Wilhelm F. Toothe, Trustee | |
The Shanoven Trust
By: /s/ P. Wilhelm F. Toothe P. Wilhelm F. Toothe, Trustee | |