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): June 2, 2017

RENNOVA HEALTH, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

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):

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 June 2, 2017, Rennova Health, Inc. (the “Company”) closed an offering of $795,000 aggregate principal amount of Original Issue Discount Debentures due September 1, 2017 (the “Debentures”) and warrants to purchase an aggregate of 500,000 shares of common stock (the “Warrants”) for a purchase price of $750,000. The offering was pursuant to the terms of the Securities Purchase Agreement, dated as of June 2, 2017 (the “Purchase Agreement”), between the Company and the accredited investors party thereto.

The Purchase Agreement provides that, for a one-year period after the closing date, the purchasers shall have the right to participate in any issuance by the Company of common stock or common stock equivalents for cash consideration, indebtedness or a combination of units thereof, with certain exceptions (a “Subsequent Financing”). Also, until the date when the purchasers no longer hold any Debentures, in the event the Company undertakes or enters into an agreement to undertake a Subsequent Financing, a purchaser may elect to exchange all or some of its Debentures (but not including any Warrants) for any securities or units issued in such Subsequent Financing on a $0.80 principal amount of Debenture for $1.00 new subscription amount basis based on the outstanding principal amount of such Debenture (along with any accrued but unpaid interest, liquidated damages and other amounts owing thereon); provided, however, in the event the purchasers purchase 100% of such Subsequent Financing, then the exchange factor is $1.00 for $1.00.

The Purchase Agreement also provides that the Company shall hold a meeting of stockholders (which may also be the annual meeting of stockholders) at the earliest practicable date to obtain stockholder approval of at least a 1-for-8 reverse split of the common stock. Promptly following receipt of such stockholder approval, the Company shall cause the reverse split to occur. If such stockholder approval is not obtained on or before August 16, 2017, it shall be an event of default under the Debentures.

The Warrants are exercisable into shares of the Company’s common stock at any time from and after December 2, 2017 at an exercise price of $0.39 per common share (subject to adjustment). The Warrants will terminate five years after they become exercisable.

The Debentures are guaranteed by substantially all of the subsidiaries of the Company pursuant to a Subsidiary Guarantee, dated as of June 2, 2017, in favor of the holders of the Debentures by the subsidiary guarantors party thereto.

The issuance of the Debentures and the Warrants was exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

The foregoing description of the Purchase Agreement, the Debentures, the Warrants and the Subsidiary Guarantee are summaries, and are qualified by reference to such documents, which are attached hereto as Exhibits 10.135, 10.136, 10.137 and 10.138, respectively.

Item 3.02        Unregistered Sales of Equity Securities

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 9.01.       Financial Statements and Exhibits.

(d)       Exhibits.

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.

EXHIBIT INDEX