This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of Rennova Health, Inc. (the “Company”) for the three-months ended June 30, 2017 filed with the Securities and Exchange Commission on August 14, 2017 (the “Original Report”). On November 14, 2017, after review and consideration of the errors described below, the Board of Directors, after consultation with Green & Company, CPA’s, the Company’s independent registered public accounting firm, concluded that the Company’s financial statements for the three and six months ended June 30, 2017 (the “June 30, 2017 Financial Statements”) could no longer be relied upon as being in compliance with generally accepted accounting principles. Accordingly, the Company is restating the June 30, 2017 Financial Statements.

In July 2017, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2017-11 “Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815).” The amendments in Part I of this ASU change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The Company determined that the amendment would have a material impact on its condensed consolidated financial statements and early adopted this ASU. The cumulative effect of the adoption of ASU 2017-11 resulted in the reclassification of the derivative liability recorded of $56 million and the reversal of $41 million of interest expense recorded in the Company’s first fiscal quarter of 2017. The remaining $16 million was offset to additional paid in capital (discount on convertible debenture). Additionally, the Company recognized a deemed dividend from the trigger of the down round provision features of the convertible debt and common stock warrants of $11.1 million, which was recorded retrospectively as of the beginning of the issuance of the March 2017 debentures where the initial derivative liability was recorded.

The Company has identified errors in the calculation of the deemed dividend recorded upon adoption of ASU 2017-11 as the number of outstanding common stock warrants was not proportionally increased for decreases in the exercise prices of various warrants as a result of the trigger of the down round provision features. Therefore, the deemed dividend was understated by approximately $31.6 million for the six months ended June 30, 2017. In addition, other existing common stock warrants that also contain down round provisions that require the Company to reduce the per share exercise price of the warrants and proportionally increase the number of warrants issuable upon exercise, with certain exceptions, whenever the Company issues its common stock or common stock equivalents in a dilutive issuance were not revalued as of June 30, 2017. As a result, the Company did not record a deemed dividend associated with these warrants of approximately $3.5 million and $8.4 million for the three and six months ended June 30, 2017, respectively. The Company is required to report any increase in the fair value of the common stock warrants resulting from a trigger of the down round feature as a deemed dividend in its financial statements with a corresponding increase in the net loss available to common shareholders.

The errors discussed above also resulted in an understatement of the reported number of common stock warrants outstanding at June 30, 2017 from a reported 32,095,655 warrants outstanding to a corrected 156,920,342 warrants outstanding and an overstatement of the weighted average exercise price of the warrants from a reported $0.85 per share to a corrected weighted average exercise price of $0.44 per share. Accordingly, we are restating our previously filed financial statements to correct theses errors. The correction of the errors did not impact assets, liabilities, total stockholders’ deficit, total cash flows, net loss or comprehensive loss.

The effect of the restatement on each of our financial statements at June 30, 2017 and for the three and six months ended June 30, 2017 is as follows:

Unaudited Condensed Consolidated Balance Sheets Data

Unaudited Condensed Consolidated Statements of Operations Data

Unaudited Condensed Consolidated Statements of Operations Data

Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Deficit Data

Unaudited Condensed Consolidated Statements of Cash Flows Data

As a result, changes have been made to Item 1 (Financial Statements) and Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations). As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company’s Chief Executive Officer and Interim Chief Financial Officer is providing currently dated certifications, set forth in Exhibits 31.1 and 31.2 to this Amendment. Thus, the Company hereby amends Items 1 and 2 of the Original Filing and adds such currently dated certificates and updated XBRL as Exhibits.

Except as disclosed above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing, including, without limitation, any changes that would have been caused by the 1-for-15 reverse stock split that was effective on October 5, 2017.