Amended Current Report Filing (8-k/a)
18 October 2017 - 8:21AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K/A
CURRENT
REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earlit event reported): October 16, 2017
RENNOVA
HEALTH, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction
of Incorporation)
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001-35141
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68-0370244
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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400
S. Australian Avenue, Suite 800, West Palm Beach, Florida
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33401
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(561)
855-1626
(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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. [ ]
Explanatory
Note
:
This amended
current report on Form 8-K/A is being filed to amend the Company’s Current Report on Form 8-K filed on October 16, 2017
(the “Original 8-K”) solely to correct the aggregate principal amount of Senior Secured Original Issue Discount
Convertible Debentures due September 19, 2019 issued by the Company in offerings on September 19, 2017. Except as described
in the previous sentence, no other changes have been made to the Original 8-K.
Ite
m
1.01 Entry into a Material Definitive Agreement.
As
previously announced, on September 19, 2017 Rennova Health, Inc. (the “Company”) closed offerings of an aggregate
of $9,016,136 principal amount of Senior Secured Original Issue Discount Convertible Debentures due September 19, 2019 (the “Debentures”)
and Warrants to purchase shares of the Company’s common stock (the “Warrants”). Pursuant to the terms
of an Amendment, dated as of October 16, 2017 (the “Amendment”), the Company and the purchasers of the Debentures
and the Warrants amended the terms of the Debentures and the Warrants primarily to provide that (i) the minimum exercise and conversation
prices are adjusted for the recent 1-for-15 reverse stock split effective on October 5, 2017 and for all subsequent reverse and
forward splits and the like; and (ii) the maximum aggregate number of shares of common stock for which the Debentures and the
Warrants may be converted and exercised prior to the receipt of Shareholder Approval (as defined in the Debentures and the Warrants)
is reduced from 4,075,010 shares to 1,420,048 shares.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Amendment, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.03 Material Modification to Rights of Security Holders.
The
information set forth in Item 1.01 is incorporated herein by reference.
Item
9.01 Financial Statements and 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.
Date:
October 17, 2017
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RENNOVA
HEALTH, INC.
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By:
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/s/
Seamus Lagan
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Seamus
Lagan
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Chief
Executive Officer
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(principal
executive officer)
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