Rennova Health, Inc. (NASDAQ:RNVA) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On May 4, 2020, Rennova Health, Inc. (the “Company”) filed a Certificate of Designation with the Secretary of State of the State of Delaware to authorize the issuance of up to 250,000 shares of Series L Convertible Preferred Stock (the “Preferred Stock”). The following is a summary of certain terms of the Preferred Stock.
General. The Company’s Board of Directors has designated 250,000 shares of the 5,000,000 authorized shares of preferred stock as the Preferred Stock. Each share of the Preferred Stock has a stated value of $1.00.
Voting Rights. Each holder of the Preferred Stock shall be entitled to vote on all matters submitted to a vote of the holders of the Company’s common stock. With respect to a vote of stockholders to approve a reverse stock split of the Company’s common stock, no later than November 30, 2020 only, each share of the Preferred Stock shall be entitled to the whole number of votes equal to 40,000 shares of common stock. With respect to all other matters, and from and after December 1, 2020, each share of the Preferred Stock shall be entitled to the whole number of votes equal to the number of shares of common stock into which it is then convertible. The Preferred Stock shall vote with the common stock as if they were a single class of securities.
Dividends. Except for stock dividends, holders of the Preferred Stock shall not be entitled to receive dividends on shares of the Preferred Stock.
Rank. The Preferred Stock ranks with respect to dividends or a liquidation, (i) on parity with the common stock and the Company’s Series H Convertible Preferred Stock, (ii) senior to the Company’s Series F Convertible Preferred Stock, and (iii) junior to the Company’s Series I-1 Convertible Preferred Stock and the Company’s Series 1-2 Convertible Preferred Stock and any other class or series of preferred stock of the Company afterwards created and ranking by its terms senior to the Preferred Stock.
Conversion. Each share of the Preferred Stock is convertible into shares of the Company’s common stock from and after December 1, 2020 at the option of the holder, into that number of shares of common stock determined by dividing the stated value of such share of Preferred Stock by the conversion price. The conversion price is equal to the average closing price of the common stock on the 10 trading days immediately prior to the conversion date.
Liquidation Preference. Upon any liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock shall be entitled to receive an amount equal to the stated value of the Preferred Stock and any other fees or liquidated damages then due and owing thereon for each share of the Preferred Stock before any distribution or payment shall be made on any junior securities.
Redemption. At any time the Company shall have the right to redeem all, or any part, of the Preferred Stock then outstanding. The Preferred Stock subject to redemption shall be redeemed by the Company in cash in an amount equal to the stated value of the shares of the Preferred Stock being redeemed.
The foregoing description of the Preferred Stock does not purport to be complete and is qualified by reference to the Certificate of Designation of the Preferred Stock, a copy of which is filed as Exhibit 3.22 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
