Rennova Health, Inc. (NASDAQ:RNVA) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 22, 2020, the Board of Directors of the Company approved an amendment to the Company’s Certificate of Incorporation (the “Amendment”), to effect a 1-for-10,000 reverse stock split of the Company’s shares of common stock to be effective on July 31, 2020. On May 7, 2020, the holders of a majority of the total voting power of the Company’s securities approved an amendment to the Company’s Certificate of Incorporation to effect a reverse split of all of the Company’s shares of common stock at a specific ratio within a range from 1-for-100 to 1-for-10,000, and granted authorization to the Board of Directors to determine in its discretion the specific ratio and timing of the reverse split on or prior to December 31, 2020.
As a result of the reverse stock split, every 10,000 shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share of the Company’s common stock. Proportionate voting rights and other rights of common stockholders will not be affected by the reverse stock split, other than as a result of the cash payment for any fractional shares that would have otherwise been issued. Stockholders who would otherwise hold a fractional share of common stock will receive a cash payment in respect of such fraction of a share of common stock. No fractional shares will be issued in connection with the reverse stock split.
The reverse stock split will become effective at 5:00 p.m., Eastern Time, on July 31, 2020 and the Company’s common stock will trade on a post-split basis at the open of business on August 3, 2020. The par value and other terms of the common stock will not be affected by the reverse stock split. The authorized capital of the Company of 10,000,000,000 shares of common stock and 5,000,000 shares of preferred stock, also will not be affected by the reverse split.
All outstanding preferred shares, stock options, warrants, and equity incentive plans immediately prior to the reverse stock split will generally be appropriately adjusted by dividing the number of shares of common stock into which the preferred shares, stock options, warrants and equity incentive plans are exercisable or convertible by 10,000 and multiplying the exercise or conversion price by 10,000, as a result of the reverse stock split.
The Company’s transfer agent, Computershare Inc., is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock.