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 December 29, 2016, 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 1,750,000
shares of Series F Convertible Preferred Stock (the Series F
Preferred Stock). The following summary of certain terms and
provisions of the Company’s Series F Preferred Stock is subject
to, and qualified in its entirety by reference to, the terms and
provisions set forth in the Company’s certificate of designation
of preferences, rights and limitations of Series F Preferred
Stock.
General. Our board of directors has designated up to
1,750,000 shares of the 5,000,000 authorized shares of preferred
stock as Series F Preferred Stock.
Rank. The Series F Preferred Stock ranks on parity to
our common stock.
Conversion.Each share of the Series F Preferred Stock is
convertible into shares of our common stock (subject to
adjustment as provided in the related certificate of designation
of preferences, rights and limitations) at any time after the
first anniversary of the issuance date at the option of the
holder at a conversion price equal to the greater of $1.95 or the
average closing price of the Companys common stock for the 10
trading days immediately preceding the conversion. The maximum
number of shares of common stock issuable upon the conversion of
the Series F Preferred Stock is 897,436. Any shares of Series F
Preferred Stock outstanding on the fifth anniversary of the
issuance date will be mandatorily converted into common stock at
the applicable conversion price on such date.
Liquidation Preference.In the event of our liquidation,
dissolution or winding-up, holders of Series F Preferred Stock
will be entitled to receive the same amount that a holder of
common stock would receive if the Series F Preferred Stock were
fully converted into shares of our common stock at the conversion
price (assuming for such purposes that the Series F Preferred
Stock is then convertible) which amounts shall be paid pari passu
with all holders of common stock.
Voting Rights.Each share of Series F Preferred Stock
shall have one vote, and the holders of the Series F Preferred
Stock shall vote together with the holders of our common stock as
a single class.
Dividends.The holders of the Series F Preferred Stock
will participate, on an as-if-converted-to-common stock basis, in
any dividends to the holders of common stock.
Redemption.At any time, from time to time after the
first anniversary of the issuance date, we have the right to
redeem all or any portion of the outstanding Series F Preferred
Stock at a price per share equal to $1.95 plus any accrued but
unpaid dividends.
Negative Covenants.As long as any shares of Series F
Preferred Stock are outstanding, the Company may not amend, alter
or repeal any provision of our certificate of incorportion, the
certificate of designation or our bylaws in a manner that
materially adversely affects the powers, preferences or rights of
the Series F Preferred Stock.
The foregoing description of the Series F Preferred Stock does
not purport to be complete and is qualified in its entirety by
reference to the Certificate of Designation for the Series F
Preferred Stock, a copy of which is filed as Exhibit 3.1, and is
hereby incorporated into this report by reference.
Item 9.01.Financial Statements and Exhibits.
(d)
| Exhibit No. | Exhibit Description | |
| 3.1 |
Certificate of Designation for Series F Convertible Preferred Stock. |
About Rennova Health, Inc. (NASDAQ:RNVA)
Rennova Health, Inc. (Rennova), formerly CollabRx, Inc., is a provider of diagnostics and supportive software solutions to healthcare providers. The Company operates in three segments: clinical laboratory operations, supportive software solutions, and decision support and informatics operations. The Company is a healthcare enterprise that delivers products and services, including laboratory diagnostics, healthcare technology solutions, and revenue cycle management and intends to provide financial services, to medical providers. Rennova’s principal line of business is clinical laboratory blood and urine testing services. It is also engaged in the provision of urine drug toxicology testing to physicians, clinics and rehabilitation facilities in the United States. Its clinical laboratories include Biohealth Medical Laboratory, Inc.; Alethea Laboratories, Inc.; International Technologies, LLC; EPIC Reference Labs, Inc., and Epinex Diagnostics Laboratories, Inc. Rennova Health, Inc. (NASDAQ:RNVA) Recent Trading Information
Rennova Health, Inc. (NASDAQ:RNVA) closed its last trading session up +0.0027 at 0.0885 with 17,307,013 shares trading hands.