RENNOVA HEALTH, INC. (NASDAQ:RNVA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement
On July 17, 2017, Rennova Health, Inc. (the “Company”) closed an offering of $4,136,862 aggregate principal amount of Original Issue Discount Debentures due October 17, 2017 (the “Debentures”) and warrants to purchase an aggregate of 2,120,000 shares of common stock (the “Warrants”) for consideration of $2,000,000 in cash and the exchange of $1,902,700 aggregate principal amount of Original Issue Discount Debentures due September 22, 2017 issued by the Company on June 22, 2017. The offering was to the terms of the previously announced Securities Purchase Agreement, dated as of July 16, 2017 (the “Purchase Agreement”), between the Company and certain existing institutional investors of the Company.
The Purchase Agreement provides that, for a one-year period after the closing date, the purchasers have the right to participate in any issuance by the Company of common stock or common stock equivalents for cash consideration, indebtedness or a combination of units thereof, with certain exceptions (a “Subsequent Financing”). Also, until the date when the purchasers no longer hold any Debentures, in the event the Company undertakes or enters into an agreement to undertake a Subsequent Financing, a purchaser may elect to exchange all or some of its Debentures (but not including any Warrants) for any securities or units issued in such Subsequent Financing on an $0.80 principal amount of Debenture for $1.00 new subscription amount basis based on the outstanding principal amount of such Debenture (along with any accrued but unpaid interest, liquidated damages and other amounts owing thereon).
The Purchase Agreement also provides that the Company shall hold a meeting of stockholders at the earliest practicable date to obtain stockholder approval of at least a 1-for-8 reverse split of the common stock. Promptly following receipt of such stockholder approval, the Company shall cause the reverse split to occur. If such stockholder approval is not obtained on or before September 20, 2017, it shall be an event of default under the Debentures.
The Warrants are exercisable into shares of the Company’s common stock at any time from and after six months from the closing date at an exercise price of $0.375 per common share (subject to adjustment). The Warrants will terminate five years after they become exercisable.
Holders of Warrants are prohibited from exercising such Warrants for common stock if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of common stock then issued and outstanding. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after notice to the Company.
The Debentures are guaranteed by substantially all of the subsidiaries of the Company to a Subsidiary Guarantee in favor of the holders of the Debentures by the subsidiary guarantors party thereto. The securities issued under the Purchase Agreement were issued in reliance on the exemptions from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder as transactions by an issuer not involving any public offering or Section 3(a)(9) of the Securities Act.
The foregoing description of the Purchase Agreement, the Debentures, the Warrants and the Subsidiary Guarantee are summaries, and are qualified by reference to such documents, which are attached hereto as Exhibits 10.144, 10.145, 10.146 and 10.147, respectively.
Item 3.02Unregistered Sales of Equity Securities
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits.
Rennova Health, Inc. ExhibitEX-10.146 2 rennova_ex10146.htm FORM OF COMMON STOCK PURCHASE WARRANT Exhibit 10.146 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here
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.