RENNOVA HEALTH, INC. (NASDAQ:RNVA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement
On January 29, 2017, Rennova Health Inc. (the Company) entered
into a Securities Purchase Agreement (the Purchase Agreement)
with the accredited investors party thereto. to the Purchase
Agreement, the Company has agreed to issue $1,590,000 aggregate
principal amount of Original Issue Discount Convertible
Debentures due three months from the date of issuance (the
Debentures) and warrants to purchase an aggregate of 3,000,000
shares of common stock (the Warrants), for a purchase price of
$1,500,000. The closing of the offering is anticipated to occur
on or about February 2, 2017 and is subject to, among other
things, customary closing conditions.
The Debentures will be convertible at a conversion price of
$0.086 per share (subject to adjustment). In the event the
Debentures are outstanding after the maturity date, the
conversion price shall be reduced to $0.0531 per share (subject
to adjustment). Holders of Debentures are prohibited from
converting Debentures into shares of the Companys common stock
if, as a result of such conversion, the holder, together with its
affiliates, would own more than 4.99% of the total number of
shares of the Companys 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 such notice to the Company.
The Purchase Agreement provides that, for a one-year period after
the issuance of the Debentures, the purchasers shall 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 a
$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); provided,
however, in the event the purchasers purchase 100% of such
Subsequent Financing, then the exchange factor is $1.00 for
$1.00.
The Warrants will be exercisable into shares of the Companys
common stock at any time after six months from the closing of the
Purchase Agreement at an exercise price of $0.086 per common
share. The Warrants will terminate five years after they become
exercisable.
The Debentures will be guaranteed by substantially all of the
subsidiaries of the Company to a Subsidiary Guarantee.
The Purchase Agreement may be terminated by any purchaser, as to
such purchasers obligations only, if the closing of the Purchase
Agreement has not been consummated by February 6, 2017;
provided, however, that such termination will not
affect the right of any party to sue for any breach by any other
party (or parties).
The issuance of the Debentures and the Warrants will be exempt
from the registration requirements of the Securities Act of 1933,
as amended, in accordance with Section 4(2) thereof, as a
transaction by an issuer not making a public offering.
The foregoing description of the Purchase Agreement, the
Debentures, the Warrants, and the Subsidiary Guarantee are
summaries, and all qualified by reference to such documents,
which are attached hereto as Exhibits 10.122, 10.123, 10.124 and
10.125, 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.
| Exhibit No. | Exhibit Description | |
| 10.122 |
Securities Purchase Agreement, dated as of January 29, 2017, between Rennova Health, Inc. and each purchaser identified on the pages thereto. |
|
| 10.123 |
Form of Original Issue Discount Convertible Debenture (incorporated by reference to Exhibit A to Exhibit 10.122) |
|
| 10.124 |
Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit C to Exhibit 10.122) |
|
| 10.125 |
Form of Subsidiary Guarantee (incorporated by reference to Exhibit E to Exhibit 10.122) |
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: January 30, 2017 | RENNOVA HEALTH, INC. |
| By:/s/ Seamus Lagan | |
| Seamus Lagan | |
| Chief Executive Officer | |
| (principal executive officer) |
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
| 10.122 |
Securities Purchase Agreement, dated as of January 29, 2017, between Rennova Health, Inc. and each purchaser identified on the |
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 00.0000 at 0.0859 with 5,374,176 shares trading hands.