Rennova Health, Inc. (NASDAQ:RNVA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On May 20, 2018, Rennova Health, Inc. (the “Company”) entered into Additional Issuance Agreements (the “Issuance Agreements”), with two existing institutional investors of the Company. Under the Issuance Agreements, the Company will issue $2,480,000 aggregate principal amount of Senior Secured Original Issue Discount Convertible Debentures due September 19, 2019 (the “Debentures”) and will receive proceeds of $2,000,000. The closing of the offering is expected to occur on May 21, 2018, subject to customary closing conditions.
The terms of the Debentures will be the same as those issued by the Company under the previously-announced Securities Purchase Agreement, dated as of August 31, 2017, to which the Company issued $2,604,000 aggregate principal amount of Senior Secured Original Issue Discount Convertible Debentures due September 19, 2019. The Debentures may also be exchanged for shares of the Company’s Series I-2 Convertible Preferred Stock under the terms of the previously-announced Exchange Agreements, dated as of October 30, 2017.
The Debentures will be issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and by Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.
Also, as previously announced, the Company issued warrants, including Series B Warrants, on each of March 21, 2017 and September 19, 2017. These Series B Warrants each had a term of 18 months. The Issuance Agreements provide that the terms of these Series B Warrants held by the investors party to the Issuance Agreements, which Series B Warrants are exercisable into an aggregate of 3,175,162,967 shares of the Company’s common stock as of May 20, 2018, will be extended for an additional 90 days.
The foregoing description of the Issuance Agreements does not purport to be complete and is qualified in its entirety by reference to the form of the Issuance Agreements, which is attached hereto as Exhibit 10.167 and is incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 8.01. Other Events.
As a result of conversions and exercises of certain of the Company’s securities, as of May 18, 2018 the Company had 818,640,000 shares of common stock issued and outstanding.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Rennova Health, Inc. ExhibitEX-10.167 2 ex10-167.htm FORM OF ADDITIONAL ISSUANCE AGREEMENT This Additional Issuance Agreement (this “Agreement”),…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.