Rennova Health, Inc. (NASDAQ:RNVA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
As previously announced, on June 13, 2019 Rennova Health, Inc. (the “Company”) closed an offering of $1,250,000 aggregate principal amount of debentures with certain existing institutional investors to the terms of a Bridge Debenture Agreement, dated as of June 13, 2019 ( the “June 13 Agreement”). The June 13 Agreement provided that on or prior to June 30, 2019, at the mutual election of the Company and the investors, the investors could purchase an additional $1,250,000 principal amount on the same terms and conditions as provided in the June 13 Agreement.
On June 21, 2019, the Company and the investors agreed that the Company would issue, and the investors would purchase, $250,000 principal amount of debentures and on June 24, 2019 the Company and the investors agreed that the Company would issue, and the investors would purchase, an additional $1,020,000 aggregate principal amount of debentures (the debentures issued on June 21, 2019 and June 24, 2019 are referred to, collectively, as the “Debentures”). In connection with the issuances of the Debentures, the Company received total proceeds of $1,270,000 The $1,020,000 aggregate principal amount of the Debentures were issued to a Bridge Debenture Agreement, dated as of June 24, 2019 (the “June 24 Agreement”).
The Debentures are secured and guaranteed by the Company’s subsidiaries on the same terms as provided in the Securities Purchase Agreement, dated as of August 31, 2017. 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 Agreement, dated as of October 30, 2017. Commencing on August 17, 2019, the Debentures shall bear interest on the outstanding principal amount at a rate of 2.5% per month (increasing to 5% per month on October 12, 2019), payable quarterly beginning on October 1, 2019. All overdue accrued and unpaid interest shall entail a late fee equal to the lesser of 24% per annum or the maximum rate permitted by applicable law. Christopher Diamantis, a director of the Company, is a guarantor of the Debentures.
The Debentures were 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 transactions by an issuer not involving a public offering.
The foregoing description of the June 24 Agreement and the Debentures does not purport to be complete and is qualified in its entirety by reference to the form of the Agreement, which is attached hereto as Exhibit 10.175 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit Description |
| 10.175 | Form of Bridge Debenture Agreement, dated as of June 24, 2019 |
| –– |
Rennova Health, Inc. Exhibit
EX-10.175 2 ex10-175.htm FORM OF BRIDGE DEBENTURE AGREEMENT This Bridge Debenture Agreement (this “Agreement”),…
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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.
