RENNOVA HEALTH, INC. (NASDAQ:RNVA) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On March 21, 2017, Rennova Health, Inc. (the Company) closed an
offering of $10,850,000 principal amount of Senior Secured
Original Issue Discount Convertible Debentures due March 21, 2019
(the New Debentures) and three series of warrants to purchase an
aggregate of 19,608,426 shares of the Companys common stock, par
value $.01 per share (the Common Stock), as further described
below (each a Warrant and, collectively, the Warrants). The
offering was to the terms of the previously announced Securities
Purchase Agreement, dated as of March 15, 2017 (the Purchase
Agreement), between the Company and certain existing
institutional investors of the Company. The Company received
proceeds of $8,750,000 from the offering.

Also on March 21, 2017, the Company closed an exchange by which
the holders of the Companys Original Issue Discount Convertible
Debentures issued on February 2, 2017 and holders of the Companys
Series H Convertible Preferred Stock exchanged $1,590,000
principal amount of such debentures and $2,174,000 stated value
of such preferred stock for $5,160,260 principal amount of new
debentures on the same items as, and pari passu with, the New
Debentures (the Exchange Debentures and, together with the New
Debentures, the Debentures) and Warrants. All issuance amounts of
Debentures reflect a 24% original issue discount.

The Debentures may be converted at any time at a conversion price
equal to $1.66. The New Debentures begin to amortize monthly
commencing on the 90^th day following March 21, 2017
and the Exchange Debentures begin to amortize monthly
immediately. On each monthly amortization date, the Company may
elect to repay 5% of the original principal amount of Debentures
in cash or, in lieu thereof, the conversion price of such
Debentures shall thereafter be 85% of the volume weighted average
price at the time of conversion. In the event the Company does
not elect to pay such amortization amounts in cash, each
investor, in their sole discretion, may increase the conversion
amount subject to the alternative conversion price by up to four
times the amortization amount.

If any Event of Default (as defined in the Debentures) occurs,
the outstanding principal amount of the Debentures, plus accrued
but unpaid interest, liquidated damages and other amounts owing
in respect thereof through the date of acceleration, shall
become, at the holders election, immediately due and payable in
cash. Commencing five days after the occurrence of any Event of
Default that results in the eventual acceleration of the
Debentures, the interest rate on the Debentures shall accrue at
an interest rate equal to the lesser of 18% per annum and the
maximum rate permitted under applicable law.

The Debentures contain customary affirmative and negative
covenants. The conversion price is subject to full ratchet and
other customary anti-dilution protections as more fully described
in the Debentures.

The Series A Warrants are exercisable for up to a number of
shares of Common Stock equal to 100% of the shares underlying the
Debentures, or an aggregate of 9,730,516 shares. They are
immediately exercisable and have a term of exercise equal to five
years. The Series B Warrants are exercisable for up to a number
of shares of Common Stock equal to 100% of the shares underlying
the Debentures, or an aggregate of 9,730,516 shares, and are
exercisable for a period of 18 months commencing immediately. The
Series C Warrants are exercisable for up to a number of shares of
Common Stock equal to 100% of the shares underlying the
Debentures, or an aggregate of 9,730,516 shares, and have a term
of five years provided such Warrants shall only vest if, when and
to the extent that the holders exercise the Series B Warrants.
The Series A and Series C Warrants each have an exercise price of
$1.95 and the Series B Warrants have an exercise price of $1.66.
All Warrants are subject to full ratchet and other customary
anti-dilution protections.

Holders of Debentures and Warrants are prohibited from converting
or exercising such Debentures or Warrants into or for Common
Stock if, as a result of such conversion or 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.

As collateral security for all of the Companys obligations under
the Debentures, the Company and the Companys subsidiaries listed
in the security agreement granted the Debenture holders a
security interest in all of the Companys and its subsidiaries
assets, to the terms of the Security Agreement (the Security
Agreement). To further secure the Companys obligations, the
Companys subsidiaries also executed a Guarantee (the Guarantee),
to which the subsidiaries agree to guaranty the Companys
obligations owed to the Debenture holders.

The securities issued under the Purchase Agreement were issued in
reliance on the exemption from registration contained in Section
4(a)(2) of the Securities Act of 1933, as amended (the Securities
Act), and/or Rule 506 of Regulation D promulgated thereunder as
transactions by an issuer not involving any public offering. The
securities issued under the Exchange Agreement were issued in
reliance on the exemption from registration contained in Section
3(a)(9) of the Securities Act.

The Company is obligated to file a registration statement
registering for resale the shares underlying the Debentures and
Warrants on or before April 7, 2017 and use best efforts to cause
such registration statement to be declared effective within 45
days or 75 days if reviewed. The Companys failure to satisfy
certain conditions and deadlines described in the Registration
Rights Agreement may subject it to payment of certain liquidated
damages. Additionally, the Company is required to seek
shareholder approval to issue in excess of 20% of the Companys
issued and outstanding shares of Common Stock. The holders were
also granted a right of participation in up to 50% of any future
offerings for so long as the Debentures and Warrants are
outstanding.

The foregoing description of the Purchase Agreement, the
Debentures, the Warrants, the Security Agreement, the Exchange
Agreement and the Guarantee does not purport to be complete and
is qualified in its entirety by reference to the full text of
such agreements, which are filed as exhibits to this Current
Report and are incorporated herein by reference.

As previously announced, the Company also entered into exchange
agreements with certain holders of its warrants issued on July
19, 2016 to exchange, upon the closing under the Purchase
Agreement, such warrants for an aggregate of 29,518 shares of
Common Stock. Such shares of Common Stock were issued on March
21, 2017 and were issued in reliance on the exemption from
registration contained in Section 3(a)(9) of the Securities Act.

Effective September 11, 2015, Medytox Solutions, Inc., now a
wholly-owned subsidiary of the Company (Medytox), entered into a
Securities Purchase Agreement with TCA Global Credit Master Fund,
LP (TCA), to which Medytox issued a $3,000,000 debenture (the TCA
Debenture) to TCA. The TCA Debenture is secured by a pledge of
the assets of Medytox and various subsidiaries. Prior to the
issuance of the Debentures and the Warrants on March 21, 2017,
the Company had not made the last six required payments under the
TCA Debenture, totalling $1,800,000.

In connection with the issuance of the Debentures and the
Warrants, the Company and TCA entered into a Side Letter (the
Side Letter). to the Side Letter, TCA was paid $750,000 toward
the TCA Debenture and the remaining indebtedness was restructured
over the next six months. TCA acknowledged that the Company was
not in default of the TCA Debenture as a result of any failure to
make any required payment and TCA waived any such default that
may have then existed.

The Company also guaranteed Medytoxs obligations under the TCA
Debenture to the terms of a Guaranty Agreement (the Rennova
Guaranty Agreement). To secure its obligations under the Rennova
Guaranty Agreement, the Company granted TCA a security interest
in all of its assets, to the terms of a Security Agreement (the
Rennova Security Agreement). Rennova also agreed, to a Services
Agreement (the Services Agreement), to pay TCA $150,000 on the
date that is the earlier of September 20, 2017 or when any
registration statement filed by the Company with the Securities
and Exchange Commission is declared effective. To govern the
relationship between TCA and the holders of the Debentures, each
as secured creditors of the Company, TCA and Sabby Management,
LLC, as Agent for the Debenture holders, entered into an
Intercreditor Agreement (the Intercreditor Agreement).

The foregoing description of the Side Letter, the Rennova
Guaranty Agreement, the Rennova Security Agreement, the Services
Agreement and the Intercreditor Agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of such agreements, which are filed as exhibits to this
Current Report and are incorporated herein by reference.

As previously announced, Christopher Diamantis, a director of the
Company, had made advances to the Company. These advances were
due on demand. As of March 21, 2017, these advances totalled
$3,300,000. This amount, plus accrued interest, was paid to Mr.
Diamantis out of the proceeds of the offering of the New
Debentures and Warrants.

On March 21, 2017, the Company also issued Mr. Diamantis warrants
to purchase 250,000 shares of Common Stock. The warrants are
exercisable immediately, have a term of exercise equal to five
years and have an exercise price of $1.66. The warrants are
subject to full ratchet and other customary antidilution
protections. The warrants were issued in reliance on the
exemption from registration contained in Section 4(a)(2) of the
Securities Act as a transaction by an issuer not involving any
public offering.

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 3.03Material Modification to Rights of Security
Holders

On July 19, 2016, the Company issued, in a public offering,
warrants to purchase 19,418,633 shares of Common Stock to the
terms of a Warrant Agency Agreement, dated as of July 19, 2016
(the Warrant Agreement), between the Company and Computershare
Inc. and its wholly-owned subsidiary, Computershare Trust
Company, N.A., as Warrant Agent. Effective as of March 15, 2017,
the Warrant Agreement was amended to its terms to consent to the
Purchase Agreement, the Exchange Agreement and the transactions
contemplated thereby.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

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.

EXHIBIT INDEX

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 +0.01 at 1.86 with 203,173 shares trading hands.