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 June 2, 2017, Rennova Health, Inc. (the Company) closed an
offering of $795,000 aggregate principal amount of Original Issue
Discount Debentures due September 1, 2017 (the Debentures) and
warrants to purchase an aggregate of 500,000 shares of common
stock (the Warrants) for a purchase price of $750,000. The
offering was to the terms of the Securities Purchase Agreement,
dated as of June 2, 2017 (the Purchase Agreement), between the
Company and the accredited investors party thereto.
The Purchase Agreement provides that, for a one-year period after
the closing date, 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 Purchase Agreement also provides that the Company shall hold
a meeting of stockholders (which may also be the annual 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 August 16,
2017, it shall be an event of default under the Debentures.
The Warrants are exercisable into shares of the Companys common
stock at any time from and after December 2, 2017 at an exercise
price of $0.39 per common share (subject to adjustment). The
Warrants will terminate five years after they become exercisable.
The Debentures are guaranteed by substantially all of the
subsidiaries of the Company to a Subsidiary Guarantee, dated as
of June 2, 2017, in favor of the holders of the Debentures by the
subsidiary guarantors party thereto.
The issuance of the Debentures and the Warrants was 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 involving a public offering.
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 10.135, 10.136, 10.137 and
10.138, 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 | |
| 10.135 |
Securities Purchase Agreement, dated as of June 2, 2017, between Rennova Health, Inc. and each purchaser identified on the pages thereto. |
|
| 10.136 | Form of Original Issue Discount Debenture | |
| 10.137 | Form of Common Stock Purchase Warrant | |
| 10.138 | Form of Subsidiary Guarantee |
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: June 5, 2017 | RENNOVA HEALTH, INC. |
| By:/s/ Seamus Lagan | |
| Seamus Lagan | |
| Chief Executive Officer | |
| (principal executive officer) |
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
| 10.135 |
Securities Purchase Agreement, dated as of June 2, 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.
