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 21, 2017, Rennova Health, Inc. (the Company) entered into
a Securities Purchase Agreement (the Purchase Agreement) with
certain existing institutional investors of the Company. to the
Purchase Agreement, the Company has agreed to issue $ 1,902,700
aggregate principal amount of Original Issue Discount Debentures
due September 22, 2017 (the Debentures) and warrants to purchase
an aggregate of 1,000,000 shares of common stock (the Warrants)
for consideration of $ 1,000,000 in cash and the exchange of
$795,000 aggregate principal amount of Original Issue Discount
Debentures due September 1, 2017 issued by the Company on June 2,
2017. The Purchase Agreement contains certain customary
representations, warranties and covenants. The closing of the
offering is subject to, among other things, customary closing
conditions.
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).
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 September
5, 2017, it shall be an event of default under the Debentures.
The Warrants will be exercisable into shares of the Companys
common stock at any time from and after six months from the
closing date at an exercise price of $0.38 per common share
(subject to adjustment). 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, in favor
of the holders of the Debentures by the subsidiary guarantors
party thereto. The securities to be issued under the Purchase
Agreement 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/or Rule 506 of Regulation D promulgated
thereunder as transactions by an issuer not involving any public
offering. This Current Report on Form 8-K does not constitute an
offer to sell or the solicitation of an offer to buy any security
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
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 10.139, 10.140, 10.141 and
10.142, 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 | |
| 10.139 |
Securities Purchase Agreement, dated as of June 21, 2017, between Rennova Health, Inc. and each purchaser identified on the pages thereto. |
|
| 10.140 | Form of Original Issue Discount Debenture | |
| 10.141 | Form of Common Stock Purchase Warrant | |
| 10.142 | 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 22, 2017 | RENNOVA HEALTH, INC. |
| By:/s/ Seamus Lagan | |
| Seamus Lagan | |
| Chief Executive Officer | |
| (principal executive officer) |
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
| 10.139 |
Securities Purchase Agreement, dated as of June 21, 2017, between Rennova Health, Inc. and each purchaser identified on the |
Rennova Health, Inc. ExhibitEX-10.139 2 rennova_ex-10139.htm SECURITIES PURCHASE AGREEMENT Exhibit 10.139 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 21,…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.
