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 22, 2017, Rennova Health, Inc. (the Company) closed an
offering of $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 offering was to the terms of
the previously announced Securities Purchase Agreement, dated as
of June 21, 2017 (the Purchase Agreement), between the Company
and certain existing institutional investors of the Company.
The Purchase Agreement provides that, for a one-year period after
the closing date, the purchasers 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 are 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.
Holders of Warrants are prohibited from exercising such Warrants
for common stock if, as a result of such 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.
The Debentures are 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 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, and/or Rule 506 of Regulation D promulgated thereunder
as transactions by an issuer not involving any 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 10.139, 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 (incorporated by reference to Exhibit 10.139 of the Companys Current Report on Form 8-K filed on June 22, 2017) |
|
10.140 |
Form of Original Issue Discount Debenture (incorporated by reference to Exhibit 10.140 of the Companys Current Report on Form 8-K filed on June 22, 2017) |
|
10.141 |
Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.141 of the Companys Current Report on Form 8-K filed on June 22, 2017) |
|
10.142 |
Form of Subsidiary Guarantee (incorporated by reference to Exhibit 10.142 of the Companys Current Report on Form 8-K filed on June 22, 2017) |
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 26, 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 |
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 +0.022 at 0.390 with 594,701 shares trading hands.