RENNOVA HEALTH, INC. (NASDAQ:RNVA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement
On July 16, 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 $4,136,862 aggregate principal amount of Original Issue Discount Debentures due October 17, 2017 (the "Debentures") and warrants to purchase an aggregate of 2,120,000 shares of common stock (the "Warrants") for consideration of $2,000,000 in cash and the exchange of $1,902,700 aggregate principal amount of Original Issue Discount Debentures due September 22, 2017 issued by the Company on June 22, 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 an $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 20, 2017, it shall be an event of default under the Debentures.
The Warrants will be exercisable into shares of the Company’s common stock at any time from and after six months from the closing date at an exercise price of $0.37 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 10.144, 10.145, 10.146 and 10.147, 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 |
| 10.144 | Securities Purchase Agreement, dated as of July 16, 2017, between Rennova Health, Inc. and each purchaser identified on the pages thereto. |
| 10.145 | Form of Original Issue Discount Debenture |
| 10.146 | Form of Common Stock Purchase Warrant |
| 10.147 | 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: July 17, 2017 | RENNOVA HEALTH, INC. |
| By:/s/ Seamus Lagan | |
| Seamus Lagan | |
| Chief Executive Officer | |
| (principal executive officer) |
EXHIBIT INDEX
| Exhibit No. | Exhibit Description |
| 10.144 | Securities Purchase Agreement, dated as of July 16, 2017, between Rennova Health, Inc. and each purchaser identified on the Rennova Health, Inc. ExhibitEX-10 2 rennova_ex10144.htm SECURITIES PURCHASE AGREEMENT Exhibit 10.144 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 16,…To view the full exhibit click hereAbout 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. |
