UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 18, 2018
Rennova Health, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-35141 | 68-0370244 | |
(Commission File Number) | (I.R.S. Employer Identification No.) |
400 S. Australian Avenue, Suite 800, West Palm Beach, Florida | 33401 | |
(Address of Principal Executive Offices) | (Zip Code) |
(561) 855-1626 |
(Registrant’s Telephone Number, Including Area Code) |
_____________________________ |
(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously announced, on August 22, 2018 the holders of a majority of the total voting power of the voting securities of Rennova Health, Inc. (the “Company”) approved by written consent an amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 3,000,000,000 to 10,000,000,000 shares. The Company filed the Amendment with the Secretary of State of the State of Delaware on September 18, 2018.
A copy of the Amendment is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Exhibit Description | |
3.18 | Certificate of Amendment to Certificate of Incorporation of Rennova Health, Inc., filed September 18, 2018 |
2 |
SIGNATURES
Pursuant 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: September 19, 2018 | RENNOVA HEALTH, INC. | |
By: | /s/ Seamus Lagan | |
Seamus Lagan | ||
Chief Executive Officer | ||
(principal executive officer) |
3 |
CERTIFICATE OF AMENDMENT | ![]() | |
TO | ||
CERTIFICATE OF INCORPORATION | ||
OF | ||
RENNOVA HEALTH, INC. |
It is hereby certified that:
1. | The name of the corporation is Rennova Health, Inc. (the “Corporation”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”). |
2. | The Certificate of Incorporation of the Corporation, as amended, is hereby amended by deleting Article FOURTH, Paragraph A thereof and inserting in lieu of said Paragraph the following new Article FOURTH, Paragraph A: |
“The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is ten billion and five million (10,005,000,000) shares, comprised of ten billion (10,000,000,000) shares of Common Stock, par value $.0001 per share, and five million (5,000,000) shares of Preferred Stock, par value $0.01 per share. The designation, powers, preferences and relative, participating, option or other special rights, including voting rights, qualifications, limitations or restrictions of the Preferred Stock shall be established by resolution of the Board of Directors pursuant to Section 151 of the General Corporation Law of the State of Delaware.”
3. | The amendment of the Certificate of Incorporation herein certified has been duly adopted by the Board of Directors and the stockholders of the Corporation in accordance with the provisions of Section 242 of the DGCL. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Certificate of Incorporation to be executed by its duly authorized officer this 18th day of September, 2018.
RENNOVA HEALTH, INC. | ||
By: | /s/ Seamus Lagan | |
Name: | Seamus Lagan | |
Title: | Chief Executive Officer and President |