8-K

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): November 29, 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 7.01. Regulation FD Disclosure

On November 29, 2018, Rennova Health, Inc. (the “Company”) issued a press release announcing that Seamus Lagan, our Chief Executive Officer, would be interviewed on Uptick Newswire’s “Stock Day” podcast with Everett Jolly. A copy of the press release is attached hereto as Exhibit 99.1 and a transcript of the interview is attached hereto as Exhibit 99.2.

The information furnished pursuant to this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release dated November 29, 2018
99.2	Transcript of Interview of Seamus Lagan

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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: November 29, 2018	RENNOVA HEALTH, INC.
	By:	/s/ Seamus Lagan
		Seamus Lagan
		Chief Executive Officer
		(principal executive officer)

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EX-99.1

 

UPTICK NEWSWIRE’S STOCK DAY PODCAST FEATURES CEO OF RENNOVA HEALTH, INC. TO DISCUSS GROWING REVENUE AND THE PLANNED ACQUISITION OF A THIRD HOSPITAL

WEST PALM BEACH, Fla. (November 29, 2018) – Rennova Health, Inc. (OTC: RNVAD), (OTC: RNVAW) (“Rennova” or the “Company”), a vertically integrated provider of industry-leading diagnostics and supportive software solutions to healthcare providers, that recently announced on November 26, 2018, it had signed a definitive agreement to acquire its third hospital in Tennessee announces that Seamus Lagan, Chief Executive Officer of the Company, talks with Everett Jolly on Stock Day Podcast.

Jolly started the interview by mentioning that the last time Lagan was on Stock Day he said the third quarter would continue to show improvement from the previous quarter, and it has. Jolly confirmed that Rennova reported approximately $5 million in revenue for the quarter and asked Lagan if the previous reference to $2.5 million a month in collections meant Rennova would report $7.5 million for the fourth quarter.

“The target is definitely in the range you just mentioned” said Seamus Lagan, CEO of Rennova. “In the third quarter we reported $5 million and we had an offset of about $3 million in bad debt, which hits our revenue directly. That is a number we continually monitor.”

Lagan went on to say that he believes the bad debt percentage will eventually be adjusted downward and that will help the reported revenue. Jolly then asked about the game plan going forward and asked about the two existing hospitals.

“The two hospitals are in line with what we expected,” explained Lagan. “The two hospitals at the moment, I believe, can do $2.5 million revenue a month combined, and I believe they will be profitable.”

Jolly then turned the conversation to convertible debt, asking Lagan about the pressure that the stock price has been under.

“We all believe that we are undervalued at the moment. The convertible debt has definitely confused our investors and kept a lot of pressure on our share price.” Lagan added, “We will continue to reduce that debt. I believe that the revenues and the progress that the company is making will allow us to secure much more reasonable financing going forward.”

Lagan went on to explain that the Company is constantly looking for opportunities to create value for shareholders. Jolly then pointed out that Rennova just signed an agreement to acquire a third hospital of similar size to the two the Company already owns and asked for an update on the potential acquisition.

“We made no secret of the fact that we were looking for additional hospitals in the same geographic location,” said Lagan. “This third hospital fits the model we already have. It is a beautiful facility, and it’s a city owned property so it’s in excellent condition, and we plan to close the acquisition very early in the first quarter of next year.” Lagan says he believes this third hospital will be an immediate contributor to revenue going forward.

For more on Rennova’s outlook and future plans listen to the entire podcast here:

https://upticknewswire.com/featured-interview-ceo-seamus-lagan-of-rennova-health-inc-otcqb-rnva-9/

About Rennova Health, Inc.

Rennova provides industry-leading diagnostics and supportive software solutions to healthcare providers, delivering an efficient, effective patient experience and superior clinical outcomes. Through an ever-expanding group of strategic brands that work in unison to empower customers, we are creating the next generation of healthcare. For more information, please visit www.rennovahealth.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Additional information concerning these and other risk factors are contained in the Company’s most recent filings with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

Contacts:

Rennova Health
Sebastien Sainsbury, 561-666-9818
ssainsbury@rennovahealth.com

# # #

EX-99.2

Rennova Health Interview

CEO Seamus Lagan on Uptick Newswire November 2018

Speakers: Everett Jolly and Seamus Lagan

Jolly: On today’s show I’m bringing back my returning guest and I tell you what. If this company doesn’t blow up then I’ve got to get out of the business. Because I’ll tell you what, the market cap is only at $270,000 and they’ve got millions and millions of assets. Yes, do they have a little debt? They do. But this is grossly undervalued. Take a look at Rennova Health, Inc. They trade on the OTC markets under the ticker symbol RNVA and with us today is the CEO, Director and President Seamus Lagan. Seamus, welcome back to the show.

Lagan: Everett, thank you, it’s good to be back.

Jolly: You know your third quarter showed continued improvement in revenues. You said it would back when you were on the show last time back in September. You guys this time reported about $5 million in revenue for the quarter. You also said your target was to collect about $2.5 million a month. Does that mean that you expect to report about $7.5 million in revenues in the fourth quarter? Bring us up to speed.

Lagan: That’s definitely our target Everett. I want to be careful with trying to say what we will report. We obviously have a conservative revenue recognition policy. We still have an allowance for bad debt which is deductible from contracts etc. We continue to monitor that and the target is definitely in the range you just mentioned. We don’t know if that’s what we will manage to hit but even in the third quarter we reported $5 million and we had an offset of about $3 million in bad debt, which hits our revenue directly. It’s a number that we continually monitor and as we get a few months of history under these hospitals and their collections I do believe that bad debt percentage will be adjusted downwards and will therefore increase the revenue that we report.

Jolly: Well let’s talk about that, revenue versus debt and everything. Your market cap is at $270,000, I think you are grossly undervalued. That being said, what’s the game plan going forward, M & A, how’s the health of the two hospitals that we’re in right now? If you would, extrapolate your game plan for us.

Lagan: The two hospitals are doing in line with what we expected. I think as you said, that we made previous statements on your show of what we believe, or we expect to materialize and we’ve been very close to that mark. So the two hospitals at the moment, I believe, can do $2.5 million a month combined, and I believe they will be profitable at that. We are on target to be going out the end of the year with that level of revenue. We continue to look at opportunities to add new services, look for the low hanging fruit, where can we add new services with the least capital investment. And we are very pleased with the current path that we are on with these hospitals.

Jolly: Let’s talk about the 800-pound gorilla, which I don’t really think it’s an 800-pound gorilla, in the room. Let’s talk about conversion debt. The run rate could be anywhere from 60 million to 100 million. That being said I think maybe your debt ratio is about 15 million. Let’s talk about the pressure that your stock’s been under. Where do we go from here?

Lagan: That is the big question Everett. Look, we all believe that we are undervalued at the moment. The convertible debt has definitely confused our investors and kept a lot of pressure on our share price. The reality is those investors, those institutional investors wrote checks for the company at a very high-risk time, at a time when it was very difficult to secure other capital. And they are entitled, outside of any control of the company, to convert that debt to equity. That said, we will continue to reduce that debt, hopefully, that type of financing is behind us. I believe that the revenues and the progress that the company is making will allow us to secure much more reasonable financing going forward. Look, the company continues to look at all options available to it to create value for shareholders and perhaps at some stage we will be able to secure enough money on much better terms to make a significant reduction in that existing convertible debt. Who knows? I can’t predict what we will achieve. I can just tell you that we are working very hard to make sure that we have a successful business underlying this company underlying the shares. If we can do that, we believe we will create value.

Jolly: Rennova Health is my guest today that we are highlighting here on Stock Day. You can find them on the OTC markets under the ticker symbol RNVA. This is my personal opinion, I think it’s the most undervalued stock on the OTC markets. And there’s about 10,000 of them on there. That being said, you just announced the acquisition of a third hospital. And it looks like about a similar size as the ones you currently own. What can you tell us about the acquisition and when do you expect for this to close?

Lagan: Everett, we made no secret of the fact that we were looking for additional hospitals in the same geographic location. We like this Tennessee area. We believe there are synergies in management and services and costs in having a number of hospitals in close vicinity to each other. That’s exactly what we’ve tried to do. So, this third hospital fits the model that we already have. It will deliver a lot of synergies. It’s a beautiful facility, it’s a city-owned property so the property is in excellent condition and we do plan to close on it very early in the first quarter of next year. We believe it will be an immediate contributor to revenue going forward immediately after we get it closed.

Jolly: To bring my listeners up-to-date and to give you some new fresh metrics if I will. The float now currently is 27 million shares. The market cap is around $270,000 to $300,000, stock price is at one cent. I’m a buyer here, I’ve brought you a lot of stocks to the forefront, this stock is a winner. Again, this is my personal opinion, I would buy it. Let me ask you this, Seamus, before I let you go. What would you like my listeners to take away from this interview?

Lagan: The main thing I would like the investors to appreciate is that we do continue to focus on the business. We are firm believers that if the underlying business works and the underlying business delivers an increase in revenue and is profitable and can pay its bills then we will very quickly climb out of the difficult history that we’ve had. And I have to believe that will overcome all of the short term, current, you know stock market share price related issues that our investors are more than frustrated about.

Jolly: I couldn’t have said it better. Absolutely. Let’s don’t confuse the static for right now for the future. Because you guys got a bright future. I think you’re doing a bang-up job over there. So, we have to pay the fiddler a little bit of money, but $15 million is nothing compared to the revenues that are going to start trickling in in the first and second and third quarters of 2019. In closing is there anything that we didn’t get a chance to talk about that you would like to illustrate to my listeners?

Lagan: I think you covered it all Everett. We just continue to make progress in the business and we go into ‘19 with a third hospital in contract for acquisition. We do expect and hope that closes successfully. And we continue to look at other opportunities, grow our physicians’ practices surrounding the hospitals and let’s see what 2019 brings for us.

Jolly: For my listeners, if you’re looking to get into a rural hospital on the ground floor, look no further than Rennova Health. You can find them on the OTC markets under the ticker symbol RNVA. Very undervalued here at $.01. Seamus, thank you so much for coming back on the show. It’s always a pleasure to have you on here. Keep your head up, you’re doing a bang-up job. Hopefully you’ll come back on the show here next month.

Lagan: I appreciate it. Thank you Everett.