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): February 7, 2017
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 7, 2017, the Board of Directors of Rennova Health, Inc. (the “Company”) approved an amendment to the Company’s Certificate of Incorporation (the “Amendment”), to effect a 1-for-30 reverse stock split of the Company’s shares of common stock to be effective on February 22, 2017. As previously announced, on December 22, 2016, the stockholders of the Company approved an amendment to the Company’s Certificate of Incorporation to effect a reverse split of all of the Company’s shares of common stock at a specific ratio within a range from 1-for-10 to 1-for-30, and granted authorization to the Board of Directors to determine in its discretion the specific ratio and timing of the reverse split prior to December 31, 2017.
As a result of the reverse stock split, every 30 shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share of the Company’s common stock. Proportionate voting rights and other rights of common stockholders will not be affected by the reverse stock split, other than as a result of the rounding up of fractional shares. Stockholders who would otherwise hold a fractional share of common stock will receive an increase to their common stock as the common stock will be rounded up to a full share. No fractional shares will be issued in connection with the reverse stock split.
The reverse stock split will become effective at 5:00 pm, Eastern Time, on February 22, 2017 and the Company’s common stock will trade on the NASDAQ Capital Market on a post-split basis at the open of business on February 23, 2017. The par value and other terms of the common stock will not be affected by the reverse stock split. The authorized capital of the Company of 500,000,000 shares of common stock and 5,000,000 shares of preferred stock, also will not be affected by the reverse plit.
All outstanding preferred shares, stock options, warrants, and equity incentive plans immediately prior to the reverse stock split will be appropriately adjusted by dividing the number of shares of common stock into which the preferred shares, stock options, warrants and equity incentive plans of the common stock are exercisable or convertible by 30 and multiplying the exercise or conversion price by 30, as a result of the reverse stock split.
The Company’s transfer agent, Computershare Inc., is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock.
On February 7, 2017, the Company issued a press release with respect to the reverse stock split described above, which is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
As of February 6, 2017, the Company has outstanding 151,982,612 shares of common stock, 215 shares of Series G Convertible Preferred Stock and 3,909 shares of Series H Convertible Preferred Stock.
Item 9.01. Financial Statements and Exhibits.
| (d) Exhibits. | ||
| Exhibit | ||
| Number | Description | |
| 99.1 | Press Release dated February 7, 2017 |
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SIGNATURE
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.
| February 7, 2017 | By: |
/s/ Seamus Lagan | ||
| Seamus Lagan, Chief Executive Officer |
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EXHIBIT 99.1 – PRESS RELEASE DATED FEBRUARY 7, 2017
RENNOVA HEALTH, INC. ANNOUNCES REVERSE STOCK SPLIT
WEST PALM BEACH, FLORIDA – February 7, 2017 – Rennova Health, Inc. (NASDAQ: RNVA)(NASDAQ: RNVAZ) today announced that effective at 5:00 pm, Eastern Time, on February 22, 2017 (the “Effective Time”), the Company will effect a 1 for 30 reverse stock split of its outstanding common stock. The Company’s common stock will open for trading on The NASDAQ Capital Market on February 23, 2017 on a post-split basis.
The reverse stock split is intended to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The NASDAQ Capital Market. As a result of the reverse stock split, every 30 shares of the Company’s common stock issued and outstanding on the Effective Time will be consolidated into one issued and outstanding share, except to the extent that the reverse stock split results in any of the Company’s stockholders owning a fractional share, which would be rounded up to the next highest whole share. In connection with the reverse stock split, there will be no change in the nominal par value per share of $0.01.
Trading of the Company’s common stock on The NASDAQ Capital Market will continue, on a split-adjusted basis, with the opening of the markets on Thursday, February 23, 2017, under the existing trading symbol “RNVA” under a new CUSIP number. Based on the number of shares currently outstanding, the reverse stock split will reduce the number of shares of the Company’s common stock outstanding from approximately 152.0 million pre-reverse split shares to approximately 5.1 million post-reverse split.
All outstanding preferred shares, stock options, warrants, and equity incentive plans immediately prior to the reverse stock split will be appropriately adjusted by dividing the number of shares of common stock into which the preferred shares, stock options, warrants and equity incentive plans are exercisable or convertible by 30 and multiplying the exercise or conversion price by 30, as a result of the reverse stock split.
The Company has retained its transfer agent, Computershare, Inc., to act as its exchange agent for the reverse stock split. Computershare will provide stockholders of record as of the Effective Time a letter of transmittal providing instructions for the exchange of their stock certificates. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers’ particular processes, and will not be required to take any action in connection with the reverse stock split.
The reverse stock split was approved by the directors of the Company on February 7, 2017, pursuant to a resolution adopted by the stockholders of the Company at the annual meeting of stockholders held on December 22, 2016.
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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
Investors
LHA
Kim Golodetz
212-838-3777
Kgolodetz@lhai.com
Bruce Voss
310-691-7100
Bvoss@lhai.com
Source: Rennova Health, Inc.
Released February 7, 2017
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