Current Report Filing (8-k)
December 17 2021 - 5:16PM
Edgar (US Regulatory)
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0000931059
2021-12-15
2021-12-15
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xbrli:shares
iso4217:USD
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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): December
15, 2021
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 South 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))
|
Securities registered under Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange
on which registered
|
None
|
|
None
|
|
None
|
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
5.07. Submission of Matters to a Vote of Security Holders
On
December 15, 2021, Seamus Lagan, Chief Executive Officer, President and Interim Chief Financial Officer of Rennova Health, Inc. (the
“Company”), and Alcimede LLC, of which Mr. Lagan is the sole manager, collectively the holders of 250,000 shares of Series
L Convertible Preferred Stock and an irrevocable proxy to vote all of the outstanding shares of Series M Redeemable Convertible Preferred
Stock, all of which votes with the common stock, par value $0.0001 per share (the “Common Stock”), and the Series F Convertible
Preferred Stock (the “Series F Preferred Stock”), representing approximately 53.8% of the total voting power of the Company’s
voting securities, approved by written consent in lieu of a special meeting of stockholders two proposals, each of which had been previously
approved and recommended to be approved by the stockholders by the Board of Directors of the Company.
Proposal
1: To increase the authorized shares of Common Stock of the Company from 50 billion shares to 250 billion shares.
Proposal
2: To approve an amendment to our Certificate of Incorporation, as amended, to effect a reverse stock split of all of the outstanding
shares of our Common Stock, at a specific ratio from 1-for-2,000 to 1-for-10,000, and grant authorization to our Board of Directors to
determine, in its discretion, the specific ratio and timing of the reverse split any time before December 31, 2022, subject to the Board
of Directors’ discretion to abandon such amendment.
The
stockholder approval of the above proposals will not be effective until 20 days after an information statement that has been filed with
the Securities and Exchange Commission is mailed to the holders of the Common Stock and Series F Preferred Stock.
Item
8.01. Other Events
As
a result of conversions of shares of the Company’s preferred stock, the Company had 41,316,999,999 shares of Common Stock issued
and outstanding as of December 15, 2021.
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:
December 17, 2021
|
RENNOVA
HEALTH, INC.
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|
|
|
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By:
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/s/
Seamus Lagan
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Seamus
Lagan
|
|
|
Chief
Executive Officer
|
|
|
(principal
executive officer)
|
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