As filed with the Securities and Exchange Commission on April 25, 2016

 

Registration Statement No.  333− _________

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

________________

 

RENNOVA HEALTH, INC.

(Exact name of registrant as specified in its charter)

________________

 

Delaware 68-0370244

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

400 S. Australian Avenue, Suite 800

West Palm Beach, Florida

33401
(Address of Principal Executive Offices) (Zip Code)

 

Tegal Corporation 2007 Incentive Award Plan

(Full title of the plan)

________________

 

Seamus Lagan

President, Chief Executive Officer and Director

Rennova Health, Inc.

400 S. Australian Avenue, Suite 800

West Palm Beach, Florida 33401

(Name and address of agent for service)

 

(561) 855-1626

(Telephone number, including area code, of agent for service)

________________

 

With a copy to:

 

J. Thomas Cookson

Akerman LLP

Three Brickell City Centre

98 Southeast Seventh Street

Miami, Florida 33131

(305) 374-5600

________________

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company x
(Do not check if a small reporting company.)  

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered   Amount to be
Registered 		  Proposed
Maximum
Offering Price
Per Share (2) 		    Proposed
Maximum
Aggregate
Offering Price (2) 		   

Amount of

Registration Fee (2)

 
Common Stock, $0.01 par value (1)   49,953,351 shares   $ 0.64     $ 31,970,144.64     $ 3,219.40  

 

(1) Pursuant to Rule 416, this Registration Statement shall also cover any additional shares of common stock which may become issuable under the Tegal Corporation 2007 Incentive Award Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of common stock.
   
(2) Calculated pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low price per share of our common stock as reported on NASDAQ on April 22, 2016.
   
  This Registration Statement will become effective upon filing in accordance with Rule 462(a) under the Securities Act.

 

 

 

REGISTRATION OF ADDITIONAL SECURITIES

 

On October 30, 2015, the stockholders of Rennova Health, Inc. (formerly known as CollabRx, Inc., the “ Company ,” “ Rennova ,” or the “ Registrant ”) approved an amendment to the Tegal Corporation 2007 Incentive Award Plan (“ 2007 Plan ”) to increase the aggregate number of shares of the Company’s Common Stock, par value $0.01 per share (“ Common Stock ”), authorized for issuance under the 2007 Plan to 50,000,000 shares of Common Stock.

 

By registration statements on Form S-8 (File Nos. 333-147587, 333-169673, and 333-175388) filed with the Securities and Exchange Commission (the “ SEC ”) on November 21, 2007, September 30, 2010, and July 7, 2011 (the “ Prior Registration Statements ”), the Registrant registered 16,334, 10,315, and 20,000 shares of Common Stock, respectively, issuable under the 2007 Plan.   The Registrant is hereby registering an additional 49,953,351 shares of Common Stock issuable under the 2007 Plan, none of which has been issued as of the date of this Registration Statement.  The contents of the Prior Registration Statements are incorporated by reference herein.  All share amounts contained herein give effect to the 1-for-10 reverse stock split effected by the Company on November 2, 2015.

 

 

 

 

 

 

 

 

 

 

 

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PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The document(s) containing the information required by Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 428(b)(1) and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the “Commission” or “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

 

 

 

 

 

 

 

 

 

 

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PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The SEC allows us to provide information about our business and other important information to you by “incorporating by reference” the information we file with the SEC, which means that we can disclose the information to you by referring in this prospectus to the documents we file with the SEC. Under the SEC’s regulations, any statement contained in a document incorporated by reference in this prospectus is automatically updated and superseded by any information contained in this prospectus, or in any subsequently filed document of the types described below.

 

We hereby incorporate by reference into this Registration Statement the following documents or portions thereof as indicated which we have filed with Commission:

 

(a) Our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on April 19, 2016,
(b) Our Current Reports on Form 8-K, filed on February 1, 2016, March 22, 2016, March 29, 2016 and April 6, 2016; and
(c) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 01-26824) deemed effective by the SEC on October 18, 1995, including any subsequent amendments or reports filed for the purposes of updating such description.

In addition, all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

 

We will provide to you, upon request, a copy of each of our filings at no cost. Please make your request by writing or telephoning us at the following address or telephone number:

 

RENNOVA HEALTH, INC.
400 S. Australian Avenue, Suite 800

West Palm Beach, Florida 33401
Tel: (561) 855-1626

 

You should rely only on the information incorporated by reference or provided in this prospectus or any supplement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents.

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 

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Item 6. Indemnification of Directors and Officers.

 

The following is a summary of the statutes, certificate of incorporation, and bylaw provisions or other arrangements under which Rennova's directors and officers are insured or indemnified against liability in their capacities as such. All the directors and officers of Rennova are covered by insurance policies maintained and held in effect by Rennova against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act.

 

Section 145 of Delaware General Corporation Law.

 

Rennova is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law (“ DGCL ”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful.

 

Section 145 also provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. However, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of Delaware or such other court shall deem proper.

 

Section 145 provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to above, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith; provided that indemnification provided for by Section 145 or granted pursuant thereto shall not be deemed exclusive of any other rights to which the indemnified party may be entitled.

 

A Delaware corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person's status as such whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

 

Certificate of Incorporation Provisions on Exculpation and Indemnification.

 

Rennova's Certificate of Incorporation, as amended provides that the personal liability of the directors of Rennova is eliminated to the fullest extent permitted by paragraph (7) of Subsection 102 of the DGCL which provides that a director of Rennova shall not be personally liable to either Rennova for any of its stockholders for monetary damages for a breach of fiduciary duty except for: (i) breaches of the duty of loyalty to the corporation or its stockholders; (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of the law; (iii) as required by Section 174 of the DGCL; or (iv) a transaction resulting in an improper personal benefit. In addition the corporation has the power to indemnify any person serving as a director, officer or agent of the corporation to the fullest extent permitted by law.

 

Bylaws Provisions on Indemnification.

 

The Rennova bylaws generally provide that Rennova shall indemnify, to the fullest extent permitted by applicable law as it presently exists or may thereafter be amended, certain covered persons who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of Rennova or, while a director or officer of Rennova, is or was serving at the request of Rennova as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such covered person. The Rennova bylaws further specifies that the rights provided in the bylaws shall not be exclusive of any other rights that the covered person may have or thereafter acquire under any statute, provision of the Rennova charter, the Rennova bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

 

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Item 7. Exemption From Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Exhibit No.   Description
   
3.1  

Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013).

     
3.2  

Restated Bylaws of Tegal Corporation (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on November 3, 2006).

     
3.3  

Certificate of Amendment to Certificate of Incorporation of CollabRx, Inc., filed November 2, 2015 (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the SEC on November 6, 2015).

     
3.4  

Certificate of Designation for Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2015).

     
3.5  

Certificate of Designation for Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2015).

     
3.6   Certificate of Designation for Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2015).
     
3.7  

Certificate of Amendment to Certificate of Incorporation of Rennova Health, Inc., filed March 9, 2016 (incorporated by reference to Exhibit 3.6 of the Company’s Annual Report on Form 10-K filed with the SEC on April 19, 2016).

     
5.1  

Opinion of Akerman LLP.

     
10.1  

Tegal Corporation 2007 Incentive Award Plan (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on September 30, 2010).

     
10.2  

Amendment to the Tegal Corporation 2007 Incentive Award Plan (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on July 7, 2011).

     
10.3  

Amendment to the Tegal Corporation 2007 Incentive Award Plan.

     
23.1  

Consent of Akerman LLP (included in Exhibit 5.1).

     
23.2  

Consent of Green & Company, CPAs.

     
24.1   Power of Attorney (included on signature pages).

 

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Item 9. Undertakings.

 

The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

ii. To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

 

iii. To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
   
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
   
(4) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
   
(5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Palm Beach, State of Florida, on this 25 th day of April, 2016.

 

  RENNOVA HEALTH, INC.
     
  By: /s/ Seamus Lagan
  Name: Seamus Lagan
Title: President, Chief Executive Officer and Director
(principal executive officer)

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Seamus Lagan and Jason Adams, and each of them acting alone, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Seamus Lagan   President, Chief Executive Officer and Director   April 25, 2016
Seamus Lagan   (principal executive officer)    
         
/s/ Jason Adams   Chief Financial Officer   April 25, 2016
Jason Adams   (principal financial and accounting officer)    
         
/s/ Thomas R. Mika   Chairman and Director   April 25, 2016
Thomas R. Mika        
         
/s/ Dr. Paul Billings   Director   April 25, 2016
Dr. Paul Billings        
         
/s/ Christopher Diamantis   Director   April 25, 2016
Christopher Diamantis        
         
/s/ Benjamin Frank   Director   April 25, 2016
Benjamin Frank        
         

/s/ Michael L. Goldberg

  Director   April 25, 2016
Michael L. Goldberg        
         
/s/ Robert Lee   Director   April 25, 2016
Robert Lee        

 

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EXHIBIT INDEX

 

Exhibit

Number

 

Description

   
5.1   Opinion of Akerman LLP.
     
10.3   Amendment to the Tegal Corporation 2007 Incentive Award Plan.
     
23.1   Consent of Akerman LLP (included in Exhibit 5.1).
     
23.2   Consent of Green & Company, CPAs.
     
24.1   Power of Attorney (set forth on the signature page to this Registration Statement).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  9  

 

Exhibit 5.1

 

Akerman LLP

Three Brickell City Centre

98 Southeast Seventh Street

Suite 1100

Miami, FL 33131

Tel: 305.374.5600

Fax: 305.374.5095

 

 

April 25, 2016

 

 

Rennova Health, Inc.

400 S. Australian Avenue

Suite 800

West Palm Beach, FL 33401

 

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Rennova Health, Inc., a Delaware corporation (the " Company "), in connection with the preparation and filing with the Securities and Exchange Commission (the " Commission ") of a Registration Statement on Form S-8 (the " Registration Statement "), under the Securities Act of 1933, as amended (the " Act "). The Registration Statement relates to the offering and sale by the Company of up to 49,953,351 shares of the Company's Common Stock, par value $0.01 per share (the " Shares "), to be issued pursuant to awards (" Awards ") to be granted under the Tegal Corporation 2007 Incentive Award Plan (the " Plan ").

 

In connection with this opinion letter, we have examined the Registration Statement and such corporate records, documents, instruments and certificates of public officials and of the Company that we have deemed necessary for the purpose of rendering the opinions set forth herein. We have also reviewed such matters of law as we considered necessary or appropriate as a basis for the opinion set forth below.

 

This opinion letter is being furnished in accordance with the requirements of Item 601 of Regulation S-K under the Act. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or implied beyond the opinions expressly so stated.

 

With your permission, we have made and relied upon the following assumptions, without any investigations or inquiry by us, and our opinion expressed below is subject to, and limited and qualified by the effect of, such assumptions: (i) all corporate records furnished to us by the Company are accurate and complete; (ii) the Registration Statement filed by the Company with the Commission is identical to the forms of the documents that we have reviewed; (iii) all statements as to factual matters that are contained in the Registration Statement (including the exhibits to the Registration Statement) are accurate and complete; (iv) the Company will at all times reserve a sufficient number of shares of its unissued common stock as is necessary to provide for the issuance of the Shares; and (v) with respect to documents that we reviewed in connection with this opinion letter, all documents submitted to us as originals are authentic, all documents submitted to us as certified, facsimile or photostatic copies conform to originals of such documents, all such original documents are authentic, the signatures on all documents are genuine, and all natural persons who have executed any of the documents have the legal capacity to do so.

 

Based upon the foregoing, and subject to further assumptions and qualifications set forth herein, it is our opinion that the Shares have been duly authorized, and that when the Shares are issued upon full payment therefor in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable shares of the Company's common stock.

 

We express no opinion as to matters governed by laws of any jurisdiction other than the federal laws of the United States and the Delaware General Corporation Law. We neither express nor imply any obligation with respect to any other laws or the laws of any other jurisdiction or of the United States. For purposes of this opinion, we assume that the Shares will be issued in compliance with all applicable state securities or blue sky laws.

 

We assume no obligation to update or supplement this opinion letter if any applicable laws change after date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressly so stated. Without limiting the generality of the foregoing, we neither express nor imply any opinion regarding the contents of the Registration Statement, other than as expressly stated herein with respect to the Shares.

 

This opinion letter is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.

 

We consent to your filing a copy of this opinion as Exhibit 5.1 to the Registration Statement. In giving such permission, we do not admit hereby the we come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

 

 

/s/ Akerman LLP

 

 

 

Exhibit 10.3

 

AMENDMENT TO THE

 

TEGAL CORPORATION

 

2007 INCENTIVE AWARD PLAN

 

WHEREAS, Rennova Health, Inc., a Delaware corporation (the “Company”), currently maintains and sponsors the Tegal Corporation 2007 Incentive Award Plan (the “Plan”); and

 

WHEREAS , Section 15.1 of the Plan provides that the Company may amend the Plan from time to time; and

 

WHEREAS , the Company has determined it to be in its best interests to amend the Plan as set forth herein; and

 

NOW, THEREFORE , effective upon the Company's Stockholders' approval as set forth in Section 15.1 of the Plan, the following amendment to the Plan is hereby adopted:

 

1.      Section 3.1(a) of the Plan shall be amended to authorize fifty million (50,000,000) shares of Company common stock for issuance as awards under the Plan and to provide that no more than fifty million (50,000,000) shares of Company common stock may be issued upon the exercise of an incentive stock option.

 

2.      Section 3.3 of the Plan shall be amended to authorize that the maximum number of shares of Company common stock that may be granted to any one Participant pursuant to the Plan during any calendar year shall be seven million five hundred thousand (7,500,000).

 

3.      Except as modified by this Amendment, all of the terms and conditions of the Plan shall remain valid and in full force and effect.

 

IN WITNESS WHEREOF , the undersigned, a duly authorized officer of the Company, has executed this instrument as of the 9 th day of March 2016, on behalf of the Company.

 

RENNOVA HEALTH, INC.

 

By /s/ Seamus Lagan

Name: Seamus Lagan
Title: President and Chief Executive Officer

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 19, 2016, relating to the consolidated financial statements of Rennova Health, Inc., which appears in Rennova Health, Inc.’s Annual Form 10-K for the year ended December 31, 2015.

 

 

 

/s/ Green & Company, CPAs

Temple Terrace, FL

April 25, 2016