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 earlit event reported): October 13, 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):

 

[  ] 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 1.01 Entry into a Material Definitive Agreement.

 

As previously announced, on September 19, 2017 Rennova Health, Inc. (the “Company”) closed offerings of an aggregate of $9,016,136 principal amount of Senior Secured Original Issue Discount Convertible Debentures due September 19, 2019 (the “Debentures”) and Warrants to purchase shares of the Company’s common stock. Pursuant to the terms of a Second Amendment, dated as of October 19, 2017 (the “Amendment”), the Company and the purchasers of the Debentures amended the amortization terms of the Debentures so that the Debentures would begin to amortize immediately. Amortization can directly affect the dilution adjustment of warrants issued by the Company as fully described in our recently effective registration statement on Form S-1, File No. 219145. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety be reference to the full text of the Amendment, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

The information set forth in Item 1.01 is incorporated herein by reference.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

On October 13, 2017, Michael Pollack resigned as Interim Chief Financial Officer of the Company. In submitting his resignation, Mr. Pollack did not express any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company is currently seeking a full-time Chief Financial Officer.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

  10.159 Second Amendment, dated as of October 19, 2017, among Rennova Health, Inc. and Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd.

 

Page 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: October 19, 2017 RENNOVA HEALTH, INC.
     
  By: /s/ Seamus Lagan
    Seamus Lagan
    Chief Executive Officer
    (principal executive officer)

 

Page 3
 

 

 

SECOND AMENDMENT

 

Second Amendment, dated as of October 19, 2017 (this “Amendment”), among Rennova Health, Inc., a Delaware corporation (the “Company”), and Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. (each, an “Investor” and, collectively, the “Investors”).

 

WHEREAS, the Company and the Investors are parties to the Securities Purchase Agreement, dated as of August 31, 2017 (the “Purchase Agreement”);

 

WHEREAS, the Company and each Investor are parties to Exchange Agreements, dated as of August 31, 2017 (the “Exchange Agreements”);

 

WHEREAS, pursuant to the Purchase Agreement and the Exchange Agreements, the Company issued Debentures and Warrants (as such terms are defined in the Purchase Agreement and the Exchange Agreements) to the Investors;

 

WHEREAS, the Purchase Agreement, the Exchange Agreements, the Debentures and the Warrants were amended pursuant to the Amendment, dated as of October 16, 2017; and

 

WHEREAS, the Company and the Investors desire further to amend the Debentures.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1.        Debentures

 

(a)       The definition of the term “Monthly Amortization Amount” in the Debentures is deleted in its entirety and replaced with the following:

 

“ Monthly Amortization Amount ” means (i) for each month from October through December 2017, $100,000 and (ii) for each month from January 2018 through September 2019, the lesser of $[5% of the principal amount] and the then outstanding principal amount of this Debenture, plus liquidated damages and any other amounts then owing to the Holder in respect of this Debenture.

 

(b)       The definition of the term “Monthly Amortization Date” in the Debentures is deleted in its entirety and replaced with the following:

 

“ Monthly Amortization Date ” means the 1 st of each month, commencing on October 1, 2017.

 

2.        Representations . The Investors represent and warrant to the Company that they are the record owners of all of the Debentures.

 

3.        Counterparts . This Amendment may be executed in any number of counterparts, all of which taken together shall be considered one and the same agreement.

 

 
 

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

 

  RENNOVA HEALTH, INC.
     
  By: /s/ Seamus Lagan 
  Name: Seamus Lagan
  Title: Chief Executive Officer
     
  SABBY HEALTHCARE MASTER FUND,
  LTD.
     
  By: Sabby Management, LLC, its
    Investment Manager
     
  By: /s/ Robert Grundstein
  Name: Robert Grundstein
  Title: COO 
     
  SABBY VOLATILITY WARRANT
  MASTER FUND, LTD.
     
  By: Sabby Management, LLC, its
    Investment Manager
     
  By: /s/ Robert Grundstein
  Name: Robert Grundstein
  Title: COO

 

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