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): August 24, 2018
Rennova
Health, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-35141
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68-0370244
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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400
S. Australian Avenue, Suite 800, West Palm Beach, Florida
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33401
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Item
3.03. Material Modification to Rights of Security Holders.
On
August 24, 2018, Rennova Health, Inc. (the “Company”) filed an Amended Certificate of Designation of Series I-2
Convertible Preferred Stock with the Secretary of State of the State of Delaware to increase the authorized number of shares
of Series I-2 Convertible Preferred Stock (the “Series I-2 Preferred Stock”) that may be issued from
11,271 to 21,346. This amendment was approved by all holders of outstanding shares of the Series I-2 Preferred Stock. As of
August 24, 2018, 421.94233 shares of Series I-2 Preferred Stock have been converted into common stock pursuant to their terms
and there were 3,485.727794 shares of Series I-2 Preferred Stock issued and outstanding.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
The
information set forth in Item 3.03 is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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.
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Date:
August 30, 2018
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RENNOVA
HEALTH, INC.
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By:
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/s/
Seamus Lagan
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Seamus
Lagan
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Chief
Executive Officer
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(principal
executive officer)
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AMENDED
CERTIFICATE OF
DESIGNATION
OF
SERIES
I-2 CONVERTIBLE PREFERRED STOCK
OF
RENNOVA HEALTH, INC.
(Pursuant
to Section 151 of the
Delaware
General Corporation Law)
Rennova
Health, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in
accordance with the provisions of Section 103 thereof, does hereby certify that:
FIRST:
A Certificate of Designation of Series I-2 Convertible Preferred Stock was originally filed with the Secretary of State of
the State of Delaware on December 15, 2017.
SECOND
:
The Board of Directors of the Corporation duly adopted the following resolutions on July 19, 2018:
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RESOLVED
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That
the number of shares of Preferred Stock of the Corporation designated as Series I-2 Convertible Preferred Stock be increased
to 21,346 shares and that Section 2 of the Certificate of Designation of Series I-2 Convertible Preferred Stock be deleted
in its entirety and replaced with the following:
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“
Section
2
.
Designation, Amount and Par Value
. The series of the preferred stock shall be designated as its Series I-2
Convertible Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be up to
21,346 (which shall not be subject to increase without the written consent of all of the holders of the Preferred Stock
(each, a “
Holder
” and, collectively, the “
Holders
”)). Each share of the Preferred
Stock shall have a par value of $0.01 per share and a stated value equal to $1,000, subject to increase set forth in Section
3 below (the “
Stated Value
”).”
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RESOLVED
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That,
in the third Whereas clause in the Certificate of Designation of Series I-2 Convertible Preferred Stock, the number 11,271
shall be deleted and replaced with the number 21,346.
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RESOLVED
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That
except as expressly amended above, the Certificate of Designation of Series I-2 Convertible Preferred Stock shall remain
in full force and effect without further modification or amendment.
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RESOLVED
:
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That
any officer of the Corporation be, and they hereby are, authorized and directed, in the name and on behalf of the Corporation,
to file the Amended Certificate of Designation in accordance with the provisions of Delaware General Corporation Law and to
take such actions as they may deem necessary or appropriate to carry out the intent of the foregoing resolutions.
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THIRD
:
This Amended Certificate of Designation of Series I-2 Convertible Preferred Stock has been approved by all of the holders of the
outstanding Series I-2 Convertible Preferred Stock.
FOURTH
:
The aforesaid resolutions were duly and validly adopted in accordance with the applicable provisions of Section 151 of the General
Corporation Law of the State of Delaware and the Certificate of Incorporation and By-Laws of the Corporation.
IN
WITNESS WHEREOF
, the Corporation has caused this Amended Certificate of Designation to be executed by its Chief Executive
Officer, this 24th day of August, 2018.
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RENNOVA
HEALTH, INC.
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By:
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/s/
Seamus Lagan
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Name:
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Seamus
Lagan
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Title:
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Chief
Executive Officer
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