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): September 14, 2018

 

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 3.03. Material Modification to Rights of Security Holders.

 

As previously announced, Rennova Health, Inc. (the “Company”) issued Series B Common Stock Purchase Warrants (the “Series B Warrants”) on March 21, 2017 with a term of 18 months. On May 20, 2018, the term of certain of these Series B Warrants was extended for 90 days. On September 14, 2018, the term of these Series B Warrants was further extended to June 21, 2019. As of September 14, 2018, the Series B Warrants subject to these extensions are exercisable into an aggregate of 16,901,769,327 shares of common stock of the Company.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

  Exhibit No.   Exhibit Description
       
  10.171   Series B Warrant Extension Agreement, dated September 14, 2018, between Rennova Health, Inc. and the investors signatory thereto

 

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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: September 17, 2018 RENNOVA HEALTH, INC.
     
  By: /s/ Seamus Lagan
    Seamus Lagan
    Chief Executive Officer
    (principal executive officer)

 

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RENNOVA HEALTH, INC.

SERIES B WARRANT EXTENSION AGREEMENT

(this “Agreement”)

 

  September 14, 2018

 

Reference is made to those certain Series B Common Stock Purchase Warrants (“ Warrants ”) of Rennova Health, Inc. (the “ Company ”) issued on March 21, 2017 and set to terminate on December 21, 2018 (“ Termination Date ”) and held by Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. (the “ Sabby Funds ”).

 

The Company hereby extends the Termination Date of the Warrants to June 21, 2019. No further action is required by either party to effectuate such extension. The Company shall reflect the extension on its books and records and, at the request of the Sabby Funds and upon surrender of the Warrant certificates, promptly issue a new certificate of the Warrants reflecting this extension of the Termination Date.

 

On or before 9:30 a.m., New York time, on September 17, 2018, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement in the form required by the Exchange Act and attaching the form of this Agreement (including all attachments, the “ 8-K Filing ”). From and after the issuance of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Holders by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents.

 

  RENNOVA HEALTH, INC.
 
  By: /s/ Seamus Lagan
  Name: Seamus Lagan
 

Title:

Chief Executive Officer

 

SABBY HEALTHCARE MASTER FUND, LTD.  
   
By: /s/ Robert Grundstein  
Name: Robert Grundstein  
Title: COO of Investment Manager  
     
SABBY VOLATILITY WARRANT MASTER FUND, LTD.
   
By: /s/ Robert Grundstein  
Name: Robert Grundstein  
Title:

COO of Investment Manager