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 18, 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
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(Registrant’s
Telephone Number, Including Area Code)
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_____________________________
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(Former
Name or Former Address, if Changed Since Last Report)
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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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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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. [ ]
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously announced, on August 22, 2018 the holders of a majority of the total voting power of the voting securities of
Rennova Health, Inc. (the “Company”) approved by written consent an amendment (the “Amendment”) to
the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock
from 3,000,000,000 to 10,000,000,000 shares. The Company filed the Amendment with the Secretary of State of the State of
Delaware on September 18, 2018.
A
copy of the Amendment is filed as an exhibit to this Current Report on Form 8-K and 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:
September 19, 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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CERTIFICATE
OF AMENDMENT
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TO
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CERTIFICATE
OF INCORPORATION
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OF
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RENNOVA
HEALTH, INC.
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It
is hereby certified that:
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1.
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The name of the
corporation is Rennova Health, Inc. (the “Corporation”), a corporation duly organized and existing under the General
Corporation Law of the State of Delaware (the “DGCL”).
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2.
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The Certificate
of Incorporation of the Corporation, as amended, is hereby amended by deleting Article FOURTH, Paragraph A thereof and inserting
in lieu of said Paragraph the following new Article FOURTH, Paragraph A:
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“The
total number of shares of all classes of capital stock which the Corporation shall have authority to issue is ten billion and
five million (10,005,000,000) shares, comprised of ten billion (10,000,000,000) shares of Common Stock, par value $.0001 per share,
and five million (5,000,000) shares of Preferred Stock, par value $0.01 per share. The designation, powers, preferences and relative,
participating, option or other special rights, including voting rights, qualifications, limitations or restrictions of the Preferred
Stock shall be established by resolution of the Board of Directors pursuant to Section 151 of the General Corporation Law of the
State of Delaware.”
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3.
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The amendment of
the Certificate of Incorporation herein certified has been duly adopted by the Board of Directors and the stockholders of
the Corporation in accordance with the provisions of Section 242 of the DGCL.
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IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Certificate of Incorporation to be executed by its
duly authorized officer this 18
th
day of September, 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 and President
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