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): July 10, 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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 disclosed, on March 21, 2017 Rennova Health, Inc. (the “Company”) closed offerings of an aggregate of $16,010,260 principal amount of Senior Secured Original Issue Discount Convertible Debentures due March 21, 2019 (the “Debentures”) and warrants. The Debentures provide that holders are prohibited from converting such Debentures into common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of common stock then issued and outstanding. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that an increase in such percentage shall not be effective until 61 days after notice to the Company. Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd., two of the investors in the offerings, were issued an aggregate of $14,554,500 principal amount of Debentures. As of July 10, 2017, $11,597,282 aggregate principal amount of the Debentures purchased by the Sabby funds remained outstanding.
On July 10, 2017, the Company and the two Sabby funds agreed to amend the remaining Debentures held by such investors. The amendment provides that the 4.99% limitation is amended to be 9.99%, effective immediately. Otherwise there are no changes to the terms and conditions of the Debentures.
The foregoing description of the amendment is a summary, and is qualified by reference to such document, which is attached hereto as Exhibit 10.143.
Item 9.01. Financial Statements and Exhibits.
(d)
| Exhibit No. | Exhibit Description | |
| 10.143 | Amendment, dated July 10, 2017, among Rennova Health, Inc. and Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. | |
| 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: July 13, 2017 | RENNOVA HEALTH, INC. |
| By: /s/ Seamus Lagan | |
| Seamus Lagan | |
| Chief Executive Officer | |
| (principal executive officer) |
| 3 |
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |
| 10.143 | Amendment, dated July 10, 2017, among Rennova Health, Inc. and Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. | |
| 4 |
Exhibit 10.143
RENNOVA HEALTH, INC.
400 South Australian Avenue, Suite 800
West Palm Beach, Florida 33401
July 10, 2017
Sabby Healthcare Master Fund, Ltd.
Sabby Volatility Warrant Master Fund, Ltd.
Reference is made to those certain Senior Secured Original Issue Discount Convertible Debentures due March 21, 2019 (the “ Debentures ”) collectively held by you. Section 4(d) of the Debentures limits your beneficial ownership of the shares underlying the Debentures to 4.99% of our issued and outstanding Common Stock. The parties hereby agree to amend the “Beneficial Ownership Limitation” to be 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Debenture held by you. Except as expressly set forth above, all of the terms and conditions of the Debentures shall continue in full force and effect after the execution of this amendment and shall not be in any way changed, modified or superseded by the terms set forth herein.
Sincerely,
RENNOVA HEALTH, INC.
By: /s/ Seamus Lagan
Name: Seamus Lagan
Title: CEO
Undersigned:
Name: Sabby Healthcare Master Fund, Ltd.
Authorized Signatory: Robert Grundstein
Title: COO of Investment Manager
Signature: /s/ Robert Grundstein
Name: Sabby Volatility Warrant Master Fund, Ltd.
Authorized Signatory: Robert Grundstein
Title: COO of Investment Manager
Signature: /s/ Robert Grundstein