Attached files

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EX-23.1 - CONSENT - Rennova Health, Inc.rennova_ex2301.htm
EX-99.1 - MEDYTOX AUDITED FINANCIAL STATEMENTS - Rennova Health, Inc.rennova_ex9901.htm
EX-99.5 - UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS - Rennova Health, Inc.rennova_ex9905.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

(Amendment No. 4)

 

CURRENT REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): November 6, 2015

 

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))

 

 

 

   
 

 

EXPLANATORY NOTE

 

On November 6, 2015, Rennova Health, Inc. (formerly known as CollabRx, Inc.) (the “Company”) filed with the Securities and Exchange Commission (the “SEC” or “Commission”) a Current Report on Form 8-K (“Original Form 8-K”) disclosing, among other things, the completion of the merger (the “Merger”) of CollabRx Merger Sub, Inc., a direct wholly owned subsidiary of the Company formed for the purpose of the Merger, and Medytox Solutions, Inc. ("Medytox"). On November 18, 2015, the Company filed Amendment No. 1 to the Original Form 8-K to provide (1) the audited consolidated financial statements of Medytox for the years ended December 31, 2014 and 2013, (2) unaudited consolidated financial statements of Medytox for the three and six months ended June 30, 2015 and 2014, and (3) pro forma financial information. On November 20, 2015, the Company filed Amendment No. 2 to the Original Form 8-K to provide (1) the unaudited consolidated financial statements of Medytox for the three and nine months ended September 30, 2015 and (2) pro forma financial information. On December 7, 2015, the Company filed Amendment No. 3 to the Original Form 8-K to reclassify certain capital lease obligations as current liabilities in Exhibits 99.4 and 99.5.

 

On December 10, 2015, the Commission issued an order instituting administrative and cease and desist proceedings (the “Order”) against DKM Certified Public Accountants, Inc. (“DKM”). DKM previously audited the financial statements of Medytox for the year ended December 31, 2013. The matters pertaining to the Order did not relate to DKM’s audit of the financial statements of Medytox. Pursuant to the Order, DKM is denied the privilege of appearing or practicing before the Commission as an accountant. As a result, the Company engaged Green & Company, CPAs (“Green & Company”) to re-audit Medytox’s financial statements for the year ended December 31, 2013.  Travis Green, the managing partner of Green & Company, was previously a partner with DKM and was a member of the DKM assurance team that audited Medytox’s financial statements for the year ended December 31, 2013. Mr. Green was not a subject of the Order. The purpose of this Amendment No. 4 to the Original Form 8-K is to (1) delete Exhibit 23.2, the Consent of DKM, (2) provide for an updated Exhibit 23.1, Consent of Green & Company, (3) provide an updated Exhibit 99.1, Audited Consolidated Financial Statements of Medytox Solutions, Inc. for the years ended December 31, 2014 and 2013, and (4) provide an updated Exhibit 99.5, Unaudited Pro Forma Condensed Combined Financial Statements to account for the purchase price allocation associated with the Merger. Except as set forth herein, the Original Form 8-K, as amended by Amendment No. 1, Amendment No. 2, and Amendment No. 3, remains unchanged.

 

Item 9.01.             Financial Statements and Exhibits.

 

(a)           Financial Statements of Business Acquired.

 

The financial statements of Medytox required by Item 9.01(a) are filed as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.4 to this Current Report on Form 8-K/A and are incorporated herein by reference.

 

(b)           Pro Forma Financial Information.

 

The pro forma financial information of the Company and Medytox required by Item 9.01(b) is filed as Exhibit 99.3 and Exhibit 99.5 to this Current Report on Form 8-K/A and is incorporated herein by reference.

 

(d)           Exhibits

 

  Exhibit No. Description                                     
  23.1 Consent of Green & Company, CPAs.
     
  99.1 Audited Consolidated Financial Statements of Medytox Solutions, Inc. for the years ended December 31, 2014 and 2013.
     
  99.2 Unaudited Condensed Consolidated Financial Statements of Medytox Solutions, Inc. for the three and six months ended June 30, 2015 and 2014.*
     
  99.3 Unaudited Pro Forma Condensed Combined Financial Statements.*
     
  99.4 Unaudited Condensed Consolidated Financial Statements of Medytox Solutions, Inc. for the three and nine months ended September 30, 2015.**
     
  99.5 Unaudited Pro Forma Condensed Combined Financial Statements.
     

  

*Previously filed as an exhibit to the Company’s Current Report on Form 8-K/A filed with the SEC on November 18, 2015 with the corresponding exhibit number.
   
 **Previously filed as an exhibit to the Company’s Current Report on Form 8-K/A filed with the SEC on December 7, 2015 with the corresponding exhibit number.

 

 

 

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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: December 16, 2015 RENNOVA HEALTH, INC.
   
  By:  /s/ Seamus Lagan
    Seamus Lagan
Chief Executive Officer
(principal executive officer)

 

 

 

 

 

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EXHIBIT INDEX

 

 

  Exhibit No. Description                      
  23.1 Consent of Green & Company, CPAs.
     
  99.1 Audited Consolidated Financial Statements of Medytox Solutions, Inc. for the years ended December 31, 2014 and 2013.
     
  99.2 Unaudited Condensed Consolidated Financial Statements of Medytox Solutions, Inc. for the three and six months ended June 30, 2015 and 2014.*
     
  99.3 Unaudited Pro Forma Condensed Combined Financial Statements.*
     
  99.4 Unaudited Condensed Consolidated Financial Statements of Medytox Solutions, Inc. for the three and nine months ended September 30, 2015.**
     
  99.5 Unaudited Pro Forma Condensed Combined Financial Statements.
     

  

*Previously filed as an exhibit to the Company’s Current Report on Form 8-K/A filed with the SEC on November 18, 2015 with the corresponding exhibit number.
   
 **Previously filed as an exhibit to the Company’s Current Report on Form 8-K/A filed with the SEC on December 7, 2015 with the corresponding exhibit number.

 

 

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