AND EXCHANGE COMMISSION
SECTION 13 or 15(d) OF THE
EXCHANGE ACT OF 1934
of report (Date of earliest event reported): June 9, 2020
Name of Registrant as Specified in Its Charter)
or Other Jurisdiction of Incorporation)
Employer Identification No.)|
Village Boulevard, Suite 905, West Palm Beach,
of Principal Executive Offices)
Telephone Number, Including Area Code)|
Name or Former Address, if Changed Since Last Report)
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered under Section 12(b) of the Act:
|Title of each class
||Name of each exchange
on which registered|
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).
growth company [ ]
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. [ ]
5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
June 9, 2020, Rennova Health, Inc. (the “Company”) filed a Certificate of Designation with the Secretary of State
of the State of Delaware to authorize the issuance of up to 30,000 shares of Series M Convertible Preferred Stock (the
“Preferred Stock”). The following is a summary of certain terms of the Preferred Stock.
The Company’s Board of Directors has designated 30,000 shares of the 5,000,000 authorized shares of preferred stock
as the Preferred Stock. Each share of the Preferred Stock has a stated value of $1,000.
Rights. Each holder of the Preferred Stock shall be entitled to vote on all matters submitted to a vote of the holders of
the Company’s common stock. Regardless of the number of shares of Preferred Stock outstanding and so long as at least
one share of Preferred Stock is outstanding, the outstanding shares of Preferred Stock shall have the number of votes, in the
aggregate, equal to 51% of all votes entitled to be voted at any meeting of stockholders or action by written consent. Each outstanding
share of the Preferred Stock shall represent its proportionate share of the 51% allocated to the outstanding shares of Preferred
Stock in the aggregate. The Preferred Stock shall vote with the common stock and any other voting securities as if
they were a single class of securities.
Dividends at the rate per annum of 10% of the stated value per share shall accrue on each outstanding share of Preferred Stock
from and after the date of the original issuance of such share of Preferred Stock (the “Preferred Accruing Dividends”).
The Preferred Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative and non-compounding;
provided, however, that such Preferred Accruing Dividends shall be payable only when, as, and if declared by the
Board of Directors. No cash dividends shall be paid on the common stock unless the Preferred Accruing Dividends are paid.
The Preferred Stock ranks with respect to dividends or a liquidation, (i) on parity with the common stock, the Company’s
Series H Convertible Preferred Stock and the Company’s Series L Convertible Preferred Stock, (ii) senior to the Company’s
Series F Convertible Preferred Stock, and (iii) junior to the Company’s Series I-1 Convertible Preferred Stock and the Company’s
Series 1-2 Convertible Preferred Stock and any other class or series of preferred stock of the Company afterwards created and
ranking by its terms senior to the Preferred Stock.
Each share of the Preferred Stock is convertible into shares of the Company’s common stock, at any time and from time
to time, at the option of the holder, into that number of shares of common stock determined by dividing the stated value of
such share of Preferred Stock, plus any accrued declared and unpaid dividends, by the conversion price. The conversion
price is equal to 90% of the average closing price of the common stock on the 10 trading days immediately prior to the
conversion date. No shares of Preferred Stock may be converted prior to the first anniversary of the initial issuance of the
shares without the consent of the holders of a majority of the outstanding shares of the Company’s Series I-1 Convertible
Preferred Stock and its Series I-2 Convertible Preferred Stock, if any of such shares are then outstanding. Holders of the Preferred Stock are prohibited from converting Preferred Stock into shares of common stock if, as a result
of such conversion, the holder, together with its affiliates, would own more than 4.99% (or, upon election of the holder,
9.99%) 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 any increase in such percentage shall not be
effective until 61 days after notice to the Company.
Preference. Upon any liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock shall be
entitled to receive an amount equal to the stated value of the Preferred Stock, plus any accrued declared and unpaid
dividends thereon and any other fees or liquidated damages then due and owing thereon, for each share of the
Preferred Stock before any distribution or payment shall be made on any junior securities.
At any time the Company shall have the right to redeem all, or any part, of the Preferred Stock then outstanding. The Preferred
Stock subject to redemption shall be redeemed by the Company in cash in an amount equal to the stated value of the shares of the
Preferred Stock being redeemed plus all accrued declared and unpaid dividends.
No holder of Preferred Stock shall Transfer (as defined in the Certificate of Designation) all of any portion of its shares
of Preferred Stock without the written consent of the Company.
foregoing description of the Preferred Stock does not purport to be complete and is qualified by reference to the Certificate
of Designation of the Preferred Stock, a copy of which is filed as Exhibit 3.23 to this Current Report on Form 8-K and is incorporated
herein by reference.
9.01. Financial Statements and Exhibits.
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.
June 16, 2020