Item
1.01. Entry into a Material Definitive Agreement.
On
July 20, 2018, 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 250,000 shares of Series J Convertible Preferred Stock (the “Preferred
Stock”). On July 23, 2018, the Company entered into an Exchange Agreement (the “Agreement”) with Alcimede LLC
(“Alcimede”), of which Seamus Lagan, our Chief Executive Officer, is the sole manager. Pursuant to the Agreement,
the Company issued to Alcimede 250,000 shares of the Preferred Stock in exchange for the cancellation of the outstanding principal
and interest owed by the Company to Alcimede under the Note, dated February 5, 2015, and the cancellation of certain amounts owed
by the Company to Alcimede under the Consulting Agreement between the parties. The total amount of consideration paid by Alcimede
to the Company equaled $250,000. The following is a summary of certain terms of the Preferred Stock.
General
.
The Company’s Board of Directors has designated 250,000 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 $1.00.
Voting
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. With respect to a vote of stockholders, no later than September 30, 2018 only, to approve either
or both of a reverse stock split of the Company’s common stock and an increase in the authorized shares of common stock
from three billion shares to up to 10 billion shares, each share of the Preferred Stock shall be entitled to the whole
number of votes equal to 12,000 shares of common stock. With respect to all other matters, and from and after October 1, 2018,
each share of the Preferred Stock shall be entitled to the whole number of votes equal to the number of shares of common stock
into which it is then convertible. The Preferred Stock shall vote with the common stock as if they were a single class of securities.
Dividends
.
Holders of the Preferred Stock shall be entitled to receive dividends on shares of the Preferred Stock equal (on an as-converted
to common stock basis) to and in the same form as dividends actually paid on shares of common stock when, as and if dividends
are paid on shares of common stock. Holders of the Preferred Stock shall also be entitled to receive, when and as declared by
the Board of Directors but only out of funds that are legally available therefor, cash dividends at the rate of 8% of the stated
value per annum on each share of the Preferred Stock. Such dividends shall be payable only when, as and if declared by the Board
of Directors and shall be cumulative.
Rank
.
The Preferred Stock ranks with respect to dividends or a liquidation, (i) on parity with the common stock, the Company’s
Series G Convertible Preferred Stock and the Company’s Series H Convertible Preferred Stock, (ii) senior to the Series F
Convertible Preferred Stock, and (iii) junior to the Company’s Series I-1 Convertible Preferred Stock and the Company’s
Series I-2 Convertible Preferred Stock.
Conversion
.
Each share of the Preferred Stock is convertible into shares of the Company’s common stock at any 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 and unpaid dividends thereon, by the conversion price. The conversion price is equal to the average closing price
of the common stock on the 10 trading days immediately prior to the conversion date.
Liquidation
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 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.
Redemption
.
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 and unpaid dividends.
The
shares of the Preferred Stock were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended, and by Rule 506 of Regulation D promulgated thereunder, as a transaction by an issuer not involving a
public offering.
The
foregoing descriptions of the Preferred Stock and the Agreement do not purport to be complete and are qualified by reference to
the Certificate of Designation of the Preferred Stock and the Agreement, copies of which are filed as Exhibit 3.16 and Exhibit
10.170, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.