Current Report Filing (8-k)
February 14 2019 - 6:27PM
Edgar (US Regulatory)
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): February 8, 2019
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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(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):
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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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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. [ ]
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Item
1.02.
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Termination of a Material Definitive Agreement.
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As previously announced,
on November 20, 2018 Rennova Health, Inc. (the “Company”) entered into an asset purchase agreement (the “Purchase
Agreement”) to acquire certain assets related to an acute care hospital located in Jellico, Tennessee and an outpatient clinic
located in Williamsburg, Kentucky. The hospital is known as Jellico Community Hospital and the clinic is known as the CarePlus
Center. The hospital and the clinic and their associated assets were being sold by Jellico Community Hospital, Inc. and CarePlus
Rural Health Clinic, LLC, respectively.
On February 8, 2019, the
Company delivered a letter terminating the Purchase Agreement pursuant to its terms. Section 1.11 of the Purchase Agreement required
that the appraised value of Owned Personal Property (as defined in the Purchase Agreement) have at least a specified fair market
value, which value was not achieved. In addition, the sellers were unable to satisfy certain specified closing conditions in the
Purchase Agreement. As a result, the Company exercised its termination right.
The parties are continuing
to negotiate a revised agreement. If the parties can resolve the outstanding issues, the Company is willing to enter into a new
asset purchase agreement, although there can be no assurance such an agreement will be reached.
As
a result of conversions and exercises of certain of the Company’s securities, as of February 14, 2019 the Company had 508,882,657
shares of common stock issued and outstanding.
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:
February 14, 2019
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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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