Item 1.01. Entry into a Material Definitive Agreement.
On December 23, 2019, Rennova Health, Inc. (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 its Series K
Convertible Preferred Stock (the "Series K Preferred Stock") in exchange for the
250,000 shares of the Company's Series J Convertible Preferred Stock (the
"Series J Preferred Stock") held by Alcimede. The holder of the Series J
Preferred Stock was entitled to receive, when and as declared by the Board of
Directors of the Company, but only out of funds that were legally available
therefor, cumulative cash dividends at the rate of 8% of the stated value per
annum on each share of Series J Preferred Stock. The Series J Preferred Stock
had been issued to Alcimede on July 23, 2018 and upon the issuance of the Series
K Preferred Stock to Alcimede, the shares of Series J Preferred Stock were
cancelled. Under the Agreement, Alcimede relinquished all rights to any
cumulative dividends on the Series J Preferred Stock. As previously disclosed,
the terms of the Series K Preferred Stock do not provide for cumulative
dividends.
The foregoing description of the Agreement does not purport to be complete and
is qualified by reference to the Agreement, a copy of which is filed as Exhibit
10.177 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 8.01. Other Events.
As a result of conversions and exercises of the Company's securities, as of
December 26, 2019 the Company had 9,648,936,775 shares of common stock issued
and outstanding.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit Description
10.177 Exchange Agreement, dated as of December 23, 2019, between Rennova
Health, Inc. and Alcimede LLC
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