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Item 1.01. Entry into a Material Definitive Agreement
On February 14, 2018, Rennova Health, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Agreement”) with two investors pursuant to which the Company agreed to sell an aggregate of 200,000 shares of common stock of NanoVibronix, Inc. owned by the Company (the “Shares”). The purchase price was $4.00 per Share. The Shares were acquired by the Company as the result of an investment originally made in 2011.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 10.163 and is incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities
As previously announced, on October 30, 2017 the Company entered into Exchange Agreements (the “Exchange Agreements”) with the holders of the Company’s $9,016,136 aggregate principal amount of Senior Secured Original Issue Discount Convertible Debentures due September 19, 2019 (the “Debentures”). The Exchange Agreements provide that the holders may, from time to time, exchange their Debentures for shares of a newly-authorized Series I-2 Convertible Preferred Stock of the Company (the “Preferred Stock”). The Exchange Agreements permit the holders of the Debentures to exchange specific principal amounts of the Debentures on various dates from December 2, 2017 through March 1, 2018. Any exchange is at the option of the holders.
The holders exercised their right to exchange Debentures for shares of Preferred Stock for the first time on February 9, 2018. On that date, the holders elected to exchange an aggregate of $1,384,556.10 principal amount of Debentures and the Company issued an aggregate 1,730.7 shares of Preferred Stock.
The shares of Preferred Stock were issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended.
