Seamus Lagan, our Chief Executive Officer, President and Interim Chief Financial Officer, and Alcimede LLC, of which Mr. Lagan is the sole manager, the holders of 53,368 shares of common stock and 250,000 shares of the Company’s Series L Convertible Preferred Stock (the “Series L Preferred Stock”), which votes with the Company’s common stock and the Series F Preferred Stock, with each share of Series L Preferred Stock having 40,000 votes, representing 50.25% of the total voting power of the Company’s voting securities
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We are furnishing this notice and the accompanying Information Statement to the holders of shares of common stock and Series F Convertible Preferred Stock (the “Series F Preferred Stock”) of Rennova Health, Inc., a Delaware corporation (the “Company”), for informational purposes only pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.
The purpose of the Information Statement is to notify our stockholders that effective on ______________, 2021, the holder of 250,000 shares of the Company’s Series L Convertible Preferred Stock (the “Series L Preferred Stock”), which votes with the Company’s common stock and the Series F Preferred Stock, with each share of Series L Preferred Stock having 40,000 votes, representing _____% of the total voting power of the Company’s voting securities, approved by written consent in lieu of a special meeting of stockholders the following proposal, which had previously been approved and recommended to be approved by the stockholders, by the Board of Directors of the Company on ______________, 2021:
Proposal 1: To approve an amendment to our Certificate of Incorporation, as amended, to effect a reverse stock split of all of the outstanding shares of our common stock, at a specific ratio from 1-for-___ to 1-for-___, and grant authorization to our Board of Directors to determine, in its discretion, the specific ratio and timing of the reverse split any time before _______________, 2021, subject to the Board of Directors’ discretion to abandon such amendment.
This action was deemed necessary by our Board of Directors because the increasingly rapid conversion and exercise of our outstanding securities into common stock has nearly exhausted all of our authorized shares and significantly depressed the price of our common stock.
This notice and the accompanying Information Statement is first being mailed to our stockholders of record as of the close of business on ______________, 2021 on or about ______________, 2021. In accordance with Rule 14c-2 of the Exchange Act, the actions contemplated herein will not be effective until _______________, 2021, a date which is at least 20 calendar days after the date on which this notice and the accompanying Information Statement is first mailed to our stockholders of record. You are urged to read the Information Statement in its entirety for a description of the actions taken by the holder of a majority of the total voting power of the Company’s securities with regard to these specific matters.
