Date: 17 Jan 2018
Rennova Health Completes Asset
Purchase Agreement of Scott County
Community Hospital:
WEST PALM BEACH, FL--(Marketwired
- January 17, 2017) - Rennova Health, Inc.
(RNVA) (RNVAZ) ("Rennova" or the "Company"),
a vertically integrated provider of industry-leading
diagnostics and supportive software solutions to
healthcare providers, announced today that it has
closed the previously reported Asset Purchase
Agreement to acquire certain assets related to
Scott County Community Hospital, based in
Oneida, Tennessee ("Scott County Hospital").
Scott County Hospital is classified as a Critical
Access Hospital (rural), with 25 beds, a 24/7
emergency department, operating rooms and a
laboratory that provides a range of ancillary
diagnostic services. The purchase includes a
52,000 sq. ft. hospital building and a 6,300 sq.
ft. professional building on approximately 4.3
acres.
Rennova acquired the assets out of bankruptcy
for $600,000 in cash, plus the repayment of
approximately $400,000 of debt secured by the
foregoing land and buildings. Rennova believes
it will have the hospital open in part in the second
quarter of 2017 and that the hospital will be fully
operational by the third quarter of 2017.
The hospital had unaudited annual revenues of
approximately $12 million, and a normalized
EBITDA of approximately $1.3 million for Fiscal
2015, the last full year of the hospital's operation.
These revenues were attributable to the typical
services of a rural acute care hospital, including
ER visits, outpatient procedures, diagnostic
ancillary tests, physical therapy and inpatient
hospital stays. Based on the hospital's historical
information, Rennova believes the hospital offers
an established patient base with stable revenues
as it serves the general healthcare needs of its
community and supports local physicians.
"We are thankful to the leaders of Scott County
and Oneida, TN for welcoming us. We are excited
to become a part of the community and to bring
back this vital resource of a hospital," said Seamus
Lagan, Chief Executive Officer of Rennova.
"Furthermore, we look forward to getting to know and
working with other healthcare providers in East
Tennessee as we serve the needs of the community."
About Rennova Health, Inc.
Rennova provides industry-leading diagnostics and
supportive software solutions to healthcare providers,
delivering an efficient, effective patient experience and
superior clinical outcomes. Through an ever-expanding
group of strategic brands that work in unison to empower
customers, we are creating the next generation of healthcare.
For more information, please visit www.rennovahealth.com.
Forward-Looking Statements
This press release includes "forward-looking
statements" within the meaning of the safe harbor
provisions of the United States Private Securities
Litigation Reform Act of 1995. Actual results may
differ from expectations and, consequently, you
should not rely on these forward-looking statements
as predictions of future events. Words such as
"expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "continue,"
and similar expressions are intended to identify such
forward-looking statements. These forward-looking
statements involve significant risks and uncertainties
that could cause the actual results to differ materially
from the expected results. Additional information
concerning these and other risk factors are contained
in the Company's most recent filings with the Securities
and Exchange Commission. The Company cautions
readers not to place undue reliance upon any forward
-looking statements, which speak only as of the date
made. The Company does not undertake or accept
any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements
to reflect any change in their expectations or any change
in events, conditions or circumstances on which any such
statement is based, except as required by law.
5-Jan-2017
Amendments to Articles of Inc. or Bylaws;
Change in Fiscal Year, Financial S
On December 29, 2016, 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 1,750,000 shares
of Series F Convertible Preferred Stock (the "Series
F Preferred Stock"). The following summary of certain
terms and provisions of the Company's Series F
Preferred Stock is subject to, and qualified in its entirety
by reference to, the terms and provisions set forth in
the Company's certificate of designation of preferences,
rights and limitations of Series F Preferred Stock.
General. Our board of directors has designated up
to 1,750,000 shares of the 5,000,000 authorized
shares of preferred stock as Series F Preferred Stock.
Rank. The Series F Preferred Stock ranks on
parity to our common stock.
Conversion. Each share of the Series F Preferred
Stock is convertible into shares of our common
stock (subject to adjustment as provided in the
related certificate of designation of preferences,
rights and limitations) at any time after the first
anniversary of the issuance date at the option
of the holder at a conversion price equal to the
greater of $1.95 or the average closing price of
the Company's common stock for the 10 trading
days immediately preceding the conversion.
The maximum number of shares of common
stock issuable upon the conversion of the Series
F Preferred Stock is 897,436. Any shares of
Series F Preferred Stock outstanding on the
fifth anniversary of the issuance date will be
mandatorily converted into common stock at
the applicable conversion price on such date.
Liquidation Preference. In the event of our
liquidation, dissolution or winding-up, holders
of Series F Preferred Stock will be entitled to
receive the same amount that a holder of
common stock would receive if the Series F
Preferred Stock were fully converted into shares
of our common stock at the conversion price
(assuming for such purposes that the Series F
Preferred Stock is then convertible) which
amounts shall be paid pari passu with all holders
of common stock.
Voting Rights. Each share of Series F Preferred
Stock shall have one vote, and the holders of the
Series F Preferred Stock shall vote together with
the holders of our common stock as a single class.
Dividends. The holders of the Series F Preferred
Stock will participate, on an as-if-converted-to
-common stock basis, in any dividends to the
holders of common stock.
Redemption. At any time, from time to time after
the first anniversary of the issuance date, we have
the right to redeem all or any portion of the
outstanding Series F Preferred Stock at a price
per share equal to $1.95 plus any accrued but
unpaid dividends.
Negative Covenants. As long as any shares of
Series F Preferred Stock are outstanding, the
Company may not amend, alter or repeal any
provision of our certificate of incorportion, the
certificate of designation or our bylaws in a
manner that materially adversely affects the
powers, preferences or rights of the Series F
Preferred Stock.
The foregoing description of the Series F
Preferred Stock does not purport to be complete
and is qualified in its entirety by reference to the
Certificate of Designation for the Series F
Preferred Stock, a copy of which is filed as
Exhibit 3.1, and is hereby incorporated into
this report by reference.
Rennova Health Completes Asset
Purchase Agreement of Scott County
Community Hospital:
WEST PALM BEACH, FL--(Marketwired
- January 17, 2017) - Rennova Health, Inc.
(RNVA) (RNVAZ) ("Rennova" or the "Company"),
a vertically integrated provider of industry-leading
diagnostics and supportive software solutions to
healthcare providers, announced today that it has
closed the previously reported Asset Purchase
Agreement to acquire certain assets related to
Scott County Community Hospital, based in
Oneida, Tennessee ("Scott County Hospital").
Scott County Hospital is classified as a Critical
Access Hospital (rural), with 25 beds, a 24/7
emergency department, operating rooms and a
laboratory that provides a range of ancillary
diagnostic services. The purchase includes a
52,000 sq. ft. hospital building and a 6,300 sq.
ft. professional building on approximately 4.3
acres.
Rennova acquired the assets out of bankruptcy
for $600,000 in cash, plus the repayment of
approximately $400,000 of debt secured by the
foregoing land and buildings. Rennova believes
it will have the hospital open in part in the second
quarter of 2017 and that the hospital will be fully
operational by the third quarter of 2017.
The hospital had unaudited annual revenues of
approximately $12 million, and a normalized
EBITDA of approximately $1.3 million for Fiscal
2015, the last full year of the hospital's operation.
These revenues were attributable to the typical
services of a rural acute care hospital, including
ER visits, outpatient procedures, diagnostic
ancillary tests, physical therapy and inpatient
hospital stays. Based on the hospital's historical
information, Rennova believes the hospital offers
an established patient base with stable revenues
as it serves the general healthcare needs of its
community and supports local physicians.
"We are thankful to the leaders of Scott County
and Oneida, TN for welcoming us. We are excited
to become a part of the community and to bring
back this vital resource of a hospital," said Seamus
Lagan, Chief Executive Officer of Rennova.
"Furthermore, we look forward to getting to know and
working with other healthcare providers in East
Tennessee as we serve the needs of the community."
About Rennova Health, Inc.
Rennova provides industry-leading diagnostics and
supportive software solutions to healthcare providers,
delivering an efficient, effective patient experience and
superior clinical outcomes. Through an ever-expanding
group of strategic brands that work in unison to empower
customers, we are creating the next generation of healthcare.
For more information, please visit www.rennovahealth.com.
Forward-Looking Statements
This press release includes "forward-looking
statements" within the meaning of the safe harbor
provisions of the United States Private Securities
Litigation Reform Act of 1995. Actual results may
differ from expectations and, consequently, you
should not rely on these forward-looking statements
as predictions of future events. Words such as
"expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "continue,"
and similar expressions are intended to identify such
forward-looking statements. These forward-looking
statements involve significant risks and uncertainties
that could cause the actual results to differ materially
from the expected results. Additional information
concerning these and other risk factors are contained
in the Company's most recent filings with the Securities
and Exchange Commission. The Company cautions
readers not to place undue reliance upon any forward
-looking statements, which speak only as of the date
made. The Company does not undertake or accept
any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements
to reflect any change in their expectations or any change
in events, conditions or circumstances on which any such
statement is based, except as required by law.
5-Jan-2017
Amendments to Articles of Inc. or Bylaws;
Change in Fiscal Year, Financial S
On December 29, 2016, 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 1,750,000 shares
of Series F Convertible Preferred Stock (the "Series
F Preferred Stock"). The following summary of certain
terms and provisions of the Company's Series F
Preferred Stock is subject to, and qualified in its entirety
by reference to, the terms and provisions set forth in
the Company's certificate of designation of preferences,
rights and limitations of Series F Preferred Stock.
General. Our board of directors has designated up
to 1,750,000 shares of the 5,000,000 authorized
shares of preferred stock as Series F Preferred Stock.
Rank. The Series F Preferred Stock ranks on
parity to our common stock.
Conversion. Each share of the Series F Preferred
Stock is convertible into shares of our common
stock (subject to adjustment as provided in the
related certificate of designation of preferences,
rights and limitations) at any time after the first
anniversary of the issuance date at the option
of the holder at a conversion price equal to the
greater of $1.95 or the average closing price of
the Company's common stock for the 10 trading
days immediately preceding the conversion.
The maximum number of shares of common
stock issuable upon the conversion of the Series
F Preferred Stock is 897,436. Any shares of
Series F Preferred Stock outstanding on the
fifth anniversary of the issuance date will be
mandatorily converted into common stock at
the applicable conversion price on such date.
Liquidation Preference. In the event of our
liquidation, dissolution or winding-up, holders
of Series F Preferred Stock will be entitled to
receive the same amount that a holder of
common stock would receive if the Series F
Preferred Stock were fully converted into shares
of our common stock at the conversion price
(assuming for such purposes that the Series F
Preferred Stock is then convertible) which
amounts shall be paid pari passu with all holders
of common stock.
Voting Rights. Each share of Series F Preferred
Stock shall have one vote, and the holders of the
Series F Preferred Stock shall vote together with
the holders of our common stock as a single class.
Dividends. The holders of the Series F Preferred
Stock will participate, on an as-if-converted-to
-common stock basis, in any dividends to the
holders of common stock.
Redemption. At any time, from time to time after
the first anniversary of the issuance date, we have
the right to redeem all or any portion of the
outstanding Series F Preferred Stock at a price
per share equal to $1.95 plus any accrued but
unpaid dividends.
Negative Covenants. As long as any shares of
Series F Preferred Stock are outstanding, the
Company may not amend, alter or repeal any
provision of our certificate of incorportion, the
certificate of designation or our bylaws in a
manner that materially adversely affects the
powers, preferences or rights of the Series F
Preferred Stock.
The foregoing description of the Series F
Preferred Stock does not purport to be complete
and is qualified in its entirety by reference to the
Certificate of Designation for the Series F
Preferred Stock, a copy of which is filed as
Exhibit 3.1, and is hereby incorporated into
this report by reference.
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