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): June 10 25, 2024

Rennova Health, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-35141		68-0370244
(Commission File Number)		(I.R.S. Employer Identification No.)

400 S. Australian Avenue, Suite 800, West Palm Beach, Florida		33401
(Address of Principal Executive Offices)		(Zip Code)

(561) 855-1626

(Registrant’s Telephone Number, Including Area Code)

(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered under Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
None		None		None

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. ☐

Item 1.01 Entry into a Material Definitive Agreement

OnAs previously disclosed, on June 10, 2024, Rennova Health, Inc. (the “Company” or “Rennova”) entered into two stock exchange agreements, each with FOXO Technologies, Inc. (“FOXO”).

The first agreement (the “Myrtle Agreement”), ~~to which the Company’s subsidiary Myrtle Recovery Centers, Inc. (“Myrtle”) also was a party,~~ provided for the Company to exchange all of its equity interest in its subsidiary, Myrtle Recovery Centers, Inc. (“Myrtle”) for $500,000, payable in shares of FOXO’s Class A Common Stock (the “FOXO Common Stock”). This transaction closed on June 14, 2024. ~~The~~On ~~number~~June of25, ~~shares~~2024, ofthe ~~FOXO~~parties ~~Common~~to ~~Stock~~the ~~issuable~~Myrtle toAgreement entered ~~Rennova~~into ~~was~~a ~~determined~~Consent byand ~~dividing~~Waiver ~~$500~~(the “Consent and Waiver”),~~000~~ bypursuant ~~the~~to ~~volume~~which ~~weighted~~FOXO ~~average~~issued ~~price~~1,023,629 shares of ~~the~~ FOXO Common Stock to on the ~~day~~Company ~~prior~~on toJuly ~~closing~~17, 2024 (which was ~~$0.23.~~the Asdate aof ~~result,~~approval 2of the NYSE American,~~173,913~~ ~~shares~~upon ofwhich the FOXO Common Stock ~~will~~is belisted). ~~issued~~Such shares torepresented $235,434.67 of the ~~Company~~purchase onprice. ~~approval~~Pursuant byto the ~~New~~Consent ~~York~~and ~~Stock Exchange~~Waiver, (the ~~“NYSE”)~~remainder of athe ~~Supplemental~~purchase ~~Listing~~price ~~Application~~($264,565.33) is asrepresented ~~required~~by a Note issued by FOXO to the ~~NYSE~~Company. The ~~purchase~~Note ~~price~~is due on demand and payable byin ~~FOXO~~cash or, upon receipt ~~for~~of required approval of the ~~Company’s~~issuance ~~equity~~under ~~interest~~the rules of the NYSE American, in ~~Myrtle~~shares isof ~~subject~~FOXO toCommon ~~certain~~Stock. ~~past-closing~~There ~~adjustments~~is asno ~~provided~~guarantee inthat such ~~the~~approval ~~Myrtle~~will ~~Agreement~~be received.

The second agreement (the “RCHI Agreement”), toprovided ~~which the Company’s subsidiary Rennova Community Health, Inc. (“RCHI”) also was a party, provides~~ for the Company to exchange all of the outstanding shares of its subsidiary Rennova Community Health, Inc. (“RCHI”) for 20,000 shares of a to be authorized ~~Class~~Series A Cumulative ~~Convertible~~ Convertible Redeemable Preferred Stock ~~of FOXO~~ (the “FOXO Preferred Stock”). ~~RCHI~~Closing ~~owns all~~ of the ~~outstanding~~RCHI ~~shares~~Agreement ofwas ~~Scott~~subject ~~County~~to a ~~Community~~number ~~Hospital,~~of ~~Inc~~conditions. ~~(operating~~On asSeptember ~~Big~~10, ~~South~~2024, ~~Fork~~the ~~Medical~~parties ~~Center),~~to the ~~Company’s~~RCHI ~~critical~~Agreement ~~access~~entered ~~care~~into ~~hospital~~an inAmended ~~Oneida,~~and ~~Tennessee.~~Restated ~~Each~~Securities ~~share~~Exchange ofAgreement (the “Amendment”) which revised the consideration payable to the Company from shares of FOXO Preferred Stock ~~will~~to ~~have~~$100. In addition, RCHI issued to the Company a ~~stated~~senior ~~value~~secured note in the principal amount of $122,000,000 (subject to adjustment) (the “RCHI Note”). The ~~number~~RCHI ofNote ~~shares~~matures ofon ~~FOXO~~September ~~Preferred~~10, ~~Stock~~2026 ~~issuable~~and accrues interest on toany outstanding principal amount at the ~~Company~~rate ~~upon~~of 8% per annum for the ~~closing~~first six months, increasing to 12% per annum thereafter. Upon an event of default, the interest rate shall increase to 20% per annum. The RCHI ~~Agreement~~Note isrequires ~~subject~~principal repayments equal to ~~adjustment~~10% of asthe ~~provided~~free ~~therein~~cash flow (net cash from operations less capital expenditures) from RCHI and its subsidiary Scott County Community Hospital, Inc. (“Scott County”). The RCHI Note will be reduced by payment of 25% of any net proceeds from sales of equity or assets by FOXO.

The RCHI ~~closing~~Note is guaranteed by FOXO and Scott County, pursuant to the terms of a Guaranty Agreement (the “Guaranty”). The RCHI ~~Agreement~~Note is ~~subject~~also secured by the assets of RCHI and Scott County pursuant to a ~~number~~Security and Pledge Agreement (the “RCHI Pledge Agreement”) and by the “Collateral” owned by FOXO as provided in the Security and Pledge Agreement with FOXO (the “FOXO Pledge Agreement”). The Amendment also provides that the Company may at any time request that FOXO seek approval of ~~conditions,~~its ~~including~~shareholders of the issuance of FOXO Common Stock upon conversion in full of the shares of FOXO Series A Preferred Stock issuable upon exchange of the RCHI Note. At any time after receipt of such approval, the Company shall have the option to exchange, in whole or in part, the RCHI Note for shares of FOXO Series A Preferred Stock. Upon any such exchange, the ~~shareholders~~Company will receive the equivalent of $1.00 stated value of FOXO Series A Preferred Stock for each $1.00 of the ~~Company~~aggregate of principal and ~~FOXO~~accrued and unpaid interest, liquidated damages and/or redemption proceeds (or any other amounts owing under the RCHI Note) being exchanged.

~~The~~Also, ~~foregoing~~pursuant ~~descriptions~~to of the ~~Myrtle Agreement~~Amendment, ~~and~~FOXO expanded the ~~RCHI~~size ~~Agreement~~of doits ~~not~~Board ~~purport~~of Directors to befive, ~~complete~~ and ~~are~~their ~~qualified~~Board inelected ~~their~~Seamus ~~entireties~~Lagan byand ~~reference~~Trevor Langley to ~~such~~fill ~~agreements,~~the ~~copies of~~vacancies ~~which~~on ~~are~~September ~~filed~~10, as2024. ~~Exhibits 10~~Mr.1 ~~and~~Lagan ~~10.2,~~is ~~respectively,~~the toChief ~~this~~Executive ~~Current~~Officer ~~Report~~and ona ~~Form~~director ~~8-K~~of Rennova and ~~are~~Mr. ~~incorporated~~Langley ~~herein~~is bya ~~reference~~director of Rennova.

~~Item~~The foregoing 7descriptions of the Consent and Waiver, Amendment, RCHI Note, Guaranty, RCHI Pledge Agreement, and FOXO Pledge Agreement do not purport to be complete and are qualified by reference to such agreements, copies of which are filed as Exhibits 10.011, ~~Regulation~~10.2, FD10.3, ~~Disclosure~~10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

~~On June 17, 2024, the Company issued a press release~~Item ~~regarding the Myrtle Agreement and the RCHI Agreement~~2.01 ACompletion ~~copy~~ of ~~the~~Acquisition ~~press~~or ~~release~~Disposition isof ~~attached hereto as Exhibit 99.1.~~Assets

The information ~~furnished~~set ~~pursuant to~~forth ~~this~~in Item 71.01, ~~including Exhibit 99.1. shall not be deemed “filed” for purposes~~ of ~~Section~~this 18Current ofReport ~~the~~on ~~Securities~~Form ~~Exchange Act~~8-K ofis ~~1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of the section, and shall not be deemed to be~~ incorporated by reference into ~~any~~this ~~filing~~Item ~~of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing~~2.01.

Item 8 9.01. ~~Other~~Financial ~~Events~~Statements and Exhibits

~~The~~(d) Company is announcing select preliminary results for the year ended December 31, 2023 for RCHI and Myrtle. Based on its preliminary unaudited estimates and information available as of the date hereof, the Company expects net revenue of approximately $18.7 million and net income of approximately $5.2 million for RCHI and Myrtle for the year ended December 31, 2023. The combined net revenues and net income for RCHI and Myrtle do not reflect the consolidated net revenues and net income of the Company as the financial results of other Company entities are not included. Final results for the year ended December 31, 2023 will be reported in the Company’s Annual Report on Form 10-K.Exhibits

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Exhibit Description

10.1		Consent and Waiver, dated as of June 25, 2024, among FOXO Technologies Inc., Myrtle Recovery Centers, Inc. and Rennova Health, Inc.

10.2		Amended and Restated Stock Exchange Agreement, dated as of September 10, 2024, among FOXO Technologies Inc., Rennova Community Health, Inc. and Rennova Health, Inc.

10.3		Senior Secured Note, dated September 10, 2024, issued by Rennova Community Health, Inc.

10.4		Guaranty Agreement, dated as of September 10, 2024, made by FOXO Technologies Inc. and Scott County Community Hospital, Inc. in favor of Rennova Health, Inc.

10.5		Security and Pledge Agreement, dated as of September 10, 2024, by Rennova Community Health, Inc. and Scott County Community Hospital, Inc. in favor of Rennova Health Inc.

10.6		Security and Pledge Agreement, dated as of September 10, 2024, by FOXO Technologies Inc. in favor of Rennova Health, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~(d) Exhibits~~2

Exhibit No.		Exhibit Description
10.1		Stock Exchange Agreement, dated as of June 10, 2024, among FOXO Technologies, Inc., Myrtle Recovery Centers, Inc. and Rennova Health, Inc.
10.2		Stock Exchange Agreement, dated as of June 10. 2024, among FOXO Technologies, Inc., Rennova Community Health, Inc. and Rennova Health, Inc.
99.1		Press Release dated June 17, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Additional Information and Where to Find It

2This communication may be deemed to be solicitation material in respect of obtaining approval of the stockholders of the Company of the RCHI transaction (the “Stockholder Approval”). In connection with obtaining the Stockholder Approval, the Company will file with the Securities and Exchange Commission (the “SEC”) and furnish to the Company’s stockholders a proxy or information statement and other relevant documents. This communication does not constitute a solicitation of any vote or approval. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ ALL DOCUMENTS IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND/OR FILED WITH THE SEC IN CONNECTION WITH THE STOCKHOLDER APPROVAL OR INCORPORATED BY REFERENCE IN SUCH DOCUMENTS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Stockholders will be able to obtain free copies of all such documents containing important information about the Company once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov.

~~Additional~~Participants ~~Information~~in ~~and~~the ~~Where to Find It~~Solicitation

~~This~~The ~~communication~~Company ~~may~~and beits ~~deemed~~executive toofficers, bedirectors, ~~solicitation~~other ~~material~~members ~~in respect~~ of ~~obtaining~~management ~~approval~~and ofemployees ~~the~~may ~~stockholders~~be ofdeemed, ~~the~~under ~~Company~~SEC ~~of the proposed RCHI transaction (the “Stockholder Approval”). In connection with obtaining the Stockholder Approval~~rules, ~~the~~to ~~Company~~be ~~will file~~participants ~~with~~in the ~~Securities~~solicitation ~~and~~of ~~Exchange~~proxies ~~Commission~~from (the ~~“SEC”) and furnish to the~~ Company’s stockholders awith ~~proxy~~respect orto ~~information statement~~the RCHI ~~and other relevant documents~~transaction. ~~This~~Information ~~communication~~regarding the ~~does~~executive ~~not~~officers ~~constitute~~and adirectors ~~solicitation~~ of ~~any~~the ~~vote~~Company oris ~~approval.~~set ~~BEFORE~~forth ~~MAKING ANY~~in ~~VOTING~~its ~~DECISION,~~filings ~~THE~~with ~~COMPANY’S~~the ~~STOCKHOLDERS~~SEC, ~~ARE~~including ~~URGED~~its TOprospectus ~~READ~~dated ~~ALL~~May ~~DOCUMENTS IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND/OR~~12, ~~FILED~~2023. ~~WITH~~More ~~THE~~detailed ~~SEC~~information INregarding ~~CONNECTION~~the ~~WITH~~identity ~~THE~~of ~~STOCKHOLDER~~potential ~~APPROVAL~~participants, ORand ~~INCORPORATED~~their BYdirect ~~REFERENCE~~or INindirect ~~SUCH~~interests, ~~DOCUMENTS~~by ~~BECAUSE THEY WILL CONTAIN~~securities ~~IMPORTANT~~holdings ~~INFORMATION~~or ~~ABOUT~~otherwise, ~~THE TRANSACTION. Stockholders~~ will be ~~able~~set toforth ~~obtain~~in ~~free~~the ~~copies~~proxy ofor ~~all such documents containing important~~ information ~~about~~statement ~~the~~and ~~Company~~other ~~once~~materials ~~such~~to ~~documents~~be ~~are~~ filed with the SEC, ~~through~~in ~~the~~connection with ~~website maintained by~~ the ~~SEC at http://www~~ transaction.~~sec.gov.~~

~~Participants in the Solicitation~~3

The Company and its executive officers, directors, other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed RCHI transaction. Information regarding the executive officers and directors of the Company is set forth in its filings with the SEC, including its prospectus dated May 12, 2023. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, will be set forth in the proxy or information statement and other materials to be filed with the SEC in connection with the proposed transactionSIGNATURES

3Pursuant 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.

SIGNATURES

Date: September 20, 2024	RENNOVA HEALTH, INC.

	By:	/s/ Seamus Lagan
		Seamus Lagan
		Chief Executive Officer
		(principal executive officer)

~~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.~~4

Date: June 17, 2024	RENNOVA HEALTH, INC.
	By:	/s/ Seamus Lagan
		Seamus Lagan
		Chief Executive Officer
		(principal executive officer)

Filing Compare · Rennova Health, Inc.