Rennova Health, Inc.: M&A transaction — Rennova Health sells two subsidiaries to FOXO; receives $22M note and minimal cash

Rennova Health, Inc.

Exchanges RCHI (owns Scott County Community Hospital) for $100 cash and a $22M senior secured note from RCHI, due Sept 2026, interest 8% first 6 months then 12%.
Note guaranteed by FOXO and Scott County; requires principal repayments equal to 10% of free cash flow from RCHI/Scott County.
Myrtle Recovery Centers sale closed June 14, 2024; received $235k in FOXO shares (issued July 17, 2024) and a demand note for $265k balance.
FOXO board expanded to five; Rennova CEO Seamus Lagan and director Trevor Langley elected to FOXO board on Sept 10, 2024.
Rennova may exchange note for FOXO Series A Preferred Stock at $1 stated value per $1 of note, subject to shareholder approval.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Rennova Health, Inc. completed a disposition involving FOXO Technologies Inc. for $500,000, payable in shares of FOXO's Class A Common Stock (closed 2024-06-14).

Action: disposition
Counterparty: FOXO Technologies Inc.
Consideration: $500,000, payable in shares of FOXO's Class A Common Stock
Closing: 2024-06-14

Exact text from the filing

The first agreement (the “Myrtle Agreement”) 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. On June 25, 2024, the parties to the Myrtle Agreement

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Source: SEC EDGAR

accession 0001493152-24-037606

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