Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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| CUSIP No. 759757 10 7 | 13D | Page 1 of 7 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Rennova Health, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
759757 10 7
(CUSIP Number)
Aella Ltd.
Suite 104A
Saffrey Square
Bank Lane
P.O. Box N-9306
Nassau, Bahamas
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 21, 2016
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 759757 10 7 | 13D | Page 2 of 7 |
| 1. |
Names of Reporting Persons Aella Ltd.
| |||
| 2. |
Check the Appropriate Box if a Member of a Group (a) o (b) o
| |||
| 3. | SEC Use Only
| |||
| 4. |
Source of Funds (See Instructions) OO
| |||
| 5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) □
| |||
| 6. |
Citizenship or Place of Organization Commonwealth of The Bahamas
| |||
|
Number Of With |
7. |
Sole Voting Power -0-
|
||
| 8. |
Shared Voting Power 3,073,493
|
|||
| 9. |
Sole Dispositive Power -0-
|
|||
| 10. |
Shared Dispositive Power 3,073,493
|
|||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,073,493
| |||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
| |||
| 13. |
Percent of Class Represented by Amount in Row (11) 5.6%
| |||
| 14. |
Type of Reporting Person OO
| |||
| CUSIP No. 759757 10 7 | 13D | Page 3 of 7 |
| 1. |
Names of Reporting Persons P. Wilhelm F. Toothe, Trustee of The Olive Tree Trust
| |||
| 2. |
Check the Appropriate Box if a Member of a Group (a) o (b) o
| |||
| 3. | SEC Use Only
| |||
| 4. |
Source of Funds (See Instructions) OO
| |||
| 5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
| |||
| 6. |
Citizenship or Place of Organization Commonwealth of The Bahamas
| |||
|
Number Of With |
7. |
Sole Voting Power -0-
|
||
| 8. |
Shared Voting Power 3,073,493
|
|||
| 9. |
Sole Dispositive Power -0-
|
|||
| 10. |
Shared Dispositive Power 3,073,493
|
|||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,073,493
| |||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
| |||
| 13. |
Percent of Class Represented by Amount in Row (11) 5.6%
| |||
| 14. |
Type of Reporting Person OO | |||
| CUSIP No. 759757 10 7 | 13D | Page 4 of 7 |
| 1. |
Names of Reporting Persons The Olive Tree Trust
| |||
| 2. |
Check the Appropriate Box if a Member of a Group (a) o (b) o
| |||
| 3. |
SEC Use Only
| |||
| 4. |
Source of Funds (See Instructions) OO
| |||
| 5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o
| |||
| 6. |
Citizenship Or Place Of Organization Commonwealth of The Bahamas
| |||
|
Number Of With |
7. |
Sole Voting Power -0-
|
||
| 8. |
Shared Voting Power 3,073,493
|
|||
| 9. |
Sole Dispositive Power -0-
|
|||
| 10. |
Shared Dispositive Power 3,073,493
|
|||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,073,493
| |||
| 12. | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
| |||
| 13. |
Percent of Class Represented by Amount in Row (11) 5.6%
| |||
| 14. |
Type of Reporting Person OO | |||
| CUSIP No. 759757 10 7 | 13D | Page 5 of 7 |
Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D amends the Statement on Schedule 13D, dated November 2, 2015, with respect to the Common Stock, $.01 par value per share (the "Shares"), of Rennova Health, Inc., a Delaware corporation (the "Issuer"), filed by Aella Ltd. ("Aella"); P. Wilhelm F. Toothe, as trustee of The Olive Tree Trust ("The Olive Tree Trust"); and The Olive Tree Trust. Except as expressly amended below, the Schedule 13D, dated November 2, 2015, remains in effect.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to include the following:
This Amendment No. 1 to Schedule 13D is being filed to report the conversion by Aella of 1,000 shares of the Issuer's Series B Convertible Preferred Stock on September 21, 2016, into 1,146,789 Shares.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to include the following:
As of September 21, 2016, Aella owns of record 3,073,493 Shares (or approximately 5.6% of the total number of Shares deemed outstanding). Aella may be deemed to have shared dispositive and voting power with respect to such Shares with The Olive Tree Trust and P. Wilhelm F. Toothe, as trustee of The Olive Tree Trust. Such Shares do not include Shares owned by a third party entity, and which third party entity is owned by a trust of which P. Wilhelm F. Toothe serves as trustee.
On August 5, 2016, Aella was issued 83,334 Shares (at $0.30 per Share), by the Issuer in exchange for the cancellation of certain outstanding indebtedness owed by the Issuer to Aella.
Item 7. Materials to be Filed as Exhibits
Item 7 is hereby amended to include the following:
Exhibit B – Joint Filing Agreement pursuant to Rule 13d-1(k).
| CUSIP No. 759757 10 7 | 13D | Page 6 of 7 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| October 28, 2016 | Aella Ltd. |
|||
| By: The Olive Tree Trust | ||||
| By: | /s/ P. Wilhelm F. Toothe | |||
| P. Wilhelm F. Toothe, Trustee | ||||
| October 28, 2016 | < td colspan="2">The Olive Tree Trust | |||
| By: |
/s/ P. Wilhelm F. Toothe |
|||
| P. Wilhelm F. Toothe, Trustee | ||||
| CUSIP No. 759757 10 7 | 13D | Page 7 of 7 |
Exhibit A
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned. The undersigned acknowledge that each shall be responsible for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent it knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
| Dated: October 28, 2016 | Aella Ltd. |
|||
| By: The Olive Tree Trust | ||||
| By: | /s/ P. Wilhelm F. Toothe | |||
| P. Wilhelm F. Toothe, Trustee | ||||
| The Olive Tree Trust | ||||
| By: |
/s/ P. Wilhelm F. Toothe |
|||
| P. Wilhelm F. Toothe, Trustee | ||||