Filed Pursuant to Rule 424(b)(3)
Registration
No. 333-237757
PROSPECTUS
MYOS
RENS TECHNOLOGY INC.
1,533,058
Shares of Common Stock
This
prospectus relates to the resale of up to 1,533,058 shares of our common stock, par value $0.001 per share, for sale by the selling
shareholders named herein for their own accounts. The shares to be sold by the selling shareholders include up to 1,533,058 shares
of our common stock issued in connection with a private placement financing consummated in March 2020.
To
the extent the selling shareholders wish to sell their shares of our common stock as provided for herein, they may offer and sell
such shares on a continuous or delayed basis in the future. These sales may be conducted in the open market or in privately negotiated
transactions and at market prices, fixed prices or negotiated prices. We will not receive any of the proceeds from the sale of
the shares. See “Use of Proceeds”. We have agreed to pay the expenses in connection with the registration of the shares.
Our
common stock is listed on The Nasdaq Capital Market under the symbol “MYOS.” The last reported sale price of our common
stock on April 29, 2020 was $1.14.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the
heading “Risk Factors” beginning on page 3, and under similar headings in the other documents that are incorporated
by reference into this prospectus or any prospectus supplement before making a decision to purchase our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is April 30, 2020.
TABLE
OF CONTENTS
You
should rely only on the information we have provided or incorporated by reference in this prospectus or in any prospectus supplement.
We have not authorized anyone to provide you with information different from that contained or incorporated by reference in this
prospectus or in any prospectus supplement.
You
should assume that the information contained in this prospectus and in any prospectus supplement is accurate only as of their
respective dates and that any information we have incorporated by reference is accurate only as of the date of the document incorporated
by reference, regardless of the time of delivery of this prospectus or any prospective supplement or any sale of securities.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and any accompanying prospectus supplement and the documents incorporated by reference herein or therein include forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21B of the Securities Exchange Act of 1934, as
amended, or the Exchange Act. All statements other than statements of historical fact contained or incorporated by reference in
this prospectus are forward-looking statements. The words “may,” “will,” expect,” anticipate,”
“continue,” “estimate,” “project,” “intend,” “predict,” “forecast,”
“potential,” “believe,” “plan,” “might,” “could,” “should,”
“would,” “seek” and similar expressions, as they relate to us, are intended to identify forward-looking
statements regarding events, conditions, and financial trends that may affect future plans of operations, business strategy, operating
results, and financial position. We have based these forward-looking statements on our current expectations and projections about
future events and financial trends that we believe may affect our financial condition, results of operations, business strategy,
business prospectus, growth strategy and liquidity. These forward-looking statements are subject to a number of known and unknown
risks, uncertainties and assumptions and our actual results could differ materially from those anticipated in forward-looking
statements for many reasons, including the factors described in the sections entitled “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K
and in our subsequent Quarterly Reports on Form 10-Q filed with the SEC.
The
forward-looking statements speak as of the date made and are not guarantees of future performance. Actual results or developments
may differ materially from the expectations expressed or implied in the forward-looking statements, and we undertake no obligation
to update any such statements unless required by law. You should not place undue reliance on these forward-looking statements.
You
should carefully read the factors described in the “Risk Factors” section of any prospectus supplement or other offering
material, as well as any risks described in the documents incorporated by reference into this prospectus for a description of
certain risks that could, among other things, cause our actual results to differ from these forward-looking statements. You should
understand that it is not possible to predict or identify all such factors and that this list should not be considered a complete
statement of all potential risks and uncertainties. You should also realize that if the assumptions we have made prove inaccurate
or if unknown risks or uncertainties materialize, actual results could vary materially from the views and estimates included or
incorporated by reference in this prospectus.
PROSPECTUS
SUMMARY
The
following summary highlights selected information contained or incorporated by reference in this prospectus. This summary does
not contain all of the information you should consider before investing in the securities. Before making an investment decision,
you should read the entire prospectus and any supplement hereto carefully, including the risk factors section as well as the financial
statements and the notes to the financial statements incorporated herein by reference.
In
this prospectus and any amendment or supplement hereto, unless otherwise indicated, the terms “MYOS,” the “Company,”
“we,” “us,” and “our” refer and relate to MYOS RENS Technology Inc. and its consolidated subsidiaries.
Overview
We
are an emerging company focused on the discovery, development and commercialization of nutritional ingredients, functional foods,
and other technologies aimed at maintaining or improving the health and performance of muscle tissue.
Prior
to February 2011, we did not have any operations and did not generate revenues. In February 2011, we entered into an intellectual
property purchase agreement pursuant to which our subsidiary purchased from Peak Wellness, Inc. certain trademarks, trade secrets,
patent applications and certain domain names as well as the intellectual property pertaining to Fortetropin®, a proprietary
bioactive composition derived from fertilized egg yolk that has been shown in clinical trials to increase lean muscle mass, size
and strength.
Fortetropin®
is our proprietary all-natural food ingredient clinically shown to increase muscle size, lean body mass and strength as part of
resistance training in humans. Fortetropin® has also been shown to reduce muscle atrophy in dogs following orthopedic surgery.
Fortetropin® is made from fertilized chicken egg yolks using a proprietary process that retains the biological integrity and
bioactivity of the product. In a rodent study, Fortetropin® was shown to up-regulate muscle building pathways and down-regulate
muscle degrading pathways.
Our
initial core ingredient is Fortetropin®, a natural and proprietary bioactive composition derived from fertilized egg yolk
that has been shown in clinical trials to increase lean muscle mass, size and strength. Our plan of action is to: (i) create a
sales platform through marketing products containing our proprietary ingredient Fortetropin® in established, growing, and
new markets and strategic selection of partnerships and collaborations to maximize near-term and future revenues, (ii) deepen
our scientific understanding of the activity of Fortetropin® as a natural product to improve muscle health and performance,
and to leverage this knowledge to strengthen and build our intellectual property estate, (iii) conduct research and development
activities to evaluate the impact of Fortetropin® on muscle health and wellness in humans as well as domestic pets. (iv) identify
other products and technologies which may broaden our portfolio and define a business development strategy to protect, enhance
and accelerate the growth of our products, (v) reduce the cost of manufacturing through process improvement, (vi) identify contract
manufacturing organizations that can fully meet our future growth requirements and (vii) develop a differentiated and advantaged
consumer positioning, brand name and iconography.
Our
principal business activities have been focused on deepening our scientific understanding relating to the activity of Fortetropin®,
and to leverage this knowledge to strengthen and build our intellectual property estate; developing sales and marketing strategies
aimed at expanding our commercial presence; evaluating the value of Fortetropin® in therapeutic markets, including the treatment
of sarcopenia, cachexia, anorexia, obesity and muscular disorders; and, conducting research and development focused on the discovery,
development and commercialization of other products and technologies aimed at maintaining or improving the health and performance
of muscle tissue.
Our
commercial focus is to leverage our clinical data to develop multiple products to target the large, but currently underserved,
markets focused on muscle health. The sales channels through which we sell our products are evolving.
We
continue to pursue additional distribution and branded sales opportunities. There can be no assurance that we will be able to
secure distribution arrangements on terms acceptable to us, or that we will be able to generate significant sales of our current
and future branded products. We expect to continue developing our own core branded products in markets such as functional foods,
sports and fitness nutrition and rehabilitation and restorative health and to pursue international sales opportunities.
Corporate
Information
Our
executive offices are currently located at 45 Horsehill Road, Suite 106, Cedar Knolls, New Jersey 07927 and our telephone number
is (973) 509-0444. Our corporate website address is http://www.myosrens.com and our product websites are www.yolked.com and www.myospet.com.
Neither the information on our current or future websites is, nor shall such information be deemed to be, a part of this prospectus
or incorporated in filings we make with the Securities and Exchange Commission, or the Commission.
THE
OFFERING
Common stock
outstanding prior to the offering
|
|
11,030,100
shares of common stock issued and outstanding as of April 17, 2020.
|
|
|
|
Common stock
offered by the selling shareholders
|
|
Up
to 1,533,058 shares of common stock for sale by the selling shareholders for their own account. These shares of our common
stock issued in connection with a private placement consummated on March 5, 2020.
|
|
|
|
Use of Proceeds
|
|
We
will not receive any proceeds from the sale of our common stock by the selling shareholders.
|
|
|
|
Risk
Factors
|
|
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully
consider the risk factors set forth herein in the section titled “Risk Factors” as well as those incorporated
by reference into this prospectus.
|
|
|
|
Nasdaq Capital Market Symbol
|
|
MYOS
|
|
|
|
RISK
FACTORS
We
have included discussions of the risks, uncertainties and assumptions under the heading “Risk Factors” included in
our Annual Report on Form 10-K for the year ended December 31, 2019, which risk factors are incorporated by reference into this
prospectus. See “Where You Can Find More Information” for an explanation of how to get a copy of this report. Additional
risks related to our securities may also be described in a prospectus supplement.
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully
consider the risk factors we describe in any prospectus supplement or in any report incorporated by reference into this prospectus
or any prospectus supplement, including our Annual Report on Form 10-K for the year ended December 31, 2019 or any Annual Report
on Form 10-K or Quarterly Report on Form 10-Q that is incorporated by reference into this prospectus or any prospectus supplement
after the date of this prospectus. Although we discuss key risks in those risk factor descriptions, additional risks not currently
known to us or that we currently deem immaterial also may impair our business. Our subsequent filings with the SEC may contain
amended and updated discussions of significant risks. We cannot predict future risks or estimate the extent to which they may
affect our financial performance.
Please
also read carefully the section above entitled “Cautionary Note Regarding Forward-Looking Statements.”
USE
OF PROCEEDS
We
will not receive any proceeds from the sale by the selling shareholders of the shares of common stock registered pursuant to the
registration statement of which this prospectus forms a part.
SELLING
SHAREHOLDERS
On
March 5, 2020, we issued 1,533,058 shares of common stock in a private offering to certain investors listed as selling shareholders
in this prospectus. We are registering the securities offered by this prospectus on behalf of the selling shareholders.
The
selling shareholders may from time to time offer and sell pursuant to this prospectus any or all of the shares of common stock
listed below that have been issued to them.
The
table below sets forth certain information as of April 17, 2020 regarding the selling shareholders and the shares offered by them
in this prospectus. In computing the number of shares owned by a person and the percentage ownership of that person in the table
below, securities that are currently convertible or exercisable into shares of our common stock that are being offered in this
prospectus are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage
ownership of any other person. The percentage of ownership of each selling shareholder in the table below is based upon 11,030,100
shares of common stock outstanding as of April 17, 2020.
No
selling shareholder has held a position as an officer or director of the Company, nor has any material relationship of any kind
with us or any of our affiliates, except that Joseph Mannello is our Chief Executive Officer and is a member of our board of directors
and Christopher Dewey, Andrew Ponte and Christopher Pechock are members of our board of directors. None of the selling shareholders
have any family relationships with our officers, directors or controlling shareholders. Furthermore, none of the selling shareholders
is a registered broker-dealer or an affiliate of a registered broker-dealer.
All
information with respect to share ownership has been furnished by the selling shareholders. To our knowledge, each person named
in the table below has sole voting and investment power with respect to the common stock set forth opposite such person’s
name. We will file a supplement to this prospectus (or a post-effective amendment hereto, if necessary) to name successors to
any named selling shareholder who is able to use this prospectus to resell the securities registered hereby.
Name
|
|
Shares
Owned
Prior to
the
Offering
|
|
Shares to
be Offered
in the
Offering
|
|
Shares
Owned
After this
Offering
|
|
Percentage
of Shares
to be
Owned
After the
Offering
|
David J. Matlin
|
|
|
1,267,477
|
|
|
|
206,611
|
|
|
|
1,060,866
|
|
|
|
9.6
|
%
|
Joseph Mannello
|
|
|
1,387,557
|
|
|
|
681,818
|
|
|
|
705,739
|
|
|
|
6.4
|
%
|
Christopher Pechock
|
|
|
389,257
|
|
|
|
82,645
|
|
|
|
306,612
|
|
|
|
2.8
|
%
|
Christopher C. Dewey
|
|
|
328,892
|
|
|
|
82,645
|
|
|
|
246,337
|
|
|
|
2.2
|
%
|
Eric Fishman IRA
|
|
|
160,435
|
|
|
|
82,645
|
|
|
|
77,790
|
|
|
|
0.7
|
%
|
Guiseppi Forgione
|
|
|
144,941
|
|
|
|
82,645
|
|
|
|
62,296
|
|
|
|
0.6
|
%
|
Andrew J. Ponte
|
|
|
97,499
|
|
|
|
82,645
|
|
|
|
14,854
|
|
|
|
0.1
|
%
|
Edward Robert Roskind
|
|
|
82,645
|
|
|
|
82,645
|
|
|
|
-
|
|
|
|
-
|
|
Nicholas San Filippo IV
|
|
|
57,066
|
|
|
|
41,322
|
|
|
|
15,744
|
|
|
|
0.1
|
%
|
Kenneth Schapiro
|
|
|
43,058
|
|
|
|
33,058
|
|
|
|
10,000
|
|
|
|
0.1
|
%
|
Steven H. Maide
|
|
|
41,075
|
|
|
|
20,661
|
|
|
|
20,414
|
|
|
|
0.2
|
%
|
Brenda Smith
|
|
|
20,661
|
|
|
|
20,661
|
|
|
|
-
|
|
|
|
-
|
|
Stephen A. Grieder
|
|
|
20,661
|
|
|
|
20,661
|
|
|
|
-
|
|
|
|
-
|
|
Frank Baglieri
|
|
|
12,396
|
|
|
|
12,396
|
|
|
|
-
|
|
|
|
-
|
|
PLAN
OF DISTRIBUTION
The
common stock held by the selling shareholders may be sold or distributed from time to time by the selling shareholders directly
to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing
at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be
changed on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The sale
of the selling shareholders’ common stock offered by this prospectus may be effected in one or more of the following methods:
|
●
|
underwritten offerings;
|
|
|
|
|
●
|
ordinary brokerage
transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
|
|
●
|
transactions involving
cross or block trades;
|
|
|
|
|
●
|
purchases by a broker-dealer
as principal and resale by the broker-dealer for its account;
|
|
|
|
|
●
|
an exchange distribution
in accordance with the rules of the applicable exchange;
|
|
|
|
|
●
|
in privately negotiated
transactions;
|
|
|
|
|
●
|
short sales after
the registration statement, of which this prospectus forms a part, becomes effective;
|
|
|
|
|
●
|
broker-dealers may
agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
|
|
|
|
|
●
|
“at the market”
into an existing market for the common stock;
|
|
|
|
|
●
|
through the writing
of options on the shares;
|
|
|
|
|
●
|
a combination of
any such methods of sale; and
|
|
|
|
|
●
|
any other method
permitted pursuant to applicable law.
|
In
order to comply with the securities laws of certain states, if applicable, the shares of each of the selling shareholders may
be sold only through registered or licensed brokers or dealers. In addition, in certain states, such shares may not be sold unless
they have been registered or qualified for sale in the state or an exemption from the registration or qualification requirement
is available and complied with.
The
selling shareholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act, if available, rather
than under this prospectus. In addition, the selling shareholders may transfer the shares of common stock by other means not described
in this prospectus.
The
selling shareholders may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents
for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions
from the selling shareholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell
as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market
makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that
a selling shareholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at
a price per share which may be below the then market price. The selling shareholders cannot assure that all or any of the shares
offered in this prospectus will be issued to, or sold by, such selling shareholder.
To
the extent required in connection with a transaction, we will set forth in a supplement to this prospectus filed with the SEC
the number of shares to be sold, the purchase price and public offering price, any new selling stockholders, the name or names
of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offering.
We
may suspend the sale of shares by the selling shareholders pursuant to this prospectus for certain periods of time for certain
reasons, including if the prospectus is required to be supplemented or amended to include additional material information.
If
any of the selling shareholders use this prospectus for any sale of the shares of common stock, such selling shareholder will
be subject to the prospectus delivery requirements of the Securities Act.
We
have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales
of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, to the extent applicable
we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders
for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify
any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities
arising under the Securities Act.
DESCRIPTION
OF SECURITIES TO BE REGISTERED
General
Our
authorized capital stock consists of 15,000,000 shares of common stock, par value $0.001 per share, and 500,000 authorized undesignated
shares of preferred stock, par value $0.001 per share. As of the date of this prospectus, our outstanding capital stock consists
of 11,030,100 shares of common stock and no shares of preferred stock. These figures do not include securities that may be issued
pursuant to our 2012 Equity Incentive Plan, as amended. Further, there are outstanding, Series C warrants to purchase 145,399
shares of common stock, Series E warrants to purchase 142,957 shares of common stock and a warrant issued to RENS Technology Inc.
to purchase 375,000 shares of common stock.
We
are a Nevada corporation and our affairs are governed by our Articles of Incorporation and our Amended and Restated Bylaws. The
following summary of the terms and provisions of our securities does not purport to be complete and is qualified in its entirety
by reference to our Articles of Incorporation and our Amended and Restated Bylaws.
Common
Stock
As
of April 17, 2020, there were 11,030,100 shares of common stock issued and outstanding and 330 holders of record of our common
stock.
Voting. Holders
of common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders, and do not
have cumulative voting rights.
Dividends. Subject
to preferences that may be applicable to any then outstanding preferred stock, and further subject to any contractual limitations
on the declaration, setting aside or payment of dividends, holders of common stock are entitled to receive ratably such dividends,
if any, as may be declared from time to time by our board of directors out of funds legally available for dividend payments.
Liquidation.
In the event of any liquidation, dissolution or winding up of our affairs, holders of common stock will be entitled to share ratably
in our assets that are remaining after payment or provision for payment of all of our debts and other liabilities and the satisfaction
of any liquidation preferences that may be granted to the holders of any then outstanding shares of preferred stock.
Rights
and Preferences. The common stock has no preemptive, conversion or other subscription rights, and there are no redemption
or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock
are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock, which
we may designate and issue in the future.
Each
outstanding share of common stock includes one Series A preferred stock purchase right, as described below.
Our
common stock is admitted for trading on the Nasdaq Capital Market under the symbol “MYOS.”
Series
A Preferred Stock Purchase Rights
Effective
February 14, 2017, our board of directors declared a dividend of one right (“Right”) for each of our issued and outstanding
shares of common stock. The dividend was paid to the stockholders of record at the close of business on February 24, 2017. Each
Right entitles the registered holder, subject to certain terms and conditions, to purchase from us one one-thousandth of a share
of our Series A Preferred Stock at a price of $7.00), subject to certain adjustments. The description and terms of the Rights
are set forth in the Rights Agreement dated as of February 14, 2017 between us and Transhare, as Rights Agent, as amended.
The
Rights will not be exercisable until the earlier to occur of (i) the close of business on the tenth business day after a public
announcement or filing that a person has, or group of affiliated or associated persons or persons acting in concert have, become
an “Acquiring Person,” which is defined as a person or group of affiliated or associated persons or persons acting
in concert who, at any time after the date of the Rights Agreement, have acquired, or obtained the right to acquire, beneficial
ownership of 10% or more of our outstanding shares of common stock, subject to certain exceptions or (ii) the close of business
on the tenth business day after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer
the consummation of which would result in any person becoming an Acquiring Person (the earlier of such dates being called the
“Distribution Date”). Certain synthetic interests in securities created by derivative positions, whether or not such
interests are considered to be ownership of the underlying common stock or are reportable for purposes of Regulation 13D of the
Exchange Act are treated as beneficial ownership of the number of shares of common stock equivalent to the economic exposure created
by the derivative position, to the extent actual shares of the common stock are directly or indirectly held by counterparties
to the derivatives contracts.
With
respect to certificates representing shares of common stock outstanding as of the record date, until the Distribution Date, the
Rights will be evidenced by such certificates for shares of common stock registered in the names of the holders thereof, and not
by separate Rights Certificates, as described further below. With respect to book entry shares of common stock outstanding as
of the record date, until the Distribution Date, the Rights will be evidenced by the balances indicated in the book entry account
system of the transfer agent for the common stock. Until the earlier of the Distribution Date and the Expiration Date, as described
below, the transfer of any shares of common stock outstanding on the record date will also constitute the transfer of the Rights
associated with such shares of common stock. As soon as practicable after the Distribution Date, separate certificates evidencing
the Rights (“Right Certificates”) will be mailed to holders of record of the common stock as of the close of business
on the Distribution Date, and such Right Certificates alone will evidence the Rights.
The
Rights, which are not exercisable until the Distribution Date, will expire prior to the earliest of (i) February 14, 2021; (ii)
the time at which the Rights are redeemed pursuant to the Rights Agreement; (iii) the time at which the Rights are exchanged pursuant
to the Rights Agreement; (iv) the time at which the Rights are terminated upon the closing of any merger or other acquisition
transaction involving us pursuant to a merger or other acquisition agreement that has been approved by our board of directors
prior to any person becoming an Acquiring Person (the earliest of (i), (ii), (iii) and (iv) is referred to as the “Expiration
Date”).
Each
share of Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal
to the greater of (i) $1.00 per share or (ii) an amount equal to 1,000 times the dividend declared per share of common stock.
Each share of Preferred Stock will entitle the holder thereof to 1,000 votes on all matters submitted to a vote of our stockholders.
In the event of any merger, consolidation or other transaction in which shares of common stock are converted or exchanged, each
share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of common stock.
The
exercise price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights
or warrants to subscribe for or purchase Preferred Stock or convertible securities at less than the then-current market price
of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other
than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Stock issuable
upon exercise of each Right are also subject to adjustment in the event of a stock split, reverse stock split, stock dividends
and other similar transactions.
In
the event that, after a person or a group of affiliated or associated persons has become an Acquiring Person, we are acquired
in a merger or other business combination transaction, or 50% or more of our assets or earning power are sold, proper provision
will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then-current
exercise price of the Right, that number of shares of common stock of the acquiring company having a market value at the time
of that transaction equal to two times the exercise price.
With
certain exceptions, no adjustment in the exercise price will be required unless such adjustment would require an increase or decrease
of at least one percent in the exercise price. No fractional shares of Preferred Stock will be issued (other than fractions which
are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at our election, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the trading
day immediately prior to the date of exercise.
At
any time after any person or group of affiliated or associated persons becomes an Acquiring Person and prior to the acquisition
of beneficial ownership by such Acquiring Person of 50% or more of the outstanding shares of common stock, our board of directors,
at its option, may exchange each Right (other than Rights owned by such person or group of affiliated or associated persons which
will have become void), in whole or in part, at an exchange ratio of ten shares of common stock per outstanding Right (subject
to adjustment).
At
any time before any person or group of affiliated or associated persons becomes an Acquiring Person, our board of directors may
redeem the Rights in whole, but not in part, at a price of $0.001 per Right (subject to certain adjustments) (the “Redemption
Price”). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as our
board of directors in its sole discretion may establish.
Immediately
upon the action of our board of directors electing to redeem or exchange the Rights, we shall make an announcement thereof, and
upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
Until
a Right is exercised or exchanged, the holder thereof, as such, will have no rights as our stockholder, including, without limitation,
the right to vote or to receive dividends.
Our
board of directors may amend or supplement the Rights Agreement without the approval of any holders of Rights, including, without
limitation, in order to (a) cure any ambiguity, (b) correct inconsistent provisions, (c) alter time period provisions or (d) make
additional changes to the Rights Agreement that our board of directors deems necessary or desirable. However, from and after any
person or group of affiliated or associated persons becomes an Acquiring Person, the Rights Agreement may not be supplemented
or amended in any manner that would adversely affect the interests of the holders of Rights.
Transfer
Agent and Registrar
The
transfer agent and registrar for our securities is TranShare, which is located at 2849 Executive Drive, Suite 200, Clearwater,
Florida 33762.
LEGAL
MATTERS
The
validity of the securities offered by this prospectus, and any supplement thereto, will be passed upon for us by Ellenoff Grossman
& Schole LLP, New York, NY.
EXPERTS
The
consolidated balance sheets of MYOS RENS Technology Inc. and Subsidiary as of December 31, 2019 and 2018, and the related consolidated
statements of operations, changes in stockholders' equity, and cash flows for each of the two years in the period ended December
31, 2019 and the related notes (collectively referred to as the “financial statements”) have been audited by WithumSmith+Brown,
PC, an independent registered public accounting firm, as stated in their report dated March 24, 2020, as included in the Annual
Report on Form 10-K for the fiscal year ended December 31, 2019, which is incorporated herein by reference. Such financial statements
have been incorporated herein by reference in reliance on the report of such firm given upon their authority as experts in accounting
and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available
to the public through the Internet at the SEC’s website at www.sec.gov.
We
also make available free of charge on our Internet website at http://ir.myosrens.com all of the documents that we file with the
SEC as soon as reasonably practicable after we electronically file those documents with the SEC. Information contained on our
website is not incorporated by reference into this prospectus, and you should not consider information contained on our website
as part of this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We
are “incorporating by reference” in this prospectus certain documents we file with the SEC, which means that we can
disclose important information to you by referring you to those documents. The information in the documents incorporated by reference
is considered to be part of this prospectus. Statements contained in documents that we file with the SEC and that are incorporated
by reference in this prospectus will automatically update and supersede information contained in this prospectus, including information
in previously filed documents or reports that have been incorporated by reference in this prospectus, to the extent the new information
differs from or is inconsistent with the old information. We have filed or may file the following documents with the SEC and they
are incorporated herein by reference as of their respective dates of filing.
|
●
|
Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on March 24, 2020;
|
|
|
|
|
●
|
The
description of our common stock contained in our Form 8-A filed on July 9, 2014 and as it may be further amended from time to
time; and
|
|
●
|
The
description of our Series A preferred stock purchase rights contained in our Form 8-A filed on February 14, 2017 and as it
may be further amended from time to time.
|
All
documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the registration statement
of which this prospectus forms a part and prior to the effectiveness of the registration statement, and all such documents filed
after the date of this prospectus and before the termination or completion of this offering of our securities shall be deemed
to be incorporated by reference in this prospectus and to be a part of it from the filing dates of such documents, except in each
case for information contained in any such filing where we indicate that such information is being furnished and is not to be
considered “filed” under the Exchange Act.
Any
statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed modified,
superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus, or in any
subsequently filed document that also is deemed to be incorporated by reference in this prospectus, modifies, supersedes or replaces
such statement. Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced,
to constitute a part of this prospectus. None of the information that we disclose under Items 2.02 or 7.01 of any Current Report
on Form 8-K or any corresponding information, either furnished under Item 9.01 or included as an exhibit therein, that we may
from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus, except
as otherwise expressly set forth in the relevant document. Subject to the foregoing, all information appearing in this prospectus
is qualified in its entirety by the information appearing in the documents incorporated by reference.
Documents
incorporated by reference are available from us without charge, excluding all exhibits unless we have specifically incorporated
by reference the exhibit in this prospectus. You may obtain documents incorporated by reference in this prospectus by requesting
them in writing or by telephone from:
MYOS
RENS Technology Inc.
45
Horsehill Road, Suite 106
Cedar
Knolls, New Jersey 07927
Attention:
Secretary
(973) 509-0444
MYOS
RENS TECHNOLOGY INC.
1,533,058
Shares of
Common
Stock
April 30, 2020
MYOS RENS Technology (NASDAQ:MYOS)
Historical Stock Chart
From Aug 2024 to Sep 2024
MYOS RENS Technology (NASDAQ:MYOS)
Historical Stock Chart
From Sep 2023 to Sep 2024