Current Report Filing (8-k)
July 24 2018 - 5:16PM
Edgar (US Regulatory)
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):
July 24, 2018
MYOS
RENS TECHNOLOGY INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-53298
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90-0772394
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(State
or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS
Employer
Identification
No.)
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45
Horsehill Road,
Suite
106 Cedar Knolls, New Jersey
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07927
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
(973) 509-0444
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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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
On
July 24, 2018, MYOS RENS Technology Inc. (the “
Company
”) entered into a Sales Agreement (the “
Agreement
”)
with H.C. Wainwright & Co., LLC (“
H.C. Wainwright
”) which establishes an at-the-market equity program pursuant
to which the Company may offer and sell shares of its common stock (the “
Shares
”), from time to time through
H.C. Wainwright, as set forth in the Agreement. Each Share includes a preferred stock purchase right that trades with the Share.
The Company will determine, at its sole discretion, the timing and number of shares to be sold pursuant to the Agreement along
with any minimum price below which sales may not be made.
Pursuant
to the Agreement, H.C. Wainwright will use its commercially reasonable efforts consistent with its normal trading and sales practices
to sell the Shares from time to time, based upon instructions from the Company. The Company has provided H.C. Wainwright with
customary indemnification rights, and H.C. Wainwright will be entitled to a commission of up to five percent of the gross proceeds
per share sold. In addition, the Company has agreed to pay certain expenses incurred by H.C. Wainwright in connection with the
Agreement, including up to $50,000 of the fees and disbursements of its counsel. The Agreement will terminate upon the sale of
all of the Shares under the Agreement unless terminated earlier by either party as permitted under the Agreement.
Sales
of the Shares, if any, under the Agreement shall be made in transactions that are deemed to be “at the market offerings”
as defined in Rule 415 under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the Shares,
and, at any time, the Company may suspend offers under the Agreement or terminate the Agreement.
The
Shares are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333-221119), which was
declared effective on May 15, 2018 by the Securities and Exchange Commission (the “
SEC
”). The Shares may be
offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.
A prospectus supplement relating to the offering of the Shares will be filed with the SEC and will be available on the SEC’s
website at http://www.sec.gov.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement,
which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
The
legal opinion, including the related consent, of Ellenoff Grossman & Schole LLP relating to the legality of the issuance and
sale of the Shares is filed hereto as Exhibit 5.1.
This
Current Report on Form 8-K does not constitute an offer to sell the Shares or a solicitation of an offer to buy such securities,
nor shall there be any sale of the Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
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.
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MYOS
RENS TECHNOLOGY, INC.
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Dated: July
24, 2018
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By:
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/s/
Joseph Mannello
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Name:
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Joseph
Mannello
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Title:
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Chief
Executive Officer
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2
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