Securities Registration Statement (simplified Form) (s-3/a)
May 30 2019 - 4:33PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 30, 2019
Registration
No. 333-230906
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 1 TO
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MYOS
RENS TECHNOLOGY INC.
(Exact
name of registrant as specified in its charter)
Nevada
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90-0772394
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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45
Horsehill Road, Suite 106
Cedar
Knolls, New Jersey 07927
(973)
509-0444
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Joseph
Mannello
Chief
Executive Officer
45
Horsehill Road, Suite 106
Cedar
Knolls, New Jersey 07927
(973)
509-0444
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Stuart
Neuhauser, Esq.
Joshua
N. Englard, Esq.
Ellenoff
Grossman & Schole LLP
1345
Avenue of Americas
New
York, New York 10105
(212)
370-1300
Approximate
date of commencement of proposed sale to the public
: From time to time after the effective date of this Registration Statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment
plans, check the following box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering: ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
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Amount
to be
Registered
(1)(2)
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Proposed
Maximum
Aggregate
Offering
Price
per
Security
(1)(2)
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Proposed
Maximum
Aggregate
Offering
Price
(2)
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Amount of
Registration
Fee
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Common Stock, par value $0.001 per share
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1,438,356
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$
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1.42
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$
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2,042,465.52
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$
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247.55
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Series A Preferred Stock Purchase Rights, $0.001 par value (3)(4)
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1,438,356
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--
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--
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--
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Total
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$
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247.55
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(5)
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(1)
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Pursuant
to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), the shares of common stock offered
hereby also include such presently indeterminate number of shares of the registrant’s common stock as a result of stock
splits, stock dividends or similar transactions.
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(2)
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Estimated solely
for the purpose of calculating the registration fee, pursuant to Rule 457(c) under the Securities Act, based on the average
of the high and low prices of the registrant’s common stock on The Nasdaq Capital Market on April 15, 2019.
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(3)
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Each share of common
stock currently includes a Series A Preferred Stock Purchase Right. Until the occurrence of certain events, none of which
have occurred, the Series A Preferred Stock Purchase Rights are not exercisable, are evidenced by the certificate for our
common stock and will be transferred along with and only with and are not severable from, our common stock. The value attributable
to the Series A Preferred Stock Purchase Rights, if any, is reflected in the market price of our common stock. No separate
consideration will be payable for the Series A Preferred Stock Purchase Rights.
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(4)
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No separate registration
fee required pursuant to Rule 457(g) under the Securities Act.
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(5)
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Previously
filed.
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The
registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
amendment is being filed solely to file certain exhibits to the Registration Statement.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
The
following table sets forth an estimate of the fees and expenses, other than the underwriting discounts and commissions, payable
by the registrant in connection with the issuance and distribution of the securities being registered. All the amounts shown are
estimates, except for the SEC registration fee.
SEC registration fee
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$
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247.55
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Accounting fees and expenses
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$
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10,000
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Legal fees and expenses
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$
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15,000
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Miscellaneous fees and expenses
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$
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2,252.45
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Total
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$
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27,500
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Item
15. Indemnification of Directors and Officers
Charter
and Bylaws
Our
articles of incorporation, as amended, and our amended and restated bylaws provide for the indemnification of a present or former
director or officer. We will indemnify any director, officer, employee or agent who is successful on the merits or otherwise in
defense on any action or suit. Such indemnification shall include, but not necessarily be limited to, expenses, including attorney's
fees actually or reasonably incurred by him. We may indemnify such individual against all costs, expenses and liabilities incurred
in a threatened, pending or completed action, suit or proceeding brought because such individual is a director or officer. Such
individual must have conducted himself in good faith and reasonably believed that his or her conduct was in, or not opposed to,
our best interests. In a criminal action, he or she must not have had a reasonable cause to believe that such conduct was unlawful.
Nevada
Law
We
are incorporated under the laws of the State of Nevada. Section 78.7502 of the Nevada Revised Statutes provides that a Nevada
corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
Section
78.7502 further provides a Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred
by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue
or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all
the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
Section
78.751 of the Nevada Revised Statutes provides that discretionary indemnification under Section 78.7502 unless ordered by a court
or advanced pursuant to subsection 2 of section 78.751, may be the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination
must be made by:
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By the stockholders;
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By the board of
directors by majority vote of a quorum consisting of directors - who were not parties to the action, suit or proceeding;
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If a majority vote
of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
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If a quorum consisting
of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
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The
articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and
in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director
or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to
be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
The
indemnification and advancement of expenses authorized in or ordered by a court pursuant to NRS Section 78.751:
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does not exclude
any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action
in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered
by a court pursuant to section 78.7502 or for the advancement of expenses made pursuant to subsection 2 of section 78.751,
may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions
involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and
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continues for a
person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators
of such a person.
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Other
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of our company under Nevada law or otherwise, we have been advised that the opinion of the Commission is that such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than payment by us for expenses incurred or paid by a director, officer or controlling person
of our company in successful defense of any action, suit, or proceeding) is asserted by a director, officer or controlling person
in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction, the question of whether such indemnification by it is
against public policy in the Securities Act and will be governed by the final adjudication of such issue.
Item
16. Exhibits
The
Exhibits listed on the Exhibit Index of this Registration Statement are filed herewith or are incorporated herein by reference
to other filings.
Item
17. Undertakings
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
Provided,
however,
that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the registration
statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act that are incorporated by reference in the registration statement or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i)
any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
the portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cedar Knolls, State of New Jersey, on May 30, 2019.
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MYOS RENS TECHNLOGY INC.
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By:
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/s/
Joseph Mannello
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Name: Joseph Mannello
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Title: Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
/s/
Joseph Mannello
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Chief
Executive Officer and Director
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May
30, 2019
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Joseph
Mannello
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(Principal
Executive Officer, Principal Financial Officer and
Principal Accounting Officer)
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*
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Chairman
of the Board
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May
30, 2019
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Dr.
Robert J. Hariri
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*
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Director
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May
30, 2019
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Dr.
Louis Aronne
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*
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Director
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May
30, 2019
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Christopher
Pechock
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*
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Director
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May
30, 2019
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Victor
Mandel
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*
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Director
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May
30, 2019
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John
Nosta
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Global
Chairman
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May
30, 2019
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Ren
Ren
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Director
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May
30, 2019
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Eric
Zaltas
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*
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Signed by Joseph Mannello
as Attorney-in-Fact
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EXHIBIT
INDEX
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Incorporated
by
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Exhibit
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Reference
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Filing
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Number
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Exhibit
Description
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Form
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Exhibit
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Date
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3.1
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Articles
of Incorporation
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SB-2
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3(a)
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6/27/2007
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3.2
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Amended
and Restated Bylaws
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8-K
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3.1
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1/11/2017
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3.3
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Certificate
of Amendment to Articles of Incorporation, dated June 8, 2010
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14C
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A
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6/09/2010
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3.4
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Articles
of Merger, dated May 15, 2012
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8-K
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3.1
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5/21/2012
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3.5
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Certificate
of Change Pursuant to Nevada Revised Statutes 78.209, dated February 4, 2014
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8-K
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3.1
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2/10/2014
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3.6
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Certificate
of Amendment to Articles of Incorporation, dated December 22, 2014
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8-K
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3.1
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12/23/2014
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3.7
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Certificate
of Amendment to the Articles of Incorporation, dated March 8, 2016
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8-K
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3.1
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3/8/2016
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3.8
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Articles
of Merger, dated March 17, 2016
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8-K
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3.1
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3/22/2016
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3.9
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Certificate
of Designation of Series A Preferred Stock
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8-K
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3.1
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2/14/2017
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4.1
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Form
of Series B Warrant
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8-K
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4.2
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1/28/2014
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4.2
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Form
of Series C Warrant
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10-K
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4.3
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3/27/2015
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4.3
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Form of Series E Warrant
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10-K
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4.5
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3/27/2015
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4.4
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Form
of Warrant Exercise Agreement, dated May 18, 2015
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8-K
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4.1
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5/19/2015
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4.5
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Form
of RENS Warrant
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8-K
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4.1
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12/22/2015
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4.6
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Rights
Agreement dated as of February 14, 2017 between the Company and Island Stock Transfer
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8-K
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4.1
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2/14/2017
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5.1**
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Opinion of Ellenoff Grossman & Schole LLP
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10.1
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Intellectual
Property Purchase Agreement, dated February 25, 2011, by and among the Company, Atlas Acquisition Corp. and Peak Wellness,
Inc.
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8-K
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10.1
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3/3/2011
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10.2
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Intellectual
Property Assignment Agreement, dated February 25, 2011, by and among Atlas Acquisition Corp. and Peak Wellness, Inc.
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8-K
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10.6
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3/3/2011
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10.3
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Employment
Agreement, dated as of August 24, 2017, by and between Joseph Mannello and the Company
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8-K
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10.1
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8/28/2017
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10.4
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Form of Advisory Board Agreement
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S-1
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10.6
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8/6/2012
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10.5
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Commercial Lease, dated August 1, 2012
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S-1
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10.10
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11
/5/2012
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10.6
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Third Amendment to Commercial Lease, dated March 28, 2019
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10-Q
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10.2
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5/8/2019
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10.7
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Form of Securities Purchase Agreement, dated April 25, 2018
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8-K
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10.1
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4/27/2018
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10.8
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Form of Securities Purchase Agreement, dated March 20, 2019
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8-K
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10.1
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3/26/2019
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10.9
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2012
Equity Incentive Plan, as amended
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10-K
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10.10
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3/27/2018
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10.10
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Securities
Purchase Agreement, dated December 17, 2015, by and between the Company and RENS Technology Inc.
|
|
8-K
|
|
10.1
|
|
12/22/2015
|
10.11
|
|
Exclusive
Distribution Agreement, dated December 17, 2015, by and between the Company and RENS Agriculture Science & Technology Co. Ltd.
|
|
8-K
|
|
10.2
|
|
12/22/2015
|
10.12
|
|
Promissory Note, dated August 30, 2018
|
|
10-Q
|
|
10.1
|
|
11/13/2018
|
10.13
|
|
Sales Agreement, dated July 24, 2018, between the Company and H.C. Wainwright & Co., LLC
|
|
8-K
|
|
10.1
|
|
7/24/2018
|
21.1
|
|
Subsidiaries
of the Registrant
|
|
10-K
|
|
21.1
|
|
3/30/2016
|
23.1*
|
|
Consent of WithumSmith+Brown, PC, Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
23.2**
|
|
Consent
of Ellenoff Grossman & Schole LLP (Included in Exhibit 5.1)
|
|
|
|
|
|
|
II-6
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