Nevada
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000-53298
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20-8758875
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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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¨
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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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Exhibit Number
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Description
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3.1
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Articles of Merger filed with the Nevada Secretary of State
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99.1
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Press release issued by the Company on May 21, 2012
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MYOS CORPORATION
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By:
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/s/ Peter Levy
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Name: Peter Levy
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Title: Chief Operating Officer
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
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Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
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Document Number
20120345025-64
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Filing Date and Time
05/15/2012 4:25 PM
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Entity Number
E0256042007-3
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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MYOS CORPORATION
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Name of merging entity
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Nevada
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CORPORATION
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Jurisdiction
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Entity type*
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Name of merging entity
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Jurisdiction
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Entity type*
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Name of merging entity
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Jurisdiction
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Entity type*
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Name of merging entity
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Jurisdiction
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Entity type*
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And,
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ATLAS THERAPEUTICS CORPORATION
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Name of surviving entity
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NEVADA
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CORPORATION
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Jurisdiction
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Entity type*
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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2)
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Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):
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Attn:
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c/o:
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3)
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(Choose one)
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o
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The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
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x
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The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)
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4)
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Owner's approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity) (if
there are more than four merging entities, check box
o
and attach an 8 112" x 11" blank sheet containing the required information for each additional entity):
(a) Owner's approval was not required from
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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And, or;
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ATLAS THERAPEUTICS CORPORATION |
Name of surviving entitiy, if applicable
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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MYOS CORPORATION |
Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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And, or;
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Name of surviving entitiy, if applicable
|
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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Name of merging entity, if applicable
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And, or;
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Name of surviving entitiy, if applicable
|
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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5)
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Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:
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Article I. The name of the corporation shall be MYOS Corporation.
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6)
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Location of Plan of Merger (check a or b):
(a) The entire plan of merger is attached;
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o
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(a) The entire plan of merger is attached;
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x
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(b)The entire plan of merger is on file at the registered office of the surviving
corporation, limited-liability company or business trust, or at the records office
address if a limited partnership, or other place of business of the surviving entity
(NRS 92A.200).
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7)
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Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)
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Date: | Time: |
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ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
|
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6
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USE BLACK INK ONLY – DO NOT HIGHLIGHT
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ABOVE SPACE FOR OFFICE USE ONLY
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8)
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Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada
limited-liability
limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
(if there are more than four merging entitles, check box
o
and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity.):
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MYOS CORPORATION
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Name of merging entity
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X
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PRESIDENT
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05/15/2012
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Signature
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Title
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Date
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Name of merging entity
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X | ||||
Signature
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Title
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Date
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Name of merging entity
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X | ||||
Signature
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Title
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Date
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Name of merging entity
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X | ||||
Signature
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Title
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Date
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ATLAS THERAPEUTICS CORPORATION
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Name of surviving entity
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X
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CHIEF OPERATING OFFICER
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05/15/2012
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Signature
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Title
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Date
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