UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 21, 2012 (May 15, 2012)

MYOS CORPORATION
 (Exact name of registrant as specified in its charter)

Nevada
 
000-53298
 
20-8758875
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
45 Horsehill Road, Suite 106
Cedar Knolls, New Jersey 07927
 (Address of Principal Executive Offices)
 
(973) 509-0444
(Issuer’s telephone number)

Atlas Therapeutics Corporation
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
 
On May 15, 2012, Atlas Therapeutics Corporation (the “ Company ”) completed a merger with its wholly-owned subsidiary, MYOS Corporation, and formally assumed the subsidiary’s name by filing Articles of Merger (the “ Articles ”) with the Secretary of State of the State of Nevada. The subsidiary was incorporated entirely for the purpose of effecting the name change and the merger did not affect the Company’s Articles of Incorporation or corporate structure in any other way. In connection with the name change, the Company’s ticker symbol was changed to “MYOS”, effective as of May 21, 2012.  A copy of the Articles is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On May 21, 2012, the Company issued a press release announcing the changes in its name and ticker symbol. A copy of the press release is attached hereto as Exhibit 99.1.

 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
 Exhibit Number
 
Description
     
3.1
 
Articles of Merger filed with the Nevada Secretary of State
     
99.1
 
Press release issued by the Company on May 21, 2012


 
 

 

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.
 
Dated: May 21, 2012
  
 
MYOS CORPORATION
 
       
 
By:
/s/ Peter Levy
 
   
Name: Peter Levy
 
   
Title:   Chief Operating Officer 
 
 

 

 
Exhibit 3.1
 
ROSS MILLER
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4069
(775) 684-5708
Website: secretaryofstate.biz
 
Filed in the office of
/s/  Ross Miller
Ross Miller
Secretary of State
State of Nevada
Document Number
20120345025-64
Filing Date and Time
05/15/2012  4:25 PM
Entity Number
E0256042007-3
 
 
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1
 
 
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE FOR  OFFICE USE ONLY

 
Articles of Merger
(Pursuant to NRS Chapter 92A)
 
 
1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box q and attach an 81/2" x11" blank sheet containing the required information for each additional entity.
 
MYOS CORPORATION
   
Name of merging entity
   
     
Nevada
 
CORPORATION
Jurisdiction
 
Entity type*
     
     
Name of merging entity
   
     
     
Jurisdiction
 
Entity type*
     
     
Name of merging entity
   
     
     
Jurisdiction
 
Entity type*
     
     
Name of merging entity
   
     
     
Jurisdiction
 
Entity type*
     
And,
   
ATLAS THERAPEUTICS CORPORATION
   
Name of surviving entity
   
     
NEVADA
 
CORPORATION
Jurisdiction
 
Entity type*
     
     
 
*corporation, non-profit corporation, limited partnership, limited-liability company  or business trust.
 
 
 
 

 
 
 
 
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
 
 
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE FOR  OFFICE USE ONLY

 
2)  
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):
 
Attn: 
 
   
c/o: 
 
 
 
 
3)  
(Choose one)
 
  o
The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
 
  x
The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)
 
 
4)  
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
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
And, or;
ATLAS THERAPEUTICS CORPORATION
Name of surviving entitiy, if applicable
 

 
 
 

 
 
 
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
 
 
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE FOR  OFFICE USE ONLY

  (b) The plan was approved by the required consent of the owners of *:
 
MYOS CORPORATION
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
And, or;
 
Name of surviving entitiy, if applicable
 
* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.
 
 
 
 
 

 

 
 
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
 
 
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE FOR  OFFICE USE ONLY
 
  (c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
 
The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
 
Name of merging entity, if applicable
 
And, or;
 
Name of surviving entitiy, if applicable
 
 
 
 
 
 

 

 
 
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
 
 
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE FOR  OFFICE USE ONLY
 
 
  5)  
Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:
 
 
Article I. The name of the corporation shall be MYOS Corporation.
 
 
6)  
Location of Plan of Merger (check a or b): (a) The entire plan of merger is attached;
 
  o
(a) The entire plan of merger is attached;
 
Or,
 
  x
(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).
 
7)  
Effective date and time of filing: (optional) (must not be later than 90 days after the certificate is filed)
 
  Date:    Time:  
 
 
* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.
 
 
 
 

 
 
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
 
 
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE FOR  OFFICE USE ONLY
 
 
  8) 
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.):
 
 
MYOS CORPORATION
       
Name of merging entity
       
         
X
 
PRESIDENT
 
05/15/2012
Signature
 
Title
 
Date
         
         
Name of merging entity
       
         
X        
Signature
 
Title
 
Date
         
         
Name of merging entity
       
         
X        
Signature
 
Title
 
Date
         
         
Name of merging entity
       
         
X        
Signature
 
Title
 
Date
         
ATLAS THERAPEUTICS CORPORATION
       
Name of surviving entity
       
         
X
 
CHIEF OPERATING OFFICER
 
05/15/2012
Signature
 
Title
 
Date

 
* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
Exhibit 99.1
 
Atlas Therapeutics Changes its Name and Ticker Symbol
to MYOS Corporation and “MYOS”; Launches New Corporate Website

Ticker Symbol Change is Effective Today, May 21, Prior to Market Opening


CEDAR KNOLLS, NJ – May 21, 2012 -- Atlas Therapeutics Corporation (OTCBB: ATTH and OTCBB: MYOS), a company focused on the discovery, development and commercialization of muscle health and performance therapeutic products, today announced it has changed its name to MYOS Corporation and its ticker symbol to “MYOS”. The new stock ticker symbol is effective today, May 21, 2012, prior to the opening of the stock market. The Company also announced this morning’s launch of its new, robust corporate website at www.myoscorp.com.

The name change reflects the Company’s transition from a single product company to a company focusing on expanding its muscle biotechnology platform to enable the development of a portfolio of revolutionary muscle health products.

MYOS believes its technology, current and future products and renewed focus represent an important shift to improving health and wellness through sophisticated treatment of muscle biochemistry. The Company believes that this shift will enable it to build a sustainable and profitable business and position itself as a pre-eminent company in the muscle health industry.

About MYOS Corporation
MYOS Corporation is focused on the discovery, development and commercialization of therapeutic products that improve muscle tissue health and performance (www.myoscorp.com).

MYOS is the owner of MYO-T12®, an over-the-counter supplement that is the world's only clinically proven myostatin inhibitor. Myostatin is a natural regulatory protein, which inhibits muscle growth and recovery. MYO-T12® is manufactured to optimize biological activity and the Company believes it has the potential to redefine existing standards of physical health and wellness enhancement. For more information on MYO-T12® and to discover why MYOS is known as “The Muscle Company,” TM visit www.MYOT12.com.

Forward-Looking Statements
Any statements in this release that are not historical facts are forward-looking statements. Actual results may differ materially from those projected or implied in any forward-looking statements. Such statements involve risks and uncertainties, including but not limited to those relating to product and customer demand, market acceptance of our products, the ability to create new products, the ability to achieve a sustainable profitable business, the effect of economic conditions, the ability to protect our intellectual property rights, competition from other providers and products, risks in product development, our ability to raise capital to fund continuing operations, and other factors discussed from time to time in the Company's Securities and Exchange Commission filings. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made except as required by law.

These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure or prevent any disease.

Investor Contact
Frank Benedetto
Tel: (561) 989-3600

MYOS Corporation
Peter Levy, Chief Operating Officer
Tel: (973) 509-0444