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): February 10, 2014 (February 5, 2014)

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

Nevada
 
000-53298
 
90-0772394
(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)
 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 2.02 Results of Operations and Financial Condition.
 
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.
 
On February 5, 2014, MYOS Corporation (the “ Company ”) filed a Certificate of Change (the “ Certificate ”) with the Secretary of State of the State of Nevada to effect a reverse stock split of its outstanding and authorized shares of common stock at a ratio of 1 for 50 (the “ Stock Split ”). The Stock Split was previously approved by the board of directors of the Company. A copy of the Certificate of Change is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

As a result of the Stock Split, the number of the Company’s authorized shares of common stock was decreased from 300,000,000 to 6,000,000 shares of common stock and the number of its authorized shares of preferred stock was decreased from 25,000,000 to 500,000 shares of preferred stock. The effective date of the Stock Split was February 10, 2014. Upon the effectiveness of the Stock Split, the Company’s issued and outstanding shares of common stock decreased from approximately 145.9 million shares to approximately 2.9 million shares of common stock, all with a par value of $0.001. The Company has no outstanding shares of preferred stock. Fractional shares resulting from the Stock Split will be rounded up to the next whole number.

On February 10, 2014, the Company issued a press release announcing the Stock Split as well as its preliminary gross revenue and net loss figures for the fourth quarter and year ended December 31, 2013.  A copy of the press release is attached hereto as Exhibit 99.1, which shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On February 10, 2014, the Company issued a press release announcing that it had issued a letter to its shareholders. A copy of the press release is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
 
   Description
3.1        Certificate of Change filed with the Nevada Secretary of State, dated February 5, 2014
99.1   Press release issued by the Company on February 10, 2014 regarding reverse stock split
99.2   Press release issued by the Company on February 10, 2014 regarding letter to shareholders
 
 
2
 
 
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: February 10, 2014
  
 
MYOS CORPORATION
     
 
By:
/s/ Peter Levy
   
Name:  Peter Levy
   
Title:    President
 
 
3
 
Exhibit 3.1
 
Exhibit 99.1
 


MYOS CORPORATION ANNOUNCES 1-FOR-50 REVERSE STOCK SPLIT FOLLOWING
FIVE CONSECUTIVE QUARTERS OF MARKET EXPANSION AND REVENUE GROWTH

-Company plans to expand into new, high-growth markets including age management and
sarcopenia; seeks to position lead product as safe adjunct or alternative to testosterone-

CEDAR KNOLLS, NJ – February 10, 2014 -- MYOS Corporation (OTCBB:  MYOSD), an emerging biotherapeutics and bionutrition company focused on the discovery, development and commercialization of products that improve human muscle health and performance (“MYOS” or the “Company”), announced that it is effecting a 1-for-50 reverse stock split of its common stock which will be effective for trading purposes as of the commencement of trading on February 10, 2014.  As of that date, each 50 shares of issued and outstanding common stock will be converted into 1 share of common stock.  Beginning on February 10, 2014, the Company's common stock will trade on the OTC Bulletin Board under the symbol "MYOSD," with the fifth character "D" added to the end of the trading symbol, for a period of 20 trading days to indicate that the reverse stock split has occurred.  The Company's common stock will revert to trading under its original symbol "MYOS" after the 20 trading day period.

The Company also announced that its preliminary gross revenue for the year ended December 31, 2013 was approximately $3.5 million and its preliminary gross revenue since the commercial launch of MYO-T12 ® in 2012 was approximately $4.6 million.  Accordingly, following the commercial introduction of MYO-T12 to the consumer market in the fourth quarter of 2012, MYOS has experienced five consecutive quarters of gross revenue growth through the quarter ended December 31, 2013.  Full year 2013 preliminary gross revenue increased approximately 276 percent compared to full year 2012 gross revenue.  Preliminary gross revenue increased by approximately 38 percent in the quarter ended December 31, 2013 compared to the quarter ended September 30, 2013.  The Company also announced that its preliminary net loss for the year ended December 31, 2013 was approximately $4.2 million.  The preliminary net loss for the quarter ended December 31, 2013 was approximately $1.4 million compared to a net loss of approximately $780,000 for the quarter ended September 30, 2013.

“Over the course of the past twelve months, we have worked diligently to establish a strong presence for MYOS as an emerging leader in muscle health.  Our consumer bionutrition business, currently focused on the sports nutrition market, has driven solid performance with five consecutive quarters of market expansion and revenue growth. This is truly an exciting time for MYOS, and we believe we are now well positioned to expand the application of MYO-T12, now known as Fortetropin™ and sold under the brand name MYO-X™, into new markets including the treatment of age-associated muscle loss and sarcopenia associated with chronic illnesses such as cancer and neurodegenerative disease.  Given the progress in our basic and clinical research programs, we also believe we will have the opportunity to position our lead product as a safe adjunct or alternative to testosterone,” said Robert J. Hariri, M.D., Ph.D., Chairman of MYOS.
 
 
 
 



Peter Levy, MYOS President and Chief Operating Officer commented, “Our goal is to propel MYOS to its next phase of growth, and the reverse split is an integral step in MYOS’ strategic plan to maximize our opportunities and visibility.  We believe that our stakeholders will see this important event as a clear signal of our commitment to building a growing, sustainable business which will appeal to a broader base of investors and position the company for both near and long term success.”

In connection with the reverse split, the number of outstanding shares of common stock will be reduced from approximately 145.9 million shares to approximately 2.9 million shares.  The number of authorized shares of common stock will be reduced from 300,000,000 to 6,000,000 shares of common stock and the number of authorized shares of preferred stock will be reduced from 25,000,000 to 500,000 shares of preferred stock.  Any fractional shares resulting from the reverse stock split will be rounded to the nearest whole share.  The Company’s outstanding options and warrants will be adjusted accordingly.

Holders of shares of common stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse split, and will see the impact of the reverse split automatically reflected in their accounts.  Beneficial holders may contact their bank, broker or nominee for more information.  Shareholders who hold physical stock certificates may contact the Company's transfer agent, Island Stock Transfer, if they want to exchange their existing certificates for new certificates representing the post-split number of shares.  Island Stock Transfer can be reached at (727) 289-0010 or via e-mail at info@islandstocktransfer.com .
 
Additional details about the reverse stock split will be included in the Form 8-K to be filed by MYOS with the Securities and Exchange Commission and available under “Investor Relations—SEC Filings” at www.myoscorp.com .

About MYOS Corporation
MYOS is a developmental stage bionutrition and biotherapeutics company focused on the discovery, development and commercialization of products that improve muscle health and function essential to the management of sarcopenia, cachexia and degenerative muscle diseases.  MYOS is the owner of MYO-T12 ® , the first clinically proven natural myostatin inhibitor.  Myostatin is a natural regulatory protein, which inhibits muscle growth and recovery.  Medical literature suggests that lowering myostatin levels has many potential health benefits including increased muscle mass, healthy weight management, improved  energy levels, stimulation of muscle healing as well as treating sarcopenia, a condition of age-related loss of muscle mass.  For more information on MYO-T12 and to discover why MYOS is known as "The Muscle Company,"™ visit www.myoscorp.com .
 
The Company's first commercial product MYO-X ™ , powered by MYO-T12 ® , is distributed by Maximum Human Performance (MHP) and is currently available on popular retailer websites including www.mhpstrong.com , www.bodybuilding.com  and in specialty retailers including
 
 
 
 


 
GNC and Vitamin Shoppe and others.   MYOS believes that MYO-X, as well as future products it envisions, will redefine existing standards for muscle health. 

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 the successful continued research of MYO-T12 ® and its effects on myostatin inhibition, including research and development activities described herein, the successful implementation of the reverse stock split described herein, the post-reverse stock split trading of our shares on the OTC Bulletin Board, product and customer demand, the continued growth of repeat purchases, market acceptance of our products, the ability to create new products through research and development, the continued growth in market expansion and revenue, the successful entry into the new markets described herein, the ability to attract additional investors and increase shareholder value, that the gross revenue figures contained herein are preliminary and are subject to change, the ability to generate the forecasted revenue stream and cash flow from sales of MYO-X, the ability to achieve a sustainable profitable business, the effect of economic conditions, the ability to protect our intellectual property rights, the continued growth and expansion of MYO-X in GNC, Vitamin Shoppe and other specialty retail stores, the ability to strengthen our manufacturing relationships and reduce the costs of our products, 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 our Securities and Exchange Commission filings.  We undertake 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.

Contact
Jenene Thomas
Investor Relations and Corporate Communications
(973)509-0444
jthomas@myoscorp.com

Source:  MYOS Corporation

###
 
 
Exhibit 99.2
 


MYOS BOARD OF DIRECTORS ISSUES LETTER TO SHAREHOLDERS

CEDAR KNOLLS, NJ – February 10, 2014 -- MYOS Corporation (OTCBB:  MYOSD), an emerging biotherapeutics and bionutrition company focused on the discovery, development and commercialization of products that improve human muscle health and performance (“MYOS” or the “Company”), issued the following letter to its shareholders:

Dear MYOS Shareholders,

We are pleased to have this opportunity to update you on the Company’s recent progress and plans for what we expect will be an exciting 2014.  The recently announced reverse split coincides with our strategy to capitalize on the momentum we have generated both commercially and through our clinical and basic research.

Over the course of the past twelve months, our commitment to bionutrition and biotherapeutics remains stronger than ever.  We began MYOS with a vision that muscle health was the last uncharted frontier in healthcare.  We have built a set of core values that begins and ends with the understanding that muscle health is essential for everyone and an important component to the management of any chronic illness.  While our focus remains on the therapeutics side, we have catalyzed our business with the strong early performance of our first commercial product.  Our measurable success with MYO-X™, powered by Fortetropin™ (formerly known as MYOT-12®) has helped drive our business; this success is underscored by five consecutive quarters of market expansion and revenue growth. 

We have made meaningful progress advancing our biotherapeutics pipeline with encouraging safety and efficacy experience in our clinical development programs.  We are very excited by this progress and are working to identify additional therapeutic benefits in high-potential indications for our flagship formulation, Fortetropin.  We believe this heralds what we expect will be a transformational year for MYOS.

Since our last communication to you in May 2013, we have made significant progress on multiple fronts which we believe are essential to unlocking the full potential of the MYOS technology platform.  The Company has:

 
ü
Experienced five consecutive quarters of top line revenue growth through the quarter ended December 31, 2013; 
 
ü
Reported preliminary full year 2013 gross revenue increasing approximately 276 percent compared to full year 2012 gross revenue with cumulative revenue since the commercial launch of Fortetropin in 2012 totaling approximately $4.6 million;
 
ü
Completed a $4.735 million private placement to support continued investment in R&D to identify meaningful therapeutic solutions for the treatment of muscle loss associated with aging and other chronic illnesses;
 
ü
Made advancements in exploring potential treatment of sarcopenia and presented encouraging clinical data at the International Conference on Sarcopenia and Cachexia in December 2013;
 
ü
Initiated pre-clinical studies on the synergistic effects of myostatin inhibition on testosterone-mediated muscle growth with Brigham and Women's Hospital/Harvard Medical School;
 
ü
Completed the protocol design for a new clinical trial on the effects of Fortetropin for the first time being studied in females; and
 
ü
Signed an exclusive two-year supply contract with the prestigious Deutsches Institut fur Lebensmitteltechnik e.V. ("DIL") -- the German Institute for Food Technologies.
 
 
 
 
 

This significant progress, combined with our vision for the future of MYOS, supports the Company’s strategic decision to implement a reverse stock split at this time.  We are confident that we have the opportunity to significantly build on this momentum as we execute on an ambitious strategic plan.  We believe implementing a reverse split at this time will make our stock more attractive to a broad range of institutional and private investors and will ultimately increase shareholder value.  

As you have seen quarter over quarter, MYOS is building experience in the commercial sports nutrition market.  In 2014, MYOS will continue to focus on market expansion and revenue growth of our consumer brands with innovative product introductions and marketing initiatives.

Our early commercial traction in the sports nutrition market validates the importance of the muscle as a therapeutic target for the much broader markets of age- and disease-associated sarcopenia. As part of our 2014 expansion strategy, MYOS plans to conduct further clinical studies of Fortetropin and expand into additional biotherapeutic markets with high potential to bring meaningful solutions to the treatment of muscle loss associated with aging and other chronic illnesses.

We intend to position MYOS as a leader in muscle health and we expect to:

 
Ø
Continue enhancement and expansion of product manufacturing and supply chain relations;
 
Ø
Strengthen management team with key appointments including a Chief Medical Officer and preeminent scientific advisors;
 
Ø
Explore Fortetropin in conjunction with or as a replacement for testosterone therapy with the goal of positioning MYOS as a safe adjunct or alternative to testosterone;
 
Ø
Expand clinical studies in muscle health for women and aging populations; and
 
Ø
Continue to build our intellectual property and patent portfolio.

In the words of Thomas Edison: "Great ideas originate in the muscles."  The MYOS team is committed to making a difference and improving human muscle health and performance across a broad range of markets from sports nutrition to age- and disease-related sarcopenia where the potential to serve these unmet medical needs remains high.

Finally, we are pleased announce that we recently launched a new MYOS website that is much more representative of the Company’s focus on the importance of muscle health and the science behind the need for improved muscle health.  We believe our new website is a reflection of our roots as a biotherapeutics company that is reliant on research and development.  We encourage you to visit the website at www.myoscorp.com.

On behalf of the MYOS Board and Management Team we would like to thank you for your unwavering support and look forward to an exciting 2014!

Sincerely,
 
MYOS Board of Directors
 
 
 
 


About MYOS Corporation
MYOS is a developmental stage  bionutrition and biotherapeutics company focused on the discovery, development and commercialization of products that improve muscle health and function essential to the management of sarcopenia, cachexia and degenerative muscle diseases.  MYOS is the owner of MYO-T12®, the first clinically proven natural myostatin inhibitor. Myostatin is a natural regulatory protein, which inhibits muscle growth and recovery. Medical literature suggests that lowering myostatin levels has many potential health benefits including increased muscle mass, healthy weight management, improved  energy levels, stimulation of muscle healing as well as treating sarcopenia, a condition of age-related loss of muscle mass. For more information on MYO-T12 and to discover why MYOS is known as "The Muscle Company,"™ visit www.myoscorp.com.

The Company's first commercial product MYO-XTM, powered by MYO-T12®, is distributed by Maximum Human Performance (MHP) and is currently available on popular retailer websites including www.mhpstrong.com, www.bodybuilding.com and in specialty retailers including GNC and Vitamin Shoppe and others.   MYOS believes that MYO-X, as well as future products it envisions, will redefine existing standards for muscle health. 

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 the successful continued research of MYO-T12 ® and its effects on myostatin inhibition, including research and development activities described herein, the successful implementation of the reverse stock split described herein, the post-reverse stock split trading of our shares on the OTC Bulletin Board, product and customer demand, the continued growth of repeat purchases, market acceptance of our products, the ability to create new products through research and development, the continued growth in market expansion and revenue, the successful entry into the new markets described herein, the ability to attract additional investors and increase shareholder value, that the gross revenue figures contained herein are preliminary and are subject to change, the ability to generate the forecasted revenue stream and cash flow from sales of MYO-X, the ability to achieve a sustainable profitable business, the effect of economic conditions, the ability to protect our intellectual property rights, the continued growth and expansion of MYO-X in GNC, Vitamin Shoppe and other specialty retail stores, the ability to strengthen our manufacturing relationships and reduce the costs of our products, 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 our Securities and Exchange Commission filings. We undertake 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.

Contact:
Jenene Thomas
Investor Relations and Corporate Communications
(973)509-0444
jthomas@myoscorp.com

Source:  MYOS Corporation