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):
March 8, 2016 (March 3, 2016)
MYOS CORPORATION
(Exact name of registrant as specified
in its charter)
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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):
☐ 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))
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Item 1.01. Entry into a Material Definitive Agreement.
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As previously reported
on a Current Report on Form 8-K filed on December 22, 2015 by MYOS Corporation (the “
Company
”), on December
17, 2015, the Company entered into a Securities Purchase Agreement (the “
Purchase Agreement
”) with RENS Technology
Inc. (the “
Purchaser
”), pursuant to which the Purchaser agreed to invest $20.25 million in the Company (the
“
Financing
”) in exchange for (i) an aggregate of 3,537,037 shares (the “
Shares
”) of the Company’s
common stock, par value $0.001 per share (“
Common Stock
”), and (ii) warrants to purchase an aggregate of 884,259
shares of Common Stock (the “
Warrants
). The Purchaser agreed to purchase the Shares and Warrants in three tranches
over twenty-four months. The closing of the Financing was made subject to receipt of stockholder approval of the Financing.
On March 3, 2016, the
Company’s stockholders approved the Financing and related proposals at a special meeting of stockholders (the “
Special
Meeting
”) as described in more detail in Item 5.07 below. Later that day, the Company closed the initial tranche of
the Financing (the “
Initial Closing
”), pursuant to which the Purchaser acquired 1,500,000 Shares and 375,000
Warrants (with an exercise price of $7.00 per share) for $5.25 million.
Item 3.02. Unregistered
Sales of Equity Securities.
The information set forth in Item 1.01 above relating to the issuance of the securities in the
Initial Closing is incorporated herein by reference. The issuance of the securities was exempt from the registration requirements
of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated
thereunder.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
March 3, 2016, at the Special Meeting, the Company’s stockholders (i) elected Ren Ren, Dr. Robert J. Hariri and Bin Zhou
to serve as Class I directors of the Company, (ii) elected Dr. Louis Aronne, Zhengguang Lyu and Christopher Pechock to serve as
Class II directors of the Company and (iii) elected K. Bryce Toussaint, Joseph Mannello and Guiying Zhao to serve as Class III
directors of the Company. The three Class III directors were elected for one-year terms, expiring at the Company’s first
annual meeting following the Initial Closing (expected to be held in the fourth quarter of 2016), the three Class II directors
were elected for two-year terms, expiring at the time of the Company’s second annual meeting following the Initial Closing
(expected to be held in the fourth quarter of 2017) and the three Class I directors were elected for three-year terms, expiring
at the time of the Company’s third annual meeting following the Initial Closing (expected to be held in the fourth quarter
of 2018).
On
March 3, 2016, in connection with the closing of the Financing, each of Dr. Buzz Aldrin, Dr. Sapna Srivastava, Jack Levine, Victor
Mandel and John Nosta resigned as directors of the Company, effective immediately. None of the resignations were a result of any
disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 5.03. Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On March 8,
2016, the Company filed a Certificate of Amendment (the “
Certificate of Amendment
”) to its Articles of Incorporation
(as amended, the “
Charter
”) with the Secretary of State of the State of Nevada to: (i) increase the number of
shares of common stock authorized for issuance from 8,000,000 to 12,000,000 and (ii) classify the membership of the Board of Directors
of the Company (the “
Board
”) into three classes, as nearly equal in number as possible, with one class to be
elected annually for staggered three-year terms.
The foregoing description
of the Certificate of Amendment is qualified in its entirety by reference to the complete text of the Certificate of Amendment
filed hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of
Matters to a Vote of Security Holders.
On March 3, 2016,
the Company held the Special Meeting. At the Special Meeting, stockholders (i) approved the Purchase Agreement and the related
Financing pursuant to the rules of the NASDAQ Stock Market (the “
NASDAQ Proposal
”), (ii) approved certain proposed
changes to the Charter (the “
Charter Amendment Proposals
”) and (iii) elected Ren Ren, Dr. Robert J. Hariri and
Bin Zhou to serve as Class I directors of the Company, elected Dr. Louis Aronne, Zhengguang Lyu and Christopher Pechock to serve
as Class II directors of the Company and elected K. Bryce Toussaint, Joseph Mannello and Guiying Zhao to serve as Class III directors
of the Company (the “
Director Election Proposal
”).
Set forth below
are the final voting results for each of the proposals:
Proposal 1 – NASDAQ
Proposal
Stockholders
were asked to consider and vote upon a proposal to adopt and approve the Purchase Agreement and the transactions contemplated thereby.
The voting results were as follows:
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Votes For
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Votes Against
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Abstain
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2,031,763
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290
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1,452
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Charter Amendment Proposals
Proposal 2
Stockholders
were asked to consider and vote upon a proposed amendment to the Charter to increase the Company’s authorized shares of common
stock from 8,000,000 to 12,000,000.The voting results were as follows:
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Votes For
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Votes Against
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Abstain
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2,982,425
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46,332
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1,869
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Proposal 3
Stockholders
were asked to consider and vote upon a proposed amendment to the Charter to provide for the classification of the Board into three
classes of directors with staggered three-year terms of office. The voting results were as follows:
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Votes For
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Votes Against
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Abstain
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1,950,548
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80,905
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2,052
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Proposal 4
Stockholders
were asked to consider and vote upon a proposed amendment to the Charter to change the Company’s name. The Company is evaluating
its options regarding the name change and the timing thereof. The voting results were as follows:
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Votes For
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Votes Against
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Abstain
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3,024,803
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3,103
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2,723
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Proposal 5 – Director
Election Proposal
Stockholders
were asked to consider and vote upon the election of: (i) Ren Ren, Dr. Robert J. Hariri and Bin Zhou as Class I directors of the
Company, (ii) Dr. Louis Aronne, Zhengguang Lyu and Christopher Pechock as Class II directors of the Company and (iii) K. Bryce
Toussaint, Joseph Mannello and Guiying Zhao as Class III directors of the Company. The voting results were as follows:
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Director
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Class
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Votes For
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Abstain
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Ren Ren
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I
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2,021,519
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11,986
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Dr. Robert J. Hariri
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I
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1,893,240
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140,265
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Bin Zhou
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I
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2,026,342
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7,163
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Dr. Louis J. Arrone
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II
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1,897,663
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135,842
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Zhengguang Lyu
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II
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2,022,720
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10,785
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Christopher Pechock
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II
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2,021,163
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12,342
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K. Bryce Toussaint
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III
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2,023,240
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10,265
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Joseph Mannello
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III
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2,027,663
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5,842
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Guiying Zhao
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III
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2,027,143
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6,362
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Item 8.01.
Other Events
On March 4, 2016, the Company issued
a press release announcing the First Closing. A copy of the press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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3.1
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Certificate of Amendment to the Articles of Incorporation, dated March 8, 2016
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99.1
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Press Release, dated March 4, 2016
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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MYOS CORPORATION
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Dated: March 8, 2016
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/s/ Joseph C. DosSantos
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Name: Joseph C. DosSantos
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Title: Chief Financial Officer
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4
Exhibit 3.1
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BARBARA K. CEGAVSKE
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Secretary of State
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202 North Carson Street
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Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
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Certificate of Amendment
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(PURSUANT TO NRS 78.385 AND 78.390)
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USE BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Certificate of Amendment to Articles
of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390
- After Issuance of Stock)
1. Name of corporation:
MYOS Corporation
2. The articles have been amended as follows: (provide
article numbers, if available)
Article 3. Board of Directors.
The number of directors of the Corporation shall be fixed
from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Board of Directors.
The Board of Directors shall be divided into three classes, as nearly equal in number as possible and designated Class III, Class
II and Class I. The term of the initial Class III Directors shall expire at the first annual meeting of the stockholders of the
Corporation following the effectiveness of this Certificate of Amendment; the term of the initial Class II Directors shall expire
at the second annual meeting of the stockholders of the Corporation following the effectiveness of this Certificate of Amendment;
and the term of the initial Class I Directors shall expire at the third annual meeting of the stockholders of the Corporation following
the effectiveness of this Certificate of Amendment. At each succeeding annual meeting of the stockholders of the Corporation, beginning
with the first annual meeting of the stockholders of the Corporation following the effectiveness of this Certificate of Amendment,
successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. If the number
of directors is changed, any increase or decrease shall be apportioned by the Board of Directors among the classes so as to maintain
the number of directors in each class as nearly equal as possible, but in no case shall a decrease in the number of directors shorten
the term of any incumbent director. Subject to this Section 3, a director shall hold office until the annual meeting for the year
in which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such director’s
earlier death, resignation, retirement, disqualification or removal.
Article 4. Authorized Shares.
The aggregate number of shares which the corporation shall
have authority to issue shall consist of 12,000,000 shares of Common Stock having a $0.001 par value, and 500,000 shares of Preferred
Stock having a $0.001 par value. The Common Stock and/or Preferred Stock of the Company may be issued from time to time without
prior approval by the stockholders. The Common Stock and/or Preferred Stock may be issued for such consideration as may be fixed
from time to time by the Board of Directors. The Board of Directors may issue such shares of Common Stock and/or Preferred Stock
in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions
thereof as shall be stated in the resolution or resolutions.
3. The vote by which the stockholders holding shares in the
corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as
may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation*
have voted in favor of the amendment is: 54.9%
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4. Effective date of filing: (optional)
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(must not be later than 90 days after the certificate is filed)
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5. Signature: (required)
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X
/s/ Joseph C. DosSantos
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Signature of Officer
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*If any proposed amendment would alter or change any preference
or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote,
in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of
each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above
information and submit with the proper fees may cause this filing to be rejected.
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Nevada Secretary of State Amend Profit-After
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This form must be accompanied by appropriate fees.
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Revised: 1-5-15
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Exhibit 99.1
MYOS
Corporation Announces the Initial Closing of a Strategic Investment by RENS Technology Inc.
CEDAR KNOLLS, NJ -- (Marketwired)
– 03/04/16 -- M
YOS Corporation ("MYOS" or the "Company") (NASDAQ: MYOS), an emerging biotherapeutics
and bionutrition company focused on the discovery, development and commercialization of products that improve human muscle health
and performance, announced today that it has closed the initial tranche of the previously-announced strategic investment (the
“Financing”) by RENS Technology Inc. (“RENS”). In connection with the initial closing, RENS invested $5.25
million and received 1,500,000 shares of the Company’s common stock and a warrant to purchase 375,000 shares of common stock
at $7.00 per share. The parties intend to conduct two additional closings over the next twenty-four months for an additional $15.0
million in gross proceeds.
MYOS intends to use the net proceeds from the initial tranche
of the Financing to fund its working capital, product development and marketing, research and development and other general corporate
purposes.
MYOS and RENS Agriculture Science &
Technology Co. Ltd. (“RENS Agriculture”), the parent company of RENS, have begun expanding their collaborative efforts
to distribute the Company’s proprietary products in China and Southeast Asia. The parties will work together to utilize RENS
Agriculture’s food technologies in the Company’s existing and future products, find suitable manufacturing partners
and acquisition targets in China and establishing a subsidiary in China for these purposes.
Mr. Ren Ren, Chairman of RENS Agriculture, commented, “We
are excited to begin expanding the strategic collaboration between the companies that will enable globalization of the powerful
products developed by MYOS as well as enable MYOS to continue its research and development activities and marketing of its revolutionary
bionutrition products.”
Dr. Robert Hariri, Founder and Chairman of MYOS, added, “I
am proud to see how well the companies worked together to complete this transaction in a short timeframe. We look forward to working
together to expand the Company’s market opportunities and global footprint.”
About MYOS Corporation
MYOS is an emerging biotherapeutics and bionutrition 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 Fortetropin®, the first clinically proven natural
myostatin reducing agent. 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. To discover why MYOS is known as "The Muscle Company,"™ visit www.myoscorp.com
About RENS Agriculture
RENS Agriculture was founded by Mr. Ren Ren and has substantial
investments in the food and agricultural sectors in China. RENS Agriculture’s proprietary “fresh freezing and preservation
technology” is a leading food freezing technology that not only extends the refrigerator life of foods but also preserves
their flavor and texture. As food safety is a major concern in China, which also brings additional market opportunities, RENS Agriculture
has focused on investing in a number of “safe foods industrial parks” in China. These parks have food freezing facilities
that use RENS Agriculture’s technology to freeze the foods produced by the farms inside and around the park and directly
deliver these frozen foods to supermarkets and consumers. RENS Agriculture’s goal is to deliver safe quality foods to millions
of consumers in China. RENS Agriculture has invested in a bamboo roots processing facility in Hangzhou, fish farms in Zhoushan,
tea oil plants in Jiangxi, and frozen foods processing centers in Beijing and Nanjing. RENS Agriculture also cooperated with Chilean
fishing industry to import salmon and is negotiating with Australian farmers to import beef and lamb into China.
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 Fortetropin® and its effects on myostatin levels, inflammatory cytokine levels and cholesterol levels, the successful launch
and customer demand for our Rē Muscle Health™ and other products, the closing of the second and third tranches of the
Financing, the continued growth of repeat purchases, market acceptance of our existing and future products, the ability to create
new products through research and development, growth in our revenue, including the successful expansion through the distribution
efforts with RENS, the successful entry into new markets including the age management market, the ability to collect our accounts
receivable from our distributors, our ability to raise capital to fund continuing operations, including closing the second and
third tranches of the Financing and through the exercise of the warrants issued in the Financing, the ability to attract additional
investors and increase shareholder value, the ability to generate the forecasted revenue stream and cash flow from sales of Fortetropin®
and Rē Muscle Health™, the ability to achieve a sustainable profitable business, the effect of economic conditions,
the ability to protect our intellectual property rights, the ability to maintain and expand our manufacturing capabilities including
finding suitable manufacturing partners in China and reduce the costs of our products, the ability to comply with NASDAQ's continuing
listing standards, the ability to acquire suitable acquisition targets, competition from other providers and products, risks in
product development, 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.
Contact:
Joseph DosSantos
Chief Financial Officer
(973) 509-0444
jdossantos@myoscorp.com