SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Commission File Number)||
45 Horsehill Road,
Suite 106 Cedar Knolls, New Jersey
|(Address of principal executive offices)||(Zip Code)|
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))
|Item 1.01. Entry into a Material Definitive Agreement.|
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:
|Votes For||Votes Against||Abstain|
Charter Amendment Proposals
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:
|Votes For||Votes Against||Abstain|
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:
|Votes For||Votes Against||Abstain|
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:
|Votes For||Votes Against||Abstain|
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:
|Dr. Robert J. Hariri||I||1,893,240||140,265|
|Dr. Louis J. Arrone||II||1,897,663||135,842|
|K. Bryce Toussaint||III||2,023,240||10,265|
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.
|3.1||Certificate of Amendment to the Articles of Incorporation, dated March 8, 2016|
|99.1||Press Release, dated March 4, 2016|
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.
|Dated: March 8, 2016||/s/ Joseph C. DosSantos|
|Name: Joseph C. DosSantos|
|Title: Chief Financial Officer|
|BARBARA K. CEGAVSKE|
|Secretary of State|
|202 North Carson Street|
Carson City, Nevada 89701-4201
|Certificate of Amendment|
|(PURSUANT TO NRS 78.385 AND 78.390)|
|USE BLACK INK ONLY - DO NOT HIGHLIGHT||ABOVE SPACE IS FOR OFFICE USE ONLY|
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:
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%
|4. Effective date of filing: (optional)|
|(must not be later than 90 days after the certificate is filed)|
5. Signature: (required)
|X /s/ Joseph C. DosSantos|
|Signature of Officer|
*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.
|Nevada Secretary of State Amend Profit-After|
|This form must be accompanied by appropriate fees.||Revised: 1-5-15|
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.
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.
Chief Financial Officer