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 22, 2016 (March 17, 2016)
MYOS
RENS TECHNOLOGY INC.
(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
MYOS
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 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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
March 17, 2016, MYOS Corporation (the “
Company
”) completed a merger with its wholly-owned subsidiary, MYOS
RENS Technology Inc., 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 solely for the purpose of effecting the name
change and the merger did not affect the Company’s governing documents or corporate structure in any other way. A copy of
the Articles is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On
March 22, 2016, the Company issued a press release announcing the corporate name change. A copy of the press release is attached
hereto as Exhibit 99.1.
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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Articles
of Merger filed with the Nevada Secretary of State on March 17, 2016
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99.1
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Press
Release, dated March 22, 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
RENS TECHNOLOGY INC.
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Dated: March
22, 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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3
Exhibit 3.1
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BARBARA
K. CEGAVSKE
Secretary
of State
202
North Carson Street
Carson
City, Nevada 89701-4201
(775)
684-5708
Website:
www.nvsos.gov
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Articles
of Merger
(PURSUANT TO NRS 92A.200)
Page
1
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Filed in the office of
/s/ Barbara K. Cegavske
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Document Number
20160120814-35
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Barbara K. Cegavske
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Filing
Date and Time
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Secretary of State
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03/17/2016
9:52 AM
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State of Nevada
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Entity Number
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E0256042007-3
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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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Articles
of Merger
(Pursuant
to NRS Chapter 92A)
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1)
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Name and jurisdiction of organization of each constituent entity
(NRS 92A.200):
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☐
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if there are more than four merging entities, check box and
attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity from article one.
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MYOS RENS
Technology Inc.
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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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MYOS 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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* Corporation, non-profit corporation, limited partnership, limited-liability
company or business trust.
Filing Fee: $350.00
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This
form must be accompanied by appropriate fees.
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Nevada
Secretary of State 92A Merger Page 1
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Revised:
1-5-15
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BARBARA
K. CEGAVSKE
Secretary
of State
202
North Carson Street
Carson
City, Nevada 89701-4201
(775)
684-5708
Website:
www.nvsos.gov
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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 IS 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.190):
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☐
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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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☒
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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):
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☐
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if there
are more than four merging entities, check box and attach an 8 1/2" x 11" blank
sheet containing the required information for each additional entity from the appropriate
section of article four.
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(a)
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Owner's approval was not required from
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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,
MYOS Corporation
Name of
surviving
entity, if applicable
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This
form must be accompanied by appropriate fees.
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Nevada
Secretary of State 92A Merger Page 2
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Revised:
1-5-15
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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
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(775) 684-5708
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Website: www.nvsos.gov
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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 IS FOR OFFICE USE ONLY
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(b)
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The
plan was approved by the required consent of the owners of *:
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MYOS
RENS Technology Inc.
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
entity, 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.
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This form must be a accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 3
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Revised: 1-5-15
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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
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(775) 684-5708
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Website: www.nvsos.gov
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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 IS FOR OFFICE USE ONLY
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(c)
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Approval
of plan of merger for Nevada non-profit corporation (NRS 92A.160):
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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.
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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
entity, if applicable
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This form must be a accompanied by appropriate fees.
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Nevada Secretary of State 92A Merger Page 4
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Revised: 1-5-15
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BARBARA
K. CEGAVSKE
Secretary
of State
204
North Carson Street
Carson
City, Nevada 89701-4201
(775)
684-5708
Website:
www.nvsos.gov
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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 IS 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
1. The name of the corporation shall be MYOS RENS Technology Inc.
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6)
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Location
of Plan of Merger (check a or b):
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☐
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(a)
The entire plan of merger is attached;
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o
r,
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☒
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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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*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.
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This
form must be accompanied by appropriate fees.
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Nevada
Secretary of State 92A Merger Page 5
Revised:
1-5-15
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BARBARA
K. CEGAVSKE
Secretary
of State
204
North Carson Street
Carson
City, Nevada 89701-4201
(775)
684-5708
Website:
www.nvsos.gov
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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)*
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☐
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If
there are more than four merging entities, check box and attach an 8 1/2" x 11" blank sheet containing the
required information for each additional entity from article eight.
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MYOS
RENS Technology inc.
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Name
of
merging
entity
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President
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3/17/16
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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
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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
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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
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Signature
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Title
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Date
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and,
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MYOS Corporation
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Name
of
surviving
entity
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Chief Financial
Officer
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3/17/16
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Signature
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Title
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Date
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*
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.
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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This
form must be accompanied by appropriate fees.
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Nevada
Secretary of State 92A Merger Page 6
Revised:
1-5-15
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Exhibit 99.1
MYOS
Corporation Announces Corporate Name Change to
MYOS
RENS Technology Inc.
CEDAR
KNOLLS, NJ -- (Marketwired) – 03/22/16 -- MYOS 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 is changing its corporate name to MYOS RENS Technology Inc.
The name change reflects the important alignment between MYOS, a leader in bionutrition and biotherapeutic products designed to
improve the health and performance of muscle tissue, and affiliates of RENS Technology Inc., including RENS Agriculture Science
& Technology Inc., a leader in food freezing technology in China and an innovator in the science of preserving the integrity
of food-derived proteins. The Company’s common stock will continue to be listed on the Nasdaq Capital Market under the symbol
“MYOS.”
Dr.
Robert Hariri, Chairman of the Board of Directors, commented, “The new name - MYOS RENS Technology Inc. - emphasizes our
objective to globalize the powerful products developed by MYOS. As a company rooted in science and technology, we are committed
to delivering breakthrough products globally that aim to improve the health and performance of muscle tissue.”
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 recent financing with RENS (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