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): February 21, 2020 (February 14, 2020)

 

MYOS RENS TECHNOLOGY INC.

(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)   (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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock, par value $0.001 Series A Preferred Stock Purchase Rights, $0.001 par value  

 

MYOS

 

 

The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

  

 

 

 

 

Item 1.01.Entry into a Material Definitive Agreement.

 

On February 14, 2020, MYOS RENS Technology Inc. (the “Company”) entered into the First Amendment to Rights Agreement (the “Amendment”) with Transhare, as rights agent, which amends the Rights Agreement, dated as of February 14, 2017 (the “Rights Agreement”) previously entered into between the Company and Island Stock Transfer, as rights agent. The Amendment: (i) extends the Final Expiration Date (as defined in the Rights Agreement) from February 14, 2020 to February 14, 2021; and (ii) changes the Exchange Ratio (as defined in the Rights Agreement) from two shares of common stock to ten shares of common stock.

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 3.03.Material Modification to Rights of Security Holders.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number
  Description
4.1       

First Amendment to Rights Agreement, dated as of February 14, 2020, by and between MYOS RENS Technology Inc. and Transhare, as Rights Agent

 

1

 

 

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.

 

  MYOS RENS TECHNOLOGY, INC.
     
Dated:  February 21, 2020 By: /s/ Joseph Mannello
  Name:  Joseph Mannello
  Title: Chief Executive Officer

 

 

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