MYOS RENS TECHNOLOGY INC. (NASDAQ:MYOS) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

The information set forth under Item 3.03 Material Modification
to Rights of Security Holders of this Current Report on Form 8-K
with respect to the entry into the Rights Agreement (as described
below) is incorporated into this Item 1.01 by reference.

Effective February 14, 2017, the Board of Directors (the
Board) of MYOS RENS Technology Inc., a Nevada corporation
(the Company), declared a dividend of one right (a
Right) for each of the Companys issued and outstanding
shares of common stock, $0.001 par value per share (Common
Stock). The dividend will be paid to the stockholders of
record at the close of business on February 24, 2017 (the
Record Date). Each Right entitles the registered holder,
subject to the terms of the Rights Agreement (as defined below),
to purchase from the Company one one-thousandth of a share of the
Companys Series A Preferred Stock (the Preferred Stock) at
a price of $7.00 (the Exercise Price), subject to certain
adjustments. The description and terms of the Rights are set
forth in the Rights Agreement dated as of February 14, 2017 (the
Rights Agreement) between the Company and Island Stock
Transfer, as Rights Agent (the Rights Agent).

The Rights will not be exercisable until the earlier to occur of
(i) the close of business on the tenth business day after a
public announcement or filing that a person has, or group of
affiliated or associated persons or persons acting in concert
have, become an Acquiring Person, which is defined as a
person or group of affiliated or associated persons or persons
acting in concert who, at any time after the date of the Rights
Agreement, have acquired, or obtained the right to acquire,
beneficial ownership of 10% or more of the Companys outstanding
shares of Common Stock, subject to certain exceptions or (ii) the
close of business on the tenth business day after the
commencement of, or announcement of an intention to commence, a
tender offer or exchange offer the consummation of which would
result in any person becoming an Acquiring Person (the earlier of
such dates being called the Distribution Date). Certain
synthetic interests in securities created by derivative
positions, whether or not such interests are considered to be
ownership of the underlying Common Stock or are reportable for
purposes of Regulation 13D of the Securities Exchange Act of
1934, as amended, are treated as beneficial ownership of the
number of shares of Common Stock equivalent to the economic
exposure created by the derivative position, to the extent actual
shares of the Common Stock are directly or indirectly held by
counterparties to the derivatives contracts.

With respect to certificates representing shares of Common Stock
outstanding as of the Record Date, until the Distribution Date,
the Rights will be evidenced by such certificates for shares of
Common Stock registered in the names of the holders thereof, and
not by separate Rights Certificates, as described further below.
With respect to book entry shares of Common Stock outstanding as
of the Record Date, until the Distribution Date, the Rights will
be evidenced by the balances indicated in the book entry account
system of the transfer agent for the Common Stock. Until the
earlier of the Distribution Date and the Expiration Date, as
described below, the transfer of any shares of Common Stock
outstanding on the Record Date will also constitute the transfer
of the Rights associated with such shares of Common Stock. As
soon as practicable after the Distribution Date, separate
certificates evidencing the Rights (Right Certificates)
will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date, and such Right
Certificates alone will evidence the Rights.

The Rights, which are not exercisable until the Distribution
Date, will expire prior to the earliest of (i) February 14, 2020;
(ii) the time at which the Rights are redeemed to the Rights
Agreement; (iii) the time at which the Rights are exchanged to
the Rights Agreement and (iv) the time at which the Rights are
terminated upon the closing of any merger or other acquisition
transaction involving the Company to a merger or other
acquisition agreement that has been approved by the Board prior
to any person becoming an Acquiring Person (the earliest of (i),
(ii), (iii) and (iv) is referred to as the Expiration
Date).

Each share of Preferred Stock will be entitled, when, as and if
declared, to a preferential per share quarterly dividend payment
equal to the greater of (i) $1.00 per share or (ii) an amount
equal to 1,000 times the dividend declared per share of Common
Stock. Each share of Preferred Stock will entitle the holder
thereof to 1,000 votes on all matters submitted to a vote of the
stockholders of the Company. In the event of any merger,
consolidation or other transaction in which shares of Common
Stock are converted or exchanged, each share of Preferred Stock
will be entitled to receive 1,000 times the amount received per
one share of Common Stock.

The Exercise Price payable, and the number of shares of Preferred
Stock or other securities or property issuable, upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of the Preferred
Stock, (ii) upon the grant to holders of the Preferred Stock of
certain rights or warrants to subscribe for or purchase Preferred
Stock or convertible securities at less than the then-current
market price of the Preferred Stock or (iii) upon the
distribution to holders of the Preferred Stock of evidences of
indebtedness or assets (excluding regular periodic cash dividends
or dividends payable in Preferred Stock) or of subscription
rights or warrants (other than those referred to above). The
number of outstanding Rights and the number of one
one-thousandths of a Preferred Stock issuable upon exercise of
each Right are also subject to adjustment in the event of a stock
split, reverse stock split, stock dividends and other similar
transactions.

In the event that, after a person or a group of affiliated or
associated persons has become an Acquiring Person, the Company is
acquired in a merger or other business combination transaction,
or 50% or more of the Companys assets or earning power are sold,
proper provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise thereof
at the then-current exercise price of the Right, that number of
shares of common stock of the acquiring company having a market
value at the time of that transaction equal to two times the
Exercise Price.

With certain exceptions, no adjustment in the Exercise Price will
be required unless such adjustment would require an increase or
decrease of at least one percent in the Exercise Price. No
fractional shares of Preferred Stock will be issued (other than
fractions which are integral multiples of one one-thousandth of a
share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts) and, in lieu
thereof, an adjustment in cash will be made based on the market
price of the Preferred Stock on the trading day immediately prior
to the date of exercise.

At any time after any person or group of affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition
of beneficial ownership by such Acquiring Person of 50% or more
of the outstanding shares of Common Stock, the Board, at its
option, may exchange each Right (other than Rights owned by such
person or group of affiliated or associated persons which will
have become void), in whole or in part, at an exchange ratio of
two shares of Common Stock per outstanding Right (subject to
adjustment).

At any time before any person or group of affiliated or
associated persons becomes an Acquiring Person, the Board may
redeem the Rights in whole, but not in part, at a price of $0.001
per Right (subject to certain adjustments) (the Redemption
Price). The redemption of the Rights may be made effective at
such time, on such basis and with such conditions as the Board in
its sole discretion may establish.

Immediately upon the action of the Board electing to redeem or
exchange the Rights, the Company shall make an announcement
thereof, and upon such election, the right to exercise the Rights
will terminate and the only right of the holders of Rights will
be to receive the Redemption Price.

Until a Right is exercised or exchanged, the holder thereof, as
such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.

The Board may amend or supplement the Rights Agreement without
the approval of any holders of Rights, including, without
limitation, in order to (a) cure any ambiguity, (b) correct
inconsistent provisions, (c) alter time period provisions or (d)
make additional changes to the Rights Agreement that the Board
deems necessary or desirable. However, from and after any person
or group of affiliated or associated persons becomes an Acquiring
Person, the Rights Agreement may not be supplemented or amended
in any manner that would adversely affect the interests of the
holders of Rights.

The Rights Agreement is attached hereto as Exhibit 4.1 and is
incorporated herein by reference. The description of the Rights
Agreement herein does not purport to be complete and is qualified
in its entirety by reference to Exhibit 4.1.

In connection with the adoption of the Rights Agreement, the
Board approved a Certificate of Designation of Series A Preferred
Stock (the Certificate of Designation). The Certificate of
Designation is filed with the Secretary of State of the State of
Nevada. See the description of the Rights Agreement in Item 3.03
of this Current Report on Form 8-K for a more complete
description of the rights and preferences of the Preferred Stock.

The Certificate of Designation is attached hereto as Exhibit 3.1
and is incorporated herein by reference. The description of the
Certificate of Designation herein does not purport to be complete
and is qualified in its entirety by Exhibit 3.1.

On February 14, 2017, the Company issued a press release
announcing the adoption of the Rights Agreement and the
declaration of the dividend of the Rights. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the
foregoing information, including Exhibit 99.1, shall not be
deemed filed for the purposes of Section 18 of the Exchange Act
or otherwise subject to the liabilities of that section, nor
shall such information, including Exhibit 99.1, be deemed
incorporated by reference into any filing under the Securities
Act of 1933 or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.

(d) Exhibits.

About MYOS RENS TECHNOLOGY INC. (NASDAQ:MYOS)

MYOS RENS Technology Inc. (MYOS), formerly MYOS Corporation, is an early-stage bionutrition and biotherapeutics company. The Company is focused on the discovery, development and commercialization of products that improve muscle health and function essential for the management of sarcopenia, cachexia and degenerative muscle diseases, and as an adjunct to the treatment of obesity. The Company is focused on the discovery, development, and commercialization of nutritional supplements, functional foods, therapeutic products, and other technologies for maintaining the health and performance of muscle tissue. MYOS is evaluating the modulation of myostatin. Its research is focused on developing strategies and therapeutic interventions to address muscle related conditions, including sarcopenia, cachexia, and inherited and acquired muscle diseases. The Company, through its subsidiary, holds the intellectual property pertaining to Fortetropin, which is a dietary supplement.

MYOS RENS TECHNOLOGY INC. (NASDAQ:MYOS) Recent Trading Information

MYOS RENS TECHNOLOGY INC. (NASDAQ:MYOS) closed its last trading session down -0.10 at 4.05 with 1,325,438 shares trading hands.