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

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

Item 1.01. Entry into a Material Definitive Agreement

On February 21, 2017, MYOS RENS Technology Inc. (the
Company) entered into a Sales Agreement (the
Agreement) with H.C. Wainwright Co., LLC
(H.C. Wainwright) which establishes an
at-the-market equity program to which the Company may offer and
sell up to $6.0 million of its shares of common stock (the
Shares), from time to time through H.C.
Wainwright, as set forth in the Agreement. The Company will
determine, at its sole discretion, the timing and number of
shares to be sold to the Agreement along with any minimum price
below which sales may not be made.

to the Agreement, H.C. Wainwright will use its commercially
reasonable efforts consistent with its normal trading and sales
practices to sell the Shares from time to time, based upon
instructions from the Company. The Company has provided H.C.
Wainwright with customary indemnification rights, and H.C.
Wainwright will be entitled to a commission at a fixed rate equal
to three percent (3.0%) of the gross proceeds per share sold. In
addition, the Company has agreed to pay certain expenses incurred
by H.C. Wainwright in connection with the Agreement, including up
to $50,000 of the fees and disbursements of their counsel. The
Agreement will terminate upon the sale of all of the Shares under
the Agreement unless terminated earlier by either party as
permitted under the Agreement.

Sales of the Shares, if any, under the Agreement shall be made in
transactions that are deemed to be at the market offerings as
defined in Rule 415 under the Securities Act of 1933, as amended
(the Securities Act), including sales made from
time to time directly on or through the Nasdaq Capital Market, on
any other existing trading market for the common stock, to or
through a market maker other than on an exchange or otherwise, in
negotiated transactions at market prices prevailing at the time
of sale or at prices related to such prevailing market prices,
and/or in any other method permitted by law. The Company has no
obligation to sell any of the Shares, and, at any time, the
Company may suspend offers under the Agreement or terminate the
Agreement.

The Shares are being offered by the Company to a shelf
registration statement on Form S-3 (File No. 333-199392), which
was declared effective on October 28, 2014 by the Securities and
Exchange Commission (the SEC). The Shares may be
offered only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration
statement. A prospectus supplement relating to the offering of
the Shares will be filed with the SEC and will be available on
the SECs website at http://www.sec.gov.

The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Agreement, which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.

The legal opinion, including the related consent, of Ellenoff
Grossman Schole LLP relating to the legality of the issuance and
sale of the Shares is filed hereto as Exhibit 5.1.

This Current Report on Form 8-K does not constitute an offer to
sell the Shares or a solicitation of an offer to buy such
securities, nor shall there be any sale of the Shares in any
state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description
5.1 Opinion of Ellenoff Grossman Schole LLP
10.1 Sales Agreement, dated February 21, 2017, between the Company
and H.C. Wainwright Co., LLC
23.1 Consent of Ellenoff Grossman Schole LLP (included in Exhibit
5.1)


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 00.00 at 3.53 with 204,664 shares trading hands.