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 July 24, 2018, 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 shares of its common stock (the “Shares”), from time to time through H.C. Wainwright, as set forth in the Agreement. Each Share includes a preferred stock purchase right that trades with the Share. 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 of up to five percent 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 its 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 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. 333-221119), which was declared effective on May 15, 2018 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 SEC’s 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

MYOS RENS TECHNOLOGY INC. Exhibit
EX-5.1 2 f8k072418ex5-1_myosrenstech.htm OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP Exhibit 5.1   ELLENOFF GROSSMAN & SCHOLE LLP 1345 AVENUE OF THE AMERICAS NEW YORK,…
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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.