Current Report Filing (8-k)
22 February 2020 - 8:16AM
Edgar (US Regulatory)
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
|
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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
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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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Common
Stock, par value $0.001 Series A Preferred Stock Purchase Rights, $0.001 par value
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MYOS
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The
NASDAQ Stock Market LLC
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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. ☐
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Item
1.01.
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Entry
into a Material Definitive Agreement.
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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.
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Item
3.03.
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Material
Modification to Rights of Security Holders.
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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.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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.
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MYOS
RENS TECHNOLOGY, INC.
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Dated:
February 21, 2020
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By:
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/s/
Joseph Mannello
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Name:
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Joseph
Mannello
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Title:
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Chief
Executive Officer
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2
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