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 pursuant
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 pursuant to the Agreement along with any minimum price below which sales may not be made.
Pursuant
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 pursuant 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 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.