Item 8.01. Other Events.
On September 21, 2020, the board of directors (the "Board") of MYOS RENS
Technology Inc. (the "Company") established and confirmed October 2, 2020 as the
record date (the "Record Date") for the determination of the holders of common
stock, par value $0.001 per share ("Common Stock"), of the Company entitled to
receive notice of and to vote at a special meeting of shareholders of the
Company (the "Shareholder Meeting"), which Shareholder Meeting the Board set for
November 10, 2020 at 10:00 a.m. Eastern time, to be held virtually at
www.virtualshareholdermeeting.com/MYOS2020. The purpose of the Shareholder
Meeting is for the Company's shareholders to consider and vote upon a proposal
to approve the transactions contemplated by that certain Agreement and Plan of
Merger and Reorganization, dated as of June 30, 2020 ("Merger Agreement"), by
and among the Company, Matrix Merger Sub, Inc., a newly-created special purpose
subsidiary of the Corporation, and MedAvail, Inc. ("MedAvail"), a Delaware
corporation (the "Merger") and certain related proposals.
In addition, the Board also established and confirmed October 2, 2020 as the
record date for determining the holders of the Company's Common Stock entitled
to receive a pro rata dividend of all the outstanding shares of common stock of
MYOS Corp., a Delaware corporation and a wholly owned subsidiary of Company (the
"Dividend Record Date"), which shall be distributed at such time as the officers
of the Company determine following consummation of the Merger.
Additional Information and Where to Find It
The Company has filed with the Securities and Exchange Commission ("SEC"), and
the parties plan to furnish to the security holders of the Company and MedAvail,
a Registration Statement on Form S-4 ("Form S-4"), which also will constitute a
proxy statement/prospectus of the Company and will be included in an information
statement of MedAvail, in connection with the proposed Merger. The proxy
statement/prospectus/information statement described above will contain
important information about the Company, MedAvail, the proposed Merger and
related matters. Investors are urged to read the proxy
statement/prospectus/information statement carefully when it becomes available.
Investors will be able to obtain free copies of these documents, and other
documents filed with the SEC by the Company, through the website maintained by
the SEC at www.sec.gov. In addition, investors will be able to obtain free
copies of these documents from the Company by going to the Company's Investor
Relations web page at https://ir.myosrens.com/ and clicking on the link titled
"SEC Filings" or by contacting the Company's Investor Relations group at
973-509-0444 or jgoodford@myosrenscorp.com.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell
or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote of approval, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Participants in the Solicitation
The respective directors and executive officers of the Company and MedAvail may
be deemed to be participants in the solicitation of proxies from the
shareholders of the Company and written consent of the stockholders of MedAvail
in connection with the proposed Merger. Information regarding the interests of
these directors and executive officers in the proposed Merger will be included
in the proxy statement/prospectus/information statement described above.
Additional information regarding the Company's directors and executive officers
is included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2019, filed with the SEC on March 24, 2020, and in the Company's
proxy statement for its 2019 Annual Meeting of Stockholders, which was filed
with the SEC on December 5, 2019. These documents are available from the Company
free of charge as described above.
Forward Looking Statements
This communication contains forward-looking statements which include, but are
not limited to, statements regarding expected timing, completion and effects of
the proposed Merger. These forward-looking statements are subject to the safe
harbor provisions under the Private Securities Litigation Reform Act of 1995.
The Company's expectations and beliefs regarding these matters may not
materialize. Actual outcomes and results may differ materially from those
contemplated by these forward-looking statements as a result of uncertainties,
risks and changes in circumstances, including but not limited to risks and
uncertainties related to: the ability of the parties to consummate the proposed
Merger, satisfaction of closing conditions precedent to the consummation of the
proposed Merger, potential delays in consummating the Merger and the ability of
the Company to timely and successfully achieve the anticipated benefits of the
Merger. Additional risks and uncertainties that could cause actual outcomes and
results to differ materially from those contemplated by the forward-looking
statements are included under the caption "Risk Factors" in the Form S-4 and
elsewhere in the Company's most recent filings with the SEC, including the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and
any prior or subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with
the SEC from time to time and available at www.sec.gov. These documents can be
accessed on the Company's Investor Relations page at https://ir.myosrens.com/ by
clicking on the link titled "SEC Filings." The risks and uncertainties may be
amplified by the COVID-19 pandemic, which has caused significant economic
uncertainty. The extent to which the COVID-19 pandemic impacts the Company's and
MedAvail's businesses, operations, and financial results, including the duration
and magnitude of such effects, will depend on numerous factors, which are
unpredictable, including, but not limited to, the duration and spread of the
outbreak, its severity, the actions to contain the virus or treat its impact,
and how quickly and to what extent normal economic and operating conditions can
resume.
The forward-looking statements included in this communication are made only as
of the date hereof. The Company and MedAvail assume no obligation and does not
intend to update these forward-looking statements, except as required by law.
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