CEDAR KNOLLS, N.J.,
Nov. 17, 2020 /PRNewswire/
-- MYOS RENS Technology Inc. ("MYOS" or the "Company")
(NASDAQ: MYOS)
As previously announced, on June 30,
2020, MYOS RENS Technology, Inc., a Nevada corporation ("MYOS"), and MedAvail,
Inc., a privately-held Delaware
corporation ("MedAvail"), entered into an Agreement and Plan of
Merger and Reorganization (the "Merger Agreement"), by and among
MYOS, MedAvail, and Matrix Merger Sub, Inc., a newly-created
wholly-owned subsidiary of MYOS ("Merger Sub"), pursuant to which,
subject to the satisfaction or waiver of the conditions set forth
in the Merger Agreement, Merger Sub will merge with and into
MedAvail, with MedAvail being the surviving corporation and a
wholly-owned subsidiary of MYOS (the "Merger"). In addition, prior
to the Merger, MYOS will contribute substantially all its assets
and liabilities to a wholly owned subsidiary, MYOS Corp., a
Delaware corporation ("MYOS
Corp.") in exchange for all the outstanding shares of common stock
of MYOS Corp., and, the day following the Merger, MYOS shall
dividend the shares of stock of MYOS Corp. to MYOS's shareholders
existing as of the October 2, 2020
record date, as a result of which MYOS Corp. will continue the
existing business of MYOS as a private company.
At the special meeting of the shareholders held on November 16, 2020 (the "Special Meeting"), the
MYOS shareholders approved, among other matters, (i) a reverse
stock split at a ratio within a range of one share of MYOS Common
Stock for every two to fifteen shares of MYOS Common Stock
outstanding (or any number in between) (the "Reverse Stock Split"),
the exact ratio within the two to fifteen range to be determined by
the Board of Directors of MYOS (the "MYOS Board") prior to the
Effective Time and publicly announced by MYOS, and (ii) the
amendment of the Nevada articles
of incorporation to effect the Reverse Stock Split.
On November 16, 2020 and following
the Special Meeting, the MYOS Board of Directors approved the
Reverse Stock Split ratio of one new share for every 12 shares of
Common Stock outstanding.
Additional Information and Where to Find It
MYOS has filed with the Securities and Exchange Commission
("SEC"), and the parties have furnished to the security holders of
MYOS and MedAvail, a Registration Statement on Form S-4 ("Form
S-4"), which was declared effective by the SEC on October 15, 2020, which also constituted a proxy
statement/prospectus/information statement of MYOS and included an
information statement of MedAvail in connection with the proposed
Merger. The Proxy Statement/Prospectus/Information Statement
described above contains important information about MYOS,
MedAvail, the proposed Merger and related matters. Investors are
urged to read the Proxy Statement/Prospectus/Information Statement
carefully. Investors will be able to obtain free copies of these
documents, and other documents filed with the SEC by MYOS, 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 MYOS by going to MYOS's Investor Relations web page at
https://ir.myosrens.com/ and clicking on the link titled "SEC
Filings" or by contacting MYOS's Investor Relations group at
973-509-0444 or jgoodford@myoscorp.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 MYOS and
MedAvail may be deemed to be participants in the solicitation of
proxies from the shareholders of MYOS 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 MYOS's directors and executive
officers is included in MYOS's Annual Report on Form 10-K for the
year ended December 31, 2019, filed
with the SEC on March 24, 2020, and
in MYOS'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 MYOS free of charge as described above.
About MYOS RENS Technology, Inc.
MYOS RENS Technology Inc. (MYOS), "The Muscle Company®", is a
Cedar Knolls, NJ-based advanced
nutrition company that develops and markets products that improve
muscle health and performance. MYOS is the owner of
Fortetropin®, a fertilized egg yolk-based product
manufactured via a proprietary process to retain and optimize its
biological activity. Fortetropin has been clinically shown to
increase muscle size, lean body mass and reduce muscle atrophy.
MYOS believes Fortetropin has the potential to redefine existing
standards of physical health and wellness and produces muscle
health support products featuring Fortetropin under the names of
Yolked®, Physician Muscle Health Formula®, MYOS Canine Muscle
Formula®, (Regular & Vet Strength) and Qurr®. For more
information, please visit www.myosrens.com.
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. MYOS'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 MYOS 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 MYOS's most recent filings with the SEC,
including MYOS's Quarterly Report on Form 10-Q for the quarter
ended September 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 MYOS'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
MYOS'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. MYOS and MedAvail assume no
obligation and do not intend to update these forward-looking
statements, except as required by law.
Investor Relations:
MYOS RENS Technology
Joanne Goodford
Phone: 973-509-0444
Email: jgoodford@myoscorp.com
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SOURCE MYOS RENS Technology