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MYOS > SEC Filings for MYOS > Form 8-K on 24-Aug-2016All Recent SEC Filings

Show all filings for MYOS RENS TECHNOLOGY INC.



Change in Directors or Principal Officers, Other Events

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the matter described below in Item 8.01, pursuant to the terms of the Purchase Agreement (defined below), Guiying Zhao resigned as a director of MYOS RENS Technology Inc. (the "Company"), effective August 23, 2016.

Item 8.01. Other Matters.

As previously announced, on December 17, 2015, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with RENS Technology Inc. ("RENS"), pursuant to which RENS agreed to invest $20.25 million in the Company (the "Financing") in exchange for (i) an aggregate of 3,537,037 shares (the "Shares") of Common Stock and (ii) warrants to purchase an aggregate of 884,259 shares of Common Stock (the "Warrants", and together with the Shares, the "Securities"). The Purchaser agreed to purchase the Securities in three tranches over twenty-four months. In the first tranche, which closed on March 3, 2016, the Purchaser acquired 1,500,000 Shares and 375,000 Warrants for $5.25 million. In the second tranche, which the parties agreed would close by September 3, 2016, the Purchaser would acquire 925,926 Shares and 231,481 Warrants for $5.0 million (the "Second Closing Subscription Amount"). In the third tranche, which the parties agreed would close by March 3, 2018, the Purchaser would acquire 1,111,111 Shares and 277,778 Warrants for $10.0 million.

Pursuant to the Purchase Agreement, in the event that RENS notifies the Company that it does not intend to fund the Second Closing Subscription Amount, RENS is required to take all requisite action to cause the resignation or removal of one of its designees on the Board of Directors of the Company.

On August 19, 2016, RENS notified the Company that RENS does not intend to fulfill its obligation to fund the second tranche of the Financing, notwithstanding confirmation by RENS to the Company in June 2016 that RENS would provide such funding in accordance with the terms of the Purchase Agreement.

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