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.
Upon completion of the Merger, each outstanding share of MedAvail common stock will be automatically converted into the right to receive 1.26 shares of MYOS common stock, as adjusted for the reverse stock split being effected in connection with the Merger (which equates to 15.12 shares of MYOS common stock before adjusting for the expected reverse stock split of one share of MYOS common stock for every 12 shares of MYOS common stock). Based on the anticipated exchange ratio, immediately after the Merger, existing MedAvail security holders are expected to own in the aggregate approximately 97.2% of the combined company, and existing MYOS security holders are expected to own approximately 2.8% of the combined company. The exchange ratio may be further adjusted based on any changes to each party’s capitalization prior to closing.
Source: Biospace