UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): March 30,
2021
VYANT BIO, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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001-35817 |
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04-3462475 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2 Executive Campus
2370 State Route 70, Suite 310
Cherry Hill, NJ 08002
(Address of principal executive offices)
Registrant’s telephone number, including area code: (201)
528-9200
Cancer Genetics, Inc.
201 Route 17 North 2nd Floor
Rutherford, New Jersey 07070
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
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[ ] |
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] |
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which
registered |
Common
Stock, $0.0001 Par Value |
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VYNT |
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The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
Item 2.01 Completion of Acquisition or Disposition of
Assets.
On March 30, 2021, Vyant Bio, Inc., formerly known as Cancer
Genetics, Inc., (the “Company” or “VYNT”), completed its business
combination with StemoniX, Inc., a Minnesota corporation
(“StemoniX”), in accordance with the Agreement and Plan of Merger
and Reorganization, dated as of August 21, 2020 (the “Merger
Agreement”) by and among the Company, StemoniX and CGI Acquisition,
Inc., a Minnesota corporation and wholly-owned subsidiary of the
Company (“Merger Sub”), as amended by Amendment No. 1 thereto made
and entered into as of February 8, 2021 (the “First Amendment”) and
Amendment No. 2 thereto made and entered into as of February 26,
2021 (the “Second Amendment”) (the Merger Agreement, as amended by
the First Amendment and Second Amendment, the “Amended Merger
Agreement”), pursuant to which Merger Sub merged with and into
StemoniX, with StemoniX surviving the merger as a wholly-owned
subsidiary of the Company (the “Merger”). The Company continues to
operate VYNT’s historical biotech business and also focuses on
advancing StemoniX’s microOrgans® platform and augmented
intelligence tools (AnalytiXTM) for drug discovery and
development.
Under the terms of the Amended Merger Agreement, the Company issued
(i) an aggregate of 17,977,272 shares of VYNT common stock, par
value $0.0001 per share (the “Common Stock”) to the holders of
StemoniX capital stock (after giving effect to the conversion of
StemoniX preferred shares and StemoniX convertible notes) and
StemoniX warrants (which does not include certain warrants issued
to a certain StemoniX convertible note holder (the “Convertible
Note Warrants”)), (ii) options to purchase an aggregate of 893,179
shares of Common Stock to the holders of StemoniX options with
exercise prices ranging from $0.66 to $4.61 per share and a
weighted average exercise price of $1.46 per share, and (iii)
warrants (the “Exchange Warrants”) expiring February 23, 2026 to
purchase 143,890 shares of Common Stock at a price of $5.9059 per
share to the holder of the Convertible Note Warrants.
Immediately after the Merger, there were approximately 28,984,458
shares of Common Stock outstanding. In addition, there were options
to purchase an aggregate of approximately 949,086 shares of Common
Stock and warrants to purchase an aggregate of approximately
2,301,576 shares of Common Stock outstanding.
Vyant Bio is emerging as an advanced biotechnology drug discovery
company. With capabilities in data, science (both biology and
chemistry), engineering and regulatory, we are rapidly identifying
small and large molecule therapeutics and derisking decision making
through multiple in silico, in vitro and in
vivo modalities. Leveraging these modalities, we are able
to capitalize on repurposed and novel compounds, and then partner
with others to further develop and commercialize valuable
therapeutics and new treatments for patients.
The shares of Common Stock issued to the former equity holders of
StemoniX, and the shares of Common Stock issuable upon the exercise
of newly issued VYNT options and Exchange Warrants, were registered
with the Securities and Exchange Commission (the “SEC”) on a
Registration Statement on Form S-4 (Reg. No. 333-249513), as
amended (the “Registration Statement”).
The Common Stock is listed on the Nasdaq Capital Market and
previously traded through the close of business on March 30, 2021
under the ticker symbol “CGIX.” It commenced trading on the Nasdaq
Capital Market, on a post-merger basis, under the ticker symbol
“VYNT” on March 31, 2021. The Common Stock has a new CUSIP number,
92942V109.
The foregoing description of the Amended Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement that was filed
as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed
with the SEC on August 24, 2020, the full text of the First
Amendment that was filed as Exhibit 2.1 to the Company’s Current
Report on Form 8-K filed with the SEC on February 8, 2021 and the
full text of the Second Amendment that was filed as Exhibit 2.1 to
the Company’s Current Report on Form 8-K filed with the SEC on
February 26, 2021, each of which is incorporated herein by
reference.
The foregoing description of the Exchange Warrants does not purport
to be complete and is qualified in its entirety by reference to the
complete text of the Form of Exchange Warrant, which is filed
herewith as Exhibit 4.1, and incorporated herein by reference.
StemoniX develops and manufactures human induced pluripotent stem
cell (iPSC) based neural, cardiac and pancreatic screening
platforms for drug discovery and development. Engineered from human
skin and blood cells, iPSCs are made with in-licensed patented
processes discovered by 2012 Nobel prize recipient Dr. Shinya
Yamanaka. StemoniX’s iPSC innovations are made from living human
cells and have organ-like, or organoid, characteristics; referred
to as microOrgans®. StemoniX has industrialized these microOrgans
into standard multi-well plate formats that are sufficiently robust
and reproducible to enable drug screening and optimization
activities.
Item 4.01 Change in Registrant’s Certifying Accountant.
Prior to the Merger, the Company’s consolidated financial
statements were audited by Marcum LLP (“Marcum”). For accounting
purposes, the Merger is treated as a reverse acquisition and, as
such, the historical financial statements of the accounting
acquirer, StemoniX, which have been audited by Deloitte &
Touche LLP (“Deloitte”), will become the historical consolidated
financial statements of the Company. In a reverse acquisition, a
change of accountants is presumed to have occurred unless the same
accountant audited the pre-transaction financial statements of both
the legal acquirer and the accounting acquirer, and such change is
generally presumed to occur on the date the reverse acquisition is
completed. As a result of the Merger, on March 31, 2021, the Audit
Committee of the Board of Directors of the Company approved the
dismissal of Marcum as the Company’s independent registered public
accounting firm, effective on March 31, 2021, and the engagement of
Deloitte as its new independent registered public accounting firm
as of and for the year ended December 31, 2021. The change in
independent registered public accounting firm is not the result of
any disagreement with Marcum.
Marcum’s report on the Company’s financial statements for the
fiscal year ended December 31, 2019 contained a paragraph stating
that there was substantial doubt about the Company’s ability to
continue as a going concern. Except as described in the previous
sentence, Marcum’s reports on the Company’s financial statements
for the fiscal years ended December 31, 2020 and December 31, 2019
did not contain an adverse opinion or a disclaimer of opinion, and
neither such report was qualified or modified as to uncertainty,
audit scope, or accounting principle.
During the fiscal years ended December 31, 2020 and December 31,
2019 and the subsequent interim period through March 30, 2021, (i)
there were no disagreements with Marcum on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved to
the satisfaction of Marcum, would have caused Marcum to make
reference thereto in its reports on the financial statements for
such years, and (ii) there were no reportable events as described
in paragraph (a)(1)(v) of Item 304 of Regulation S-K, other than
the material weaknesses in the internal control over financial
reporting that were previously reported in the Company’s Forms 10-K
filed with the U.S. Securities and Exchange Commission on May 29,
2020 and March 31, 2021.
The Company has provided Marcum with a copy of the above
disclosures. A copy of Marcum’s letter to the U.S. Securities and
Exchange Commission required by Item 304(a) of Regulation S-K is
included as Exhibit 16.1 to this Report.
During the Company’s fiscal years ended December 31, 2019 and 2020
and the subsequent interim period through March 31, 2021, neither
the Company nor anyone on its behalf has consulted with Deloitte on
any matter that:
(i) involved the application of accounting principles to a
specified transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Company’s financial
statements, and neither a written report nor oral advice was
provided to the Company that Deloitte concluded was an important
factor considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issue; or
(ii) was either the subject of a “disagreement” (as such term is
defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K) or a “reportable event”
(as such term is defined in Item 304(a)(1)(v) of Regulation
S-K).
Item 5.01 Changes in Control of Registrant.
The information set forth in Item 2.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 5.01.
In accordance with the Amended Merger Agreement, on March 30, 2021,
at the effective time of the merger (the “Effective Time”), Edmund
Cannon and Franklyn G. Prendergast, M.D., Ph.D. resigned from the
Board, with Geoffrey Harris and Howard McLeod remaining on the
Board. Following such resignations and effective as of the
Effective Time, the following individuals, were appointed to the
Board: John A. Roberts, Yung-Ping Yeh, Paul Hansen, Marcus Boehm,
John Fletcher (board chair) and Joanna Horobin, whose terms expire
at the Company’s next annual meeting of stockholders.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Resignations of Certain Directors
The information set forth in Item 5.01 of this Current Report on
Form 8-K with respect to director resignations is incorporated by
reference into this Item 5.02.
Appointment of Certain Officers
In accordance with the Amended Merger Agreement, on March 30, 2021,
the Board appointed the following officers of the Company,
effective at the Effective Time: Yung-Ping Yeh as Chief Innovation
Officer and Andrew D.C. LaFrence, CPA as Chief Financial Officer.
These officers join John A. Roberts, the Company’s President and
Chief Executive Officer, and Ralf Brandt, Ph.D, the Company’s
President of Discovery & Early Development Services, as the
Company’s executive officers.
Yung-Ping Yeh, MS, MBA, PgMP, PMP co-founded StemoniX in April 2014
and, since then, has served as its Chief Executive Officer and a
Board Member. Prior to co-founding StemoniX, Mr. Yeh commercialized
multiple technologies to the tech industry. Highlights include
serving as team lead for the first solid state drive product for
Seagate Technology, leading the global partnership between Samsung
and Seagate to create new flash technology and program managing the
operating system software development for Dell enterprise storage
systems. Mr. Yeh has successfully led through a multi-disciplinary
approach for the last two decades of his career. Mr. Yeh holds a
bachelor of science and master’s degree in mechanical engineering
(nanotechnology) from University of California, San Diego, and a
master’s degree in business administration from University of
Minnesota’s Carlson School of Management. He has attained
professional certifications in program and project management from
the Project Management Institute and Mergers and Acquisitions from
Northwestern’s Kellogg School of Management. Mr. Yeh serves on the
UC San Diego Alumni Board of Directors and Board of Directors for
the Medical Alley, the leading association in the healthcare
industry.
Andrew D.C. LaFrence joined StemoniX as its Chief Financial Officer
in August 2019 and, since March 2020, he has also served as its
Chief Operating Officer. Mr. LaFrence has 36 years of accounting
and finance experience, including executive management positions at
public and private life sciences companies. Previously, he was
Senior Vice President and Chief Financial Officer of Biothera
Pharmaceuticals, Inc. from May 2018 to August 2019, as well as Vice
President Finance, Information Systems and Chief Financial officer
at Surmodics, Inc. (NASDAQ: SRDX) for five years. Prior to
Surmodics, Mr. LaFrence served as Chief Financial Officer for CNS
Therapeutics, a venture-backed intrathecal drug company. He was an
audit partner at KPMG LLP where he focused on supporting
venture-backed, high-growth medical technology, pharmaceutical,
biotech and clean tech private and public companies. Mr. LaFrence
is a certified public accountant and has a bachelor’s degree in
accounting and a minor in business administration from Illinois
State University.
Appointment of Directors
In accordance with the Amended Merger Agreement, on March 30, 2021,
effective at the effective time of the Merger, the following
individuals were appointed to the Board as directors, along with
Mr. Roberts and Mr. Yeh.
John Fletcher (board chair) brings to the board more than 30 years
of strategy and financing experience across the pharmaceutical and
healthcare industry. In 1983, Mr. Fletcher founded Fletcher Spaght,
Inc., a consulting firm that provides growth-focused strategy
assistance to client companies, and since its founding has served
as its Chief Executive Officer. Since 2001, Mr. Fletcher has also
served as the Managing Partner of Fletcher Spaght Ventures, a
venture capital fund. Mr. Fletcher’s current and past board
experience includes both public and private companies. Mr. Fletcher
currently serves on the boards of Repro Med Systems, Inc. (aka Koru
Medical), Clearpoint Neuro, Inc., and Axcelis Technologies, Inc.,
all of which are public companies. Mr. Fletcher previously served
on the boards of The Spectranetics Corporation, Autoimmune, Inc.,
Fischer Imaging Corp., Panacos Pharmaceuticals Inc., NMT Medical
Inc., and Quick Study Radiology Inc., all of which are public
companies, and on the board of GlycoFi, Inc., a private company. In
addition, Mr. Fletcher has served on the boards of many academic
and non-profit institutions. Mr. Fletcher worked on the $2 billion
acquisition of Spectranetics by Koninklijke Philips N.V. (Royal
Philips) and the $400 million acquisition of GlycoFi by Merck &
Co., Inc., and received the National Association of Corporate
Directors (NACD) Director of the Year Award in 2018 specifically
for his work at Spectranetics. Mr. Fletcher is a graduate of
Southern Illinois University (MBA), Central Michigan University
(Master’s Degree in International Finance), and George Washington
University (BA) and has served as an instructor in International
Business at the Wharton School of Business, and as a Captain and
jet pilot in the United States Air Force.
Marcus Boehm has led research and development programs in
biotechnology for 29 years. He is co-founder of Escient
Pharmaceuticals, Inc. where he has served as Chief Scientific
Officer since 2018. Escient Pharmaceuticals, Inc. is a San
Diego-based pre-clinical stage company focused on finding novel
solutions to auto-reactive clinical conditions with high unmet
medical need. Previously, he was co-founder and Chief Technology
Officer at Receptos, Inc. from 2009 to 2015, when it was acquired
by Celgene Corporation. At Receptos, Inc., Dr. Boehm collaborated
to develop treatments for multiple sclerosis, ulcerative colitis,
and eosinophilic esophagitis and also led early discovery research
and development programs, chemical manufacturing and controls, and
supported corporate financing and partnering activities. In 2001,
Dr. Boehm served as Vice President, Chemistry at Conforma
Therapeutics Corp, where he led a team that discovered and
developed a treatment for solid tumors. Dr. Boehm started his
industry career with Ligand Pharmaceuticals in 1991 where he held
various positions with progressing responsibility. He led chemistry
efforts on programs resulting in the discovery and development of
treatment of patients with AIDS-related complications. He is a
co-author and inventor of over 100 patents and publications in the
area of oncology, autoimmune and metabolic diseases. He has served
on Board of Directors for StemoniX and is currently a member of its
Scientific Advisory Board. Dr. Boehm received a B.A. in Chemistry
from the University of California, San Diego, a Ph.D. in Chemistry
from the State University of New York Stony Brook and completed a
National Institutes of Health Postdoctoral Fellowship at Columbia
University.
Paul Hansen has been a member of the Board of Directors of StemoniX
since 2015. Since 2014, Mr. Hansen has served as a Senior Fellow
with the University of Minnesota’s Technological Leadership
Institute. Mr. Hansen is a founder and, since 2016, has been
President of Minnepura Technologies, SBC. From 1999 to 2014, Mr.
Hansen held senior executive positions at 3M Company, including
President and CEO of 3M Mexico. Mr. Hansen holds a BA in Chemistry
and Economics from St. Olaf College and an MBA in Marketing
Management from the Carlson School of Management at the University
of Minnesota.
Dr. Joanna Horobin is an accomplished drug developer and biotech
leader with over 35 years of experience in the pharmaceutical and
biotech sector. Dr. Horobin serves as a Non-Executive Director on
the boards of Kymera Therapeutics Inc. (NASDAQ, KYMR), Nordic
Nanovector ASA (Oslo, NANO), Liquidia Corporation (NASDAQ, LQDA)
and as Chair of privately held iOnctura SA. Dr. Horobin has held
multiple C-suite roles in biotech companies, most recently as the
Chief Medical Officer at Idera Pharmaceuticals Inc. (NASDAQ, IDRA)
and was also the CEO of Syndax Pharmaceuticals (NASDAQ, SNDX). She
worked initially in clinical development roles resulting in the
development and launch of 8 products in the anti-infective,
cardiovascular, and anti-inflammatory categories. Moving to general
management roles of increasing responsibility in the UK, France,
and US, she shifted to cancer drug development, which has been her
major career focus. She led a joint venture between Rhone Poulenc
and Chugai to develop and launch Chugai’s gCSF product Granocyte in
Europe and, as VP Oncology, launched Rhone Poulenc Rorer (now
Sanofi) as a major player in oncology with the global launch of
Taxotere. After gaining her medical qualifications from the
University of Manchester Medical School in the United Kingdom Dr.
Horobin gained membership of the Royal College of General
Practitioners and practiced as a general practitioner in London,
England.
Board Committees
Effective as of the Effective Time, the Board’s committees were
composed as follows: Audit: Geoffrey Harris (Chair), John Fletcher
and Paul Hansen; Compensation: Joanna Horobin (Chair), Geoffrey
Harris and Marcus Boehm; and Nominating and Governance: Howard
McLeod (Chair), Joanna Horobin and John Fletcher.
Director Compensation
Following consummation of the Merger, the Board approved a new
director compensation policy for its non-employee directors. All
non-employee members of the Board are eligible to participate in
the Board of Directors Compensation Plan (the “Compensation Plan”).
The effective date of the Compensation Plan is March 30, 2021.
Annual Cash Retainer
Annual cash retainers are payable in four equal quarterly
installments.
Member of Board: |
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$ |
30,000 |
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Member of
Committees (excluding board chair): |
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$ |
2,500
per committee (excluding the initial committee, participation in at
least one committee if requested is expected and assumed in base
retainer) |
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Chair of the Audit Committee: |
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$ |
10,000 |
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Chair of the Compensation
Committee: |
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$ |
7,500 |
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Chair of the Governance
Committee: |
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$ |
5,000 |
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The board members will not receive any additional compensation for
attendance at board or committee meetings.
Each Board Member may elect each year to receive all or any part of
the cash retainer fees above for the next 12 months in restricted
stock units vesting on the same dates as the annual grants provided
for below.
Equity Compensation
Upon initial election to Board: A stock option to acquire the
equivalent of $60,000 of common stock of the Company valued on the
date of grant, exercisable at fair market value, and vesting in
full on the date of grant.
Annual grants: Restricted stock units equivalent to $70,000 on the
date of grant (or greater if an election to receive restricted
stock units in lieu of cash is made as provided above), with grants
on the first trading day of each year, and vesting on the annual
anniversary of grant.
Executive Chair): Restricted stock units equivalent to $40,000 on
the date of grant vesting on the annual anniversary of grant.
All restricted stock units shall be issued pursuant to the terms of
the Company’s equity plan. Annual grants shall be awarded on the
first trading day each calendar year commencing in 2022. Annual
grants of restricted stock units shall vest in full on the first
annual anniversary of date of grant.
Employment Agreements
The Company has entered into an Employment Agreement with Mr. Yeh
(the “Yeh Agreement”) on March 30, 2021 setting forth his
employment as Chief Innovation Officer. Pursuant to the Yeh
Agreement, Mr. Yeh is entitled to: (i) an annual base salary of
$325,000, or such greater amount as may be determined by the board
of directors of the post-merger company from time to time; (ii)
eligibility for an annual cash bonus of up to 40% of base salary;
and (iii) the following post-termination benefits: (a) payment of
all base compensation and bonuses earned and unpaid through the
date of termination, (b) payment for all accrued but unused paid
time off, (c) payment for any performance bonus plan, then in
effect, pro rata for his period of actual employment during the
year, payable at a commensurate time as other employees are paid
their bonus amounts, (d) in the event of Mr. Yeh’s employment is
terminated due to his death, monthly payments to his estate equal
to his base salary immediately prior to such termination for a
period of 90 days, (e) in the event Mr. Yeh’s employment is
terminated due to illness, injury or disability, monthly payments
equal to his base salary immediately prior to such termination for
a period of six months, (f) monthly payments equal to his base
salary immediately prior to termination for a period of nine months
in the event his employment is terminated without “cause” or Mr.
Yeh resigns for “good reason” not in connection with a “change of
control”, plus the greater of the actual prior-year and
current-year target bonus times the number of days from the
beginning of the current fiscal year through the termination date
divided by 365 days, (g) a lump sum payment equal to twelve months
of his then base salary plus an amount equal to the prior year
bonus, and all unvested stock options held by Mr. Yeh shall vest in
full, in the event his employment is terminated for any reason
within twelve months following a change of control, and (h)
continuation of medical/dental, disability and life benefits for a
period of 12 months following termination of employment pursuant to
certain events, subject to Mr. Yeh’s execution of a release of
claims, and except to the extent Mr. Yeh receives comparable
benefits from a new employer within 12 months following termination
of employment in which case such benefits shall end upon his
enrollment in the new employers plans). The Yeh Agreement provides
that Mr. Yeh is subject to customary non-competition and
non-solicitation of employees and customers covenants for twelve
months following termination of employment.
The Company has entered into an Employment Agreement with Mr.
LaFrence (the “LaFrence Agreement”) on March 30, 2021 setting forth
his employment as Chief Financial Officer. Pursuant to the LaFrence
Agreement Mr. LaFrence is entitled to: (i) an annual base salary of
$325,000, or such greater amount as may be determined by the board
of directors of the post-merger company from time to time; (ii)
eligibility for an annual cash bonus of up to 40% of base salary;
and (iii) the following post-termination benefits: (a) payment of
all base compensation and bonuses earned and unpaid through the
date of termination, (b) payment for all accrued but unused paid
time off, (c) payment for any performance bonus plan, then in
effect, pro rata for his period of actual employment during the
year, payable at a commensurate time as other employees are paid
their bonus amounts, (d) in the event of Mr. LaFrence’s employment
is terminated due to his death, monthly payments to his estate
equal to his base salary immediately prior to such termination for
a period of 90 days, (e) in the event Mr. LaFrence’s employment is
terminated due to illness, injury or disability, monthly payments
equal to his base salary immediately prior to such termination for
a period of six months, (f) monthly payments equal to his base
salary immediately prior to termination for a period of nine months
in the event his employment is terminated without “cause” or Mr.
LaFrence resigns for “good reason” not in connection with a “change
of control”, plus the greater of the actual prior-year and
current-year target bonus times the number of days from the
beginning of the current fiscal year through the termination date
divided by 365 days, (g) a lump sum payment equal to twelve months
of his then base salary plus an amount equal to the prior year
bonus, and all unvested stock options held by Mr. LaFrence shall
vest in full, in the event his employment is terminated for any
reason within twelve months following a change of control, and (h)
continuation of medical/dental, disability and life benefits for a
period of 12 months following termination of employment pursuant to
certain events, subject to Mr. LaFrence’s execution of a release of
claims, and except to the extent Mr. LaFrence receives comparable
benefits from a new employer within 12 months following termination
of employment in which case such benefits shall end upon his
enrollment in the new employers plans). The LaFrence Agreement
provides that Mr. LaFrence is subject to customary non-competition
and non-solicitation of employees and customers covenants for
twelve months following termination of employment.
On March 30, 2021, the Company entered into an amendment (the
“Roberts Amendment”) with John A. Roberts to the employment
agreement between the Company and Mr. Roberts dated June 27, 2016
(the “Roberts Agreement”). Pursuant to the Roberts Amendment, (a)
Mr. Roberts’ salary was increased to $450,000 from the current
$350,000; (b) he became eligible for an annual cash bonus of up to
50% of base salary (increased from 35%); (c) he became entitled to
a lump sum payment equal to twelve months of his then base salary
plus an amount equal to the prior year bonus, and all unvested
stock options held by Mr. Roberts vesting in full, in the event his
employment is terminated for any reason within twelve months
following a change of control; and (d) he became entitled to
monthly payments equal to his base salary immediately prior to such
termination for a period of twelve months (increased from 6 months)
in the event his employment is terminated without “cause” or Mr.
Roberts resigns for “good reason” not in connection with a “change
of control” (each as defined in the Roberts Agreement).
Option Grants
In connection with the Merger, on March 30, 2021, the Company
granted awards of options to purchase shares of Common Stock, with
an exercise price of $4.61, pursuant to the Company’s 2021 Equity
Incentive Plan (the “2021 Plan”) to its executive officers as
follows:
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● |
John A. Roberts: 250,000 |
|
● |
Yung-Ping Yeh: 150,000 |
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● |
Andrew D.C. LaFrence: 100,000 |
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● |
Ralf Brandt: 100,000 |
These options vest over 4 years, such that 25% shall first vest on
the one-year anniversary of the date of grant (March 30, 2022),
with the 75% balance vesting in 36 equal monthly installments, so
long as the employee remains an employee of the Company on each
vesting date, so that it may become 100% vested on March 30,
2025.
In addition, on March 30, 2021, the Company granted awards of
options to purchase 13,015 shares of Common Stock, with an exercise
price of $4.61, pursuant to the 2021 Plan to each of its
non-employee directors (John Fletcher, Marcus Boehm, Paul Hanson,
Geoffrey Harris, Joanna Horobin, and Howard McLeod), which options
were fully vested on the date of grant.
Further, on March 30, 2021, the Company granted John Fletcher, the
board chair, 8,676 restricted stock units. The restricted stock
units will be fully vested on the first annual anniversary of the
date of grant (March 30, 2022) so long as Mr. Fletcher remains a
director through such date.
Related-Party Transactions
The following is a summary of transactions since January 1, 2020
and all currently proposed transactions, to which the Company has
been a participant, in which:
● the amounts exceeded or will exceed the lesser of $120,000 or one
percent of the average of the company’s total assets at year-end
for the last two completed fiscal years; and
● any of its current directors, executive officers or holders of
more than 5% of the respective capital stock, or any member of the
immediate family of the foregoing persons, had or will have a
direct or indirect material interest.
In January 2020, Andrew D. C. LaFrence, advanced StemoniX
$25,000 to fund operating expenses. These advances accrued $512 in
interest through August 12, 2020, resulting in a total indebtedness
of $25,512. On August 12, 2020, to repay the debt, StemoniX paid
for Mr. LaFrence’s exercise of an existing StemoniX stock option
and issued him 12,693 shares of common stock.
The Company has entered into indemnification agreements with each
of its current directors and executive officers. These agreements
will require the Company to indemnify these individuals to the
fullest extent permitted under Delaware law against liabilities
that may arise by reason of their service to the Company, and to
advance expenses incurred as a result of any proceeding against
them as to which they could be indemnified. The Company also
intends to enter into indemnification agreements with its future
directors and executive officers.
Vyant Bio, Inc. 2021 Equity Incentive Plan
On March 30, 2021, the 2021 Plan became effective. The Company’s
stockholders approved the 2021 Plan at the special meeting that
took place to approve the Merger and related items on March 24,
2021, and reserved a total of 4,500,000 shares of Common Stock for
issuance thereunder. The general purpose of the 2021 Plan is to
provide a means whereby eligible employees, officers, non-employee
directors, consultants, advisors and other individual service
providers may develop a sense of proprietorship and personal
involvement in our development and financial success, and to
encourage them to devote their best efforts to us, thereby
advancing our interests and the interests of stockholders. The 2021
Plan provides for options to purchase shares of common stock, stock
appreciation rights, restricted stock units, restricted or
unrestricted shares of common stock, performance shares,
performance units, incentive bonus awards, other stock-based awards
and other cash-based awards. Employees, officers, directors,
consultants, advisors and other individual service providers of our
Company and our subsidiaries who, in the opinion of the
Compensation Committee, are in a position to contribute to our
success, or any person who is determined by the Compensation
Committee to be a prospective employee, officer, director,
consultant, advisor or other individual service provider of the
Company or any subsidiary will be eligible for granted under the
2021 Plan.
On March 30, 2021, the Company also approved forms of incentive
stock option grant agreement, nonqualified stock option grant
agreement and stock unit award agreement, which are included as
Exhibits 10.2, 10.3 and 10.4 to this Current Report on Form 8-K,
incorporated by reference into this Item 5.02.
The terms and conditions of the 2021 Plan are described in the
section entitled “CGI Proposal No. 3 (the Plan Proposal): Approval
of the Cancer Genetics, Inc. 2021 Equity Incentive Plan, and
Authorization for Issuance 4,500,000 Shares of CGI Common Stock
Thereunder” in the Company’s prospectus/definitive proxy
statement/information statement filed with the SEC on February 16,
2021 (the “Proxy Statement/Prospectus”). The foregoing description
of the 2021 Plan and the information incorporated by reference in
the preceding sentence does not purport to be complete and is
qualified in its entirety by the terms and conditions of the 2021
Plan, which is incorporated by reference to this Current Report on
Form 8-K as Exhibit 10.1 and is incorporated herein by
reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
On March 30, 2021, the Company’s Board of Directors (the “Board”)
authorized an amendment (the “COI Amendment”) to the Company’s
certificate of incorporation to change the corporate name of the
Company from “Cancer Genetics, Inc.” to “Vyant Bio, Inc.” (the
“Name Change”). The Company filed the COI Amendment on March 30,
2021 with the Secretary of State of the State of Delaware to effect
the Name Change. The Name Change did not alter the voting powers or
relative rights of the Common Stock.
On March 31, 2021, the trading symbol on the Nasdaq Capital Market
for the Common Stock was changed from “CGIX” to “VYNT” solely to
reflect the Name Change.
The foregoing description of the Name Change does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the amendment to the COI Amendment, which is filed
herewith as Exhibit 3.1, and incorporated herein by reference.
Item 8.01. Other Events.
Following the merger, the Company’s principal executive offices are
located at 2370 State Route 70 West, Suite 310, Cherry Hill, NJ
08002.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
StemoniX’s audited financial statements for the year end ended
December 31, 2020, and the notes related thereto, filed herewith
and attached hereto as Exhibit 99.1, are incorporated herein by
reference.
(b) Pro Forma Financial Information
The Company’s unaudited pro forma condensed consolidated financial
statements for the year ended December 31, 2020 and the notes
related thereto, filed herewith and attached hereto as Exhibit
99.2, are incorporated herein by reference.
(d) Exhibits.
Exhibit
No. |
|
Exhibit |
|
|
|
3.1 |
|
Amendment
to Certificate of Incorporation of the Company related to the Name
Change |
|
|
|
4.1 |
|
Form
of Exchange Warrant dated March 30, 2021 |
|
|
|
10.1 |
|
Vyant
Bio, Inc. 2021 Equity Incentive Plan |
|
|
|
10.2 |
|
Form
of Incentive Stock Option Grant Agreement |
|
|
|
10.3 |
|
Form
of Nonqualified Stock Option Grant Agreement |
|
|
|
10.4 |
|
Form
of Stock Unit Award Agreement |
|
|
|
10.5 |
|
Employment
Agreement, dated March 30, 2021, between the Company and Yung-Ping
Yeh |
|
|
|
10.6 |
|
Employment
Agreement, dated March 30, 2021, between the Company and Andrew D.
C. LaFrence |
|
|
|
10.7 |
|
Amendment
No. 1 to Employment Agreement, dated March 30, 2021, between the
Company and John A. Roberts |
|
|
|
16.1 |
|
Letter
from Marcum LLP to the U.S. Securities and Exchange Commission,
dated April 5, 2021 |
|
|
|
23.1 |
|
Consent
of Deloitte & Touche LLP |
|
|
|
99.1 |
|
StemoniX’s
audited condensed financial statements for the years ended December
31, 2020 and 2019, and the notes related thereto. |
|
|
|
99.2 |
|
The
Unaudited pro forma condensed consolidated financial statements for
the year ended December 31, 2020, and the notes related
thereto. |
|
|
|
99.3 |
|
StemoniX’s
Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the year ended December 31,
2020 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
Vyant Bio, Inc. |
|
a Delaware corporation |
|
(Registrant) |
|
|
Date: April 5, 2021 |
By: |
/s/ John A.
Roberts |
|
Name: |
John A.
Roberts |
|
Title: |
President and Chief Executive Officer |
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