Current Report Filing (8-k)
January 05 2023 - 9:27AM
Edgar (US Regulatory)
0001349929
false
0001349929
2022-12-30
2022-12-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): December 30, 2022
VYANT
BIO, INC.
(Exact
Name of Company as Specified in its Charter)
Delaware |
|
001-35817 |
|
04-3462475 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2
Executive Campus
2370
State Route 70, Suite 310
Cherry
Hill, NJ 08002
(Address
of Principal Executive Offices) (Zip Code)
Company’s
telephone number, including area code (201) 479-1357
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any
of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
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 |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
VYNT |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the Company is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the Company 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
1.01 |
Entry
into a Material Definitive Agreement |
On
December 30, 2022, vivoPharm Pty, Ltd. (“vivoPharm”), a wholly owned subsidiary of Vyant Bio, Inc. (the “Company”),
entered into a Share Purchase Agreement (the “Agreement”) with Sabine Brandt as trustee for the Brandt Family Trust (“Buyer”),
pursuant to which vivoPharm sold the entirety of the Company’s remaining vivoPharm business for early discovery services,
represented by 100% of the outstanding shares of (i) of RDDT a vivoPharm Company Pty Ltd; and (ii) vivoPharm Europe Ltd,
to Buyer in exchange for a nominal cash amount, subject to adjustments for closing cash and accounts payable, on and subject to the terms
and conditions set forth therein (the “Transaction”). The Transaction results in the Company delivering target closing cash
as part of the sold entities of approximately $827,000 and
the assumption by Buyer of liabilities of the sold entities aggregating approximately $2.2
million. The Transaction was consummated effective December
31, 2022. The Agreement contains customary representations, warranties, covenants and indemnification provisions.
The
above summary is not a complete description of the Agreement, and is qualified in its entirety by reference to the complete text of the
document, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference in its entirety.
Item
9.01 |
Financial
Statements and Exhibits. |
(b)
Pro Forma Financial Information
The
unaudited pro forma financial information of the Company required to be filed in connection with the Transaction is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference as though fully set forth herein.
(d)
Exhibits
As
described above, the following exhibits are furnished as part of this report:
*
We have omitted certain schedules and exhibits to this agreement in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted
schedule and/or exhibit will be furnished to the SEC upon request.
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. |
|
|
|
|
Date: |
January
5, 2023 |
By: |
/s/
John A. Roberts |
|
|
Name: |
John
A. Roberts |
|
|
Title: |
President
and Chief Executive Officer |
Cancer Genetics (NASDAQ:CGIX)
Historical Stock Chart
From Sep 2024 to Oct 2024
Cancer Genetics (NASDAQ:CGIX)
Historical Stock Chart
From Oct 2023 to Oct 2024