Current Report Filing (8-k)
March 22 2023 - 9:01AM
Edgar (US Regulatory)
0001349929
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0001349929
2023-03-20
2023-03-20
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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): March 20, 2023
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) 479-8126
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)) |
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. ☐
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 |
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
March 20, 2023, Vyant Bio, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications
Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with the $1.00 Minimum
Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid
Price Requirement”). The Notice does not result in the immediate delisting of the Company’s common stock from The Nasdaq
Capital Market.
The
Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price
of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets this requirement. The Nasdaq
rules provide the Company a compliance period of 180 calendar days from the date of the Notice in which to regain compliance with the
Bid Price Requirement. As a result, the date by which the Company has to regain compliance with the Bid Price Requirement is September
18, 2023. If at any time prior to September 18, 2023 the bid price of the Company’s common stock closes at or above $1.00 per share
for a minimum of 10 consecutive business days (or longer at Nasdaq’s discretion), the Nasdaq staff (the “Staff”) will
provide the Company with a written confirmation of compliance and the matter will be closed.
Alternatively,
if the Company fails to regain compliance with the Bid Price Requirement prior to the expiration of the initial period, the Company may
be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market
value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the
Bid Price Requirement) and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance
period by effecting a reverse stock split, if necessary. In the event the Company does not regain compliance with the Bid Price Requirement
prior to the expiration of the initial period, and if it appears to the Staff that the Company will not be able to cure the deficiency,
or if the Company is not otherwise eligible, the Staff will provide the Company with written notification that its securities are subject
to delisting from The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a hearings panel.
The
Company intends to monitor the closing bid price of its common stock and is considering its options with respect to compliance with the
Bid Price Requirement. However, there can be no assurance that the Company will regain compliance with the Bid Price Requirement during
the 180-day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with any other Nasdaq
listing requirements.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
As
described above, the following exhibits are furnished as part of this report:
Exhibit
104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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. |
|
|
|
|
|
|
By: |
/s/
Andrew D. C. LaFrence |
|
|
Name: |
Andrew
D. C. LaFrence |
|
|
Title: |
President,
Chief Executive Officer and Chief Financial Officer |
|
|
|
|
Date: |
March
22, 2023 |
|
|
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