Current Report Filing (8-k)
03 February 2023 - 10:06PM
Edgar (US Regulatory)
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2023-01-31
2023-01-31
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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): January 31, 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) 479-1357
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. ☐
Introductory
Note
The
Board of Directors (the “Board”) of Vyant Bio, Inc. (the “Company”), after an assessment of the status of the
Company’s efforts to seek strategic alternatives and the Company’s current cash position, approved a plan on January 31,
2023 to preserve the Company’s cash to be able to continue to pursue a satisfactory strategic alternative for the purpose of maximizing
the value of the Company’s business while also having sufficient cash to adequately fund an orderly wind down of the Company’s
operations (the “Cash Preservation Plan”) in the event it is unable to secure a satisfactory strategic alternative.
Item 2.05. Costs Associated with Exit or Disposal Activities.
As
part of the Cash Preservation Plan, the Board determined on January 31, 2023 to conduct a reduction in force as soon as practical, resulting
in the retention of a core group of employees required for one or more potential strategic transactions and/or to execute an orderly
wind down of the Company if required. The Company estimates that it will incur approximately $1.4 million for retention, severance and
other employee termination-related costs in the first and second quarters of 2023. The Company expects to substantially complete the
workforce reduction prior to the end of February 2023. The Company also expects to delay or defer pending efforts with respect to its
current pre-clinical and clinical programs. As previously reported, LifeSci Capital is engaged
as the Company’s financial advisor to assist in exploring a range of strategic alternatives focused on enhancing and maximizing
the value of the Company.
The
estimate of costs that the Company expects to incur and the timing thereof are subject to a number of assumptions, and actual results
may differ. The Company may also incur other cash or non-cash charges or cash expenditures not currently contemplated due to events that
may occur as a result of, or associated with, the decision to wind down our operations.
As
of January 31, 2023, the Company had cash and cash equivalents of approximately $8.4 million. The estimate is based on currently available
information and does not present all necessary information for a complete understanding of our financial condition as of January 31,
2023.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
January 31, 2023, Vyant Bio, Inc. (the “Company”), John A. Roberts and Robert T. Fremeau, Jr., agreed in principle that Mr.
Roberts and Dr. Fremeau would step down as President and Chief Executive Officer and Chief Scientific Officer, respectively, of the Company,
effective as of February 3, 2023, and their employment agreements, which are filed as exhibits to the Company’s Annual Report on
Form 10-K for the year ended December 31, 2021, would be deemed terminated as of that date by the Company without cause for purposes
of determining severance thereunder. Such agreement was not the result of any disagreement Mr. Roberts or Dr. Fremeau had with the Company
on any matters relating to the Company’s operations, policies or practices. Mr. Roberts will remain a member of the Board of Directors
of the Company.
Andrew
D.C. LaFrence, the Company’s Chief Financial Officer, will assume the role of President and Chief Executive Officer following Mr.
Roberts’ departure. Mr. LaFrence became Chief Financial Officer upon the Company’s merger with StemoniX, Inc. on March 30,
2021, pursuant to the terms of an employment agreement, dated March 30, 2021, which will remain in effect. Mr. LaFrence’s biography
can be found in the Company’s proxy statement filed with the SEC on June 14, 2022, which is incorporated herein by reference.
Item 8.01. Other Events.
The
description of the Company’s Cash Preservation Plan set forth under the heading “Introductory Note” above and in Item
2.05 is incorporated by reference into this Item 8.01.
In
addition, as previously disclosed, the Company has engaged LifeSci Capital as its financial advisor
to assist in exploring a range of strategic alternatives focused on enhancing and maximizing value including a potential sale
or merger of the Company or the licensing of its intellectual property rights. The Company intends to continue to work with LifeSci Capital
on identifying and evaluating potential strategic options with the goal of maximizing value, particularly with respect to a sale of its
existing business or assets or a reverse merger.
There
can be no assurance that the activities of LifeSci will result in any changes to the Company’s current business plans or lead to
any specific action or transaction. The Company does not intend to discuss or disclose further developments during this process unless
and until its Board of Directors has approved a specific action or the Company otherwise determines that further disclosure is appropriate.
On
February 3, 2023, the Company issued a press release announcing its adoption of the Cash Preservation Plan and the continuing efforts
of LifeSci. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
Forward-Looking
Statements
Any
statements in this Form 8-K about future expectations, plans and prospects for the Company, including but not limited to statements about
its ability to identify, assess and execute a strategic transaction or realize any value from its existing assets, its ability to preserve
cash in order to adequately fund an orderly wind down of the Company’s operations if no transaction is consummated, the ability
of creditors, shareholders and other stakeholders to realize any value or recovery as part of a transaction or a wind down process, the
ability of the Company to continue as a going concern, the Company’s workforce reduction and future charges expected to be incurred
in connection therewith, the adequacy or sufficiency of the Company’s existing cash resources and other statements containing the
words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,”
“plan,” “predict,” “project,” “target,” “potential,” “likely,”
“will,” “would,” “could,” “should,” “continue,” and similar expressions,
constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may
differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the Company’s
ability to continue to pay its obligations in the ordinary course of business as they come due; the ability to retain key personnel,
the adequacy of its capital resources in light of changing circumstances, the actions of creditors of the Company and such other important
factors as are set forth in the Company’s annual report on Form 10-K for the year ended December 31, 2021 and quarterly reports
and other filings on file thereafter with the U.S. Securities and Exchange Commission. In addition, the forward-looking statements included
in this Form 8-K represent the Company’s views as of the date of this Form 8-K. The Company anticipates that subsequent events
and developments will cause its views to change. However, while the Company may elect to update these forward-looking statements at some
point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as
representing the Company’s views as of any date subsequent to the date of this Form 8-K.
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.
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VYANT BIO,
INC. |
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|
|
|
Date: |
February 3, 2023 |
By: |
/s/
Andrew D. C. LaFrence |
|
|
Name: |
Andrew D. C. LaFrence |
|
|
Title: |
President,
Chief Executive Officer and Chief Financial
Officer |
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