|
Filed
Pursuant to Rule 424(b)(4) |
PROSPECTUS |
Registration
No. 333-264595 |
5,796,733
Shares of Common Stock
This
prospectus relates to the offer and sale of up to 5,796,733 shares of our common stock, par value $0.0001 per share, by Lincoln Park
Capital Fund, LLC, which we refer to in this prospectus as Lincoln Park or the selling stockholder.
The
shares of common stock to which this prospectus relates have been or may be issued by us to Lincoln Park pursuant to a purchase agreement,
dated as of March 28, 2022, we entered into with Lincoln Park, which we refer to in the prospectus as the Purchase Agreement. We are
not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our common stock by the selling
stockholder. However, we may receive up to $15.0 million aggregate gross proceeds under the Purchase Agreement from any sales of common
stock we make to Lincoln Park pursuant to the Purchase Agreement after the date of this prospectus. On March 28, 2022, we issued 405,953
shares of our common stock to Lincoln Park as consideration for its irrevocable commitment to purchase our common stock under the Purchase
Agreement. See “The Lincoln Park Transaction” for a description of the Purchase Agreement and “Selling Stockholder”
for additional information regarding Lincoln Park.
The
selling stockholder may sell or otherwise dispose of the common stock described in this prospectus in a number of different ways and
at varying prices. See “Plan of Distribution” for more information about how the selling stockholder may sell or otherwise
dispose of the common stock being registered pursuant to this prospectus. The selling stockholder is an “underwriter” within
the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended, or the Securities Act.
We
will pay the expenses incurred in registering under the Securities Act the offer and sale of the common stock to which this prospectus
relates by the selling stockholder, including legal and accounting fees. See “Plan of Distribution”.
Our
common stock is currently listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “VYNT.” On April 28, 2022,
the closing price of our common stock, as reported on Nasdaq, was $0.965 per share.
Investing
in our securities involves a high degree of risk. These risks are described in the “Risk
Factors” section on page 5 of this prospectus. You should also consider the risk factors described or referred to in
any documents incorporated by reference in this prospectus, and in any applicable prospectus supplement, before investing in these
securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is May 9, 2022
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus forms part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, and that includes
exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits
filed with the SEC, together with the additional information described under the headings “Where You Can Find More Information”
and “Incorporation by Reference” before making your investment decision.
You
should rely only on the information provided in this prospectus or in a prospectus supplement or any free writing prospectuses or amendments
thereto. Neither we, nor the selling stockholder, have authorized anyone else to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. You should assume that the information in this prospectus
is accurate only as of the date hereof. Our business, financial condition, results of operations and prospects may have changed since
that date.
Neither
we, nor the selling stockholder, are offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer
or sale is not permitted. We have not done anything that would permit this offering or possession or distribution of this prospectus
in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who
come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities
as to distribution of the prospectus outside of the United States.
Unless
the context otherwise requires, references in this prospectus to “Vyant Bio,” “the Company,” “we,”
“us” and “our” refer to Vyant Bio, Inc. Our logo and all product names are our common law trademarks. Solely
for convenience, trademarks and tradenames referred to in this prospectus may appear without the ® or ™ symbols, but such references
are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights, or that the
applicable owner will not assert its rights, to these trademarks and tradenames.
PROSPECTUS
SUMMARY
This
summary contains basic information about us and this offering. Because it is a summary, it does not contain all of the information that
you should consider before investing. Before you decide to invest in our common stock, you should read this entire prospectus carefully,
including the section entitled “Risk Factors,” and any documents incorporated by reference.
Overview
Vyant
Bio, Inc. (the “Company”, “Vyant Bio”, “VYNT” or “we”),
is an innovative biotechnology company reinventing drug discovery for complex neurodevelopmental and neurodegenerative disorders.
Our central nervous system (“CNS”) drug discovery platform combines human-derived organoid models of brain disease, scaled
biology, and machine learning. Our platform is designed to: 1) elucidate disease pathophysiology; 2) formulate key therapeutic hypotheses;
3) identify and validate drug targets, cellular assays, and biomarkers to guide candidate molecule selection; and 4) guide clinical trial
patient selection and trial design. Our current programs are focused on identifying repurposed and novel small molecule clinical candidates
for rare CNS genetic disorders including Rett Syndrome (“Rett”), CDKL5 Deficiency Disorders (“CDD”) and familial
Parkinson’s Disease (“PD”). The Company’s management believes that drug discovery needs to progressively shift
as the widely used preclinical models for predicting safe and effective drugs have under-performed, as evidenced by the time and cost
of bringing novel drugs to market. As a result, Vyant Bio is focused on combining sophisticated data science capabilities with highly
functional human cell derived disease models. We leverage our ability to identify validated targets and molecular-based biomarkers to
screen and test thousands of small molecule compounds in human diseased 3D brain organoids in order to create a unique approach to assimilating
biological data that supports decision making iteratively throughout the discovery phase of drug development to identify both novel and
repurposed drug candidates.
In
December 2021, the Company’s Board of Directors approved a plan to sell the vivoPharm Pty Ltd (“vivoPharm”)
business to allow the Company to focus on the development of neurological
developmental and degenerative disease therapeutics. We engaged an investment banker in December 2021 to sell the vivoPharm business
during 2022.
The
Purchase Agreement with Lincoln Park
On
March 28, 2022, we entered into the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park has agreed to purchase from
us up to an aggregate of $15.0 million of our common stock (subject to certain limitations) from time to time over the term of the Purchase
Agreement. Also on March 28, 2022, we entered into a registration rights agreement with Lincoln Park, which we refer to in this prospectus
as the Registration Rights Agreement, pursuant to which we filed with the SEC the registration statement that includes this prospectus
to register for resale under the Securities Act of 1933, as amended, or the Securities Act, the shares of our common stock that have
been or may be issued to Lincoln Park under the Purchase Agreement.
This
prospectus covers the resale by the selling stockholder of up to 5,796,733 shares of our common stock, comprised of: (i) 405,953 shares
of our common stock that we have already issued to Lincoln Park as a fee for making its irrevocable commitment to purchase our common
stock under the Purchase Agreement, which we refer to in this prospectus as the Commitment Shares, and (ii) up to an additional 5,390,780
shares of our common stock that we have reserved for sale to Lincoln Park under the Purchase Agreement from time to time after the date
of this prospectus, if and when we determine to sell additional shares of our common stock to Lincoln Park under the Purchase Agreement.
Other
than the 405,953 Commitment Shares that we issued to Lincoln Park as a fee for making its irrevocable commitment to purchase our common
stock under the Purchase Agreement, we do not have the right to commence any sales of our common stock to Lincoln Park under the Purchase
Agreement until all of the conditions set forth in the Purchase Agreement have been satisfied, including that the SEC has declared effective
the registration statement that includes this prospectus registering the shares of our common stock that have been and may be issued
and sold to Lincoln Park under the Purchase Agreement, which we refer to in this prospectus as the commencement, or Commencement Date.
From and after the commencement, we may, from time to time and at our sole discretion for a period of 30-months, on any business day
that we select, direct Lincoln Park to purchase up to 50,000 shares of our common stock, which amount may be increased depending on the
market price of our common stock at the time of sale, subject to a maximum commitment of $1,000,000 per purchase, which we refer to in
this prospectus as “Regular Purchases.” In addition, at our discretion, Lincoln Park has committed to purchase other “accelerated
amounts” and/or “additional accelerated amounts” under certain circumstances. We will control the timing and amount
of any sales of our common stock to Lincoln Park. The purchase price of the shares of our common stock that may be sold to Lincoln Park
in Regular Purchases under the Purchase Agreement will be based on the market price of our common stock immediately preceding the time
of sale as computed under the Purchase Agreement. The purchase price per share will be equitably adjusted as provided in the Purchase
Agreement for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction as set forth in the
Purchase Agreement. We may at any time in our sole discretion terminate the Purchase Agreement without fee, penalty or cost upon one
business day notice. There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated
damages in the Purchase Agreement or Registration Rights Agreement, except the Company is prohibited (with certain specified exceptions)
from effecting or entering into an agreement to effect an “equity line of credit” or substantially similar transaction whereby
an investor is irrevocably bound to purchase the Company’s securities over a period of time at a price based on the market price
of the Common Stock at the time of each such purchase. Lincoln Park may not assign or transfer its rights and obligations under the Purchase
Agreement.
As
of April 8, 2022, there were 29,412,438 shares of our common stock outstanding, of which 27,067,350 shares of our common stock were held
by non-affiliates. Although the Purchase Agreement provides that we may sell up to an aggregate of $15.0 million of our common stock
to Lincoln Park, only 5,796,733 shares of our common stock are being registered for resale under this prospectus, which represents the
405,953 Commitment Shares that we issued to Lincoln Park as a fee for making its irrevocable commitment to purchase our common stock
under the Purchase Agreement and an additional 5,390,780 shares of our common stock that we may issue and sell to Lincoln Park in the
future under the Purchase Agreement, if and when we sell shares of our common stock to Lincoln Park under the Purchase Agreement. Depending
on the market prices of our common stock at the time we elect to issue and sell shares of our common stock to Lincoln Park under the
Purchase Agreement, we may need to register for resale under the Securities Act additional shares of our common stock in order to receive
aggregate gross proceeds equal to the $15.0 million total commitment available to us under the Purchase Agreement. If all of the 5,390,780
shares of our common stock that may be sold to Lincoln Park in the future under the Purchase Agreement that are being registered for
resale hereunder were issued and outstanding as of the date of this prospectus (without taking into account the 19.99% stockholder approval
limitation), such shares of our common stock, taken together with the 405,953 Commitment Shares that we issued to Lincoln Park as a fee
for making its irrevocable commitment to purchase our common stock under the Purchase Agreement and outstanding as of the date of this
prospectus, would represent approximately 16.7% of the total number of shares of our common stock outstanding and approximately 17.9%
of the total number of outstanding shares of our common stock held by non-affiliates, in each case as of April 8, 2022. If we elect to
issue and sell to Lincoln Park under the Purchase Agreement more than the additional 5,390,780 shares of our common stock being registered
for resale by Lincoln Park under this prospectus, which we have the right, but not the obligation, to do, we must first register for
resale under the Securities Act any such additional shares of our common stock, which could cause additional substantial dilution to
our stockholders. The number of shares of our common stock ultimately offered for resale by Lincoln Park is dependent upon the number
of shares of our common stock we ultimately decide to sell to Lincoln Park under the Purchase Agreement.
Under
applicable Nasdaq rules, in no event may we issue or sell to Lincoln Park under the Purchase Agreement shares of our common stock in
excess of 5,796,733 shares (including the Commitment Shares), which represents 19.99% of the shares of our common stock outstanding (based
on 28,998,169 shares outstanding) immediately prior to the execution of the Purchase Agreement, which limitation we refer to as the Exchange
Cap, unless (i) we obtain stockholder approval to issue shares of our common stock in excess of the Exchange Cap or (ii) the average
price of all applicable sales of our common stock to Lincoln Park under the Purchase Agreement equals or exceeds $1.2474 per share (which
represents the lower of (A) the official closing price of our common stock on Nasdaq on the trading day immediately preceding the date
of the Purchase Agreement and (B) the average official closing price of our common stock on Nasdaq for the five consecutive trading days
ending on the trading day immediately preceding the date of the Purchase Agreement, plus an incremental amount to take into account the
issuance of the Commitment Shares to Lincoln Park), so that such issuances and sales would be exempt from the Exchange Cap limitation
under applicable Nasdaq rules. In any event, the Purchase Agreement specifically provides that we may not issue or sell any shares of
our common stock under the Purchase Agreement if such issuance or sale would breach any applicable rules or regulations of The Nasdaq
Stock Market.
The
Purchase Agreement prohibits us from directing Lincoln Park to purchase any shares of our common stock if those shares of our common
stock, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park and its affiliates, would result
in Lincoln Park having beneficial ownership, at any single point in time, of more than 9.99% of the then total outstanding shares of
our common stock, as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and
Rule 13d-3 thereunder, which limitation we refer to as the Beneficial Ownership Cap.
Issuances
of our common stock to Lincoln Park under the Purchase Agreement will not affect the rights or privileges of our existing stockholders,
except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance.
Although the number of shares of our common stock that our existing stockholders own will not decrease, the shares of our common stock
owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of our common stock after any
such issuance of shares of our common stock to Lincoln Park under the Purchase Agreement. There are substantial risks to our stockholders
as a result of the sale and issuance of common stock to Lincoln Park under the Purchase Agreement. See “Risk Factors.”
Corporate
Information
The
Company was incorporated in the State of Delaware on April 8, 1999. On March 30, 2021, the Company completed its Merger with StemoniX,
Inc., a Minnesota corporation, which is now a wholly-owned subsidiary of the Company.
The
Company’s principal executive offices are located at 2370 State Route 70 West, Two Executive Campus, Suite 310, Cherry Hill, NJ
08002-4102. The Company’s telephone number is (201) 479-1357 and the corporate website address is www.vyantbio.com. The Company
included the website address in this prospectus only as an inactive textual reference and does not intend it to be an active link to
the Company website. The information on the website is not incorporated by reference in this prospectus.
The
Company’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments
to those reports, as well as other documents the Company files with the U.S. Securities and Exchange Commission (“SEC”),
are available free of charge through the Investors section of the Company website as soon as reasonably practicable after such material
is electronically filed with or furnished to the SEC. The public can obtain documents that the Company files with the SEC at www.sec.gov.
The
Offering
Shares
of our common stock offered by the selling stockholder |
|
Up
to 5,796,733 shares of our common stock consisting of: |
|
|
|
|
|
|
● |
405,953
Commitment Shares issued to Lincoln Park as a fee for making its irrevocable commitment to purchase our common stock under the Purchase
Agreement; and |
|
|
|
|
|
|
● |
up
to 5,390,780 shares of our common stock that we may issue and sell to Lincoln Park from time to time under the Purchase Agreement
from and after the commencement. |
|
|
|
Shares
of our common stock outstanding prior to this offering |
|
29,412,438
shares of our common stock, which includes the 405,953 Commitment Shares issued to Lincoln Park as a fee for making its irrevocable
commitment to purchase our common stock under the Purchase Agreement. |
|
|
|
Shares
of our common stock to be outstanding after giving effect to the issuance of the additional 5,390,780 shares of our common stock
reserved for issuance and sale in this offering under the Purchase Agreement |
|
34,803,218
shares of our common stock. The actual number of shares outstanding after this offering will vary depending upon the actual number
of shares we sell to Lincoln Park under the Purchase Agreement after the date of this prospectus. |
|
|
|
Use
of proceeds |
|
We
will receive no proceeds from the sale of shares of our common stock by Lincoln Park in this offering. We may receive up to $15.0
million aggregate gross proceeds under the Purchase Agreement from any sales of shares of our common stock we make to Lincoln Park
pursuant to the Purchase Agreement after the commencement, assuming that we sell the full amount of our common stock that we have
the right, but not the obligation to sell to Lincoln Park under the Purchase Agreement. Any proceeds that we receive from sales of
shares of our common stock to Lincoln Park under the Purchase Agreement will be used for working capital and general corporate purposes.
See “Use of Proceeds.” |
|
|
|
Nasdaq
symbol for our common stock |
|
“VYNT”
|
|
|
|
Risk
factors |
|
This
investment involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus for a discussion
of factors you should carefully consider before deciding to invest in our securities. |
Unless
otherwise noted, the number of shares of common stock to be outstanding immediately after this offering is based on 29,412,438 shares
outstanding as of April 8, 2022 and excludes:
● |
2,292,996
shares of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $7.04 per share; |
|
|
● |
2,766,949
shares of common stock issuable upon the exercise of outstanding stock options issued pursuant to our 2008 Stock Option Plan, 2011
Equity Incentive Plan and 2021 Equity Incentive Plan (collectively, the “Incentive Plans”) at a weighted average exercise
price of $3.05 per share; |
|
|
● |
350,896
shares of common stock issuable upon the settlement of outstanding restricted stock units issued pursuant to our 2021 Equity Incentive
Plan; and |
|
|
● |
2,228,537
shares of common stock reserved for future issuance under our 2021 Equity Incentive Plan. |
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before making an investment decision with respect to our securities, we urge you to
carefully consider the risks described in the “Risk Factors” sections of our most recent Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, as well as our Current Reports on Form 8-K, filed with the SEC and incorporated by reference into this prospectus.
In addition, the following risk factors present material risks and uncertainties associated with this offering. The risks and uncertainties
incorporated by reference into this prospectus or described below are not the only ones we face. Additional risks and uncertainties not
presently known or which we consider immaterial as of the date hereof may also have an adverse effect on our business. If any of the
matters discussed in the following risk factors were to occur, our business, financial condition, results of operations, cash flows or
prospects could be materially and adversely affected, the market price of our common stock could decline and you could lose all or part
of your investment in our securities.
Risks
Related to the Offering
It
is not possible to predict the actual number of shares we will sell under the Purchase Agreement to the selling stockholder, or the actual
gross proceeds resulting from those sales.
On
March 28, 2022, we entered into the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park has committed to purchase up
to $15,000,000 of our common stock, subject to certain limitations and conditions set forth in the Purchase Agreement. The shares of
our common stock that may be issued under the Purchase Agreement may be sold by us to Lincoln Park at our discretion from time to time
over an approximately 30-month period commencing on the Commencement Date.
We
generally have the right to control the timing and amount of any sales of our shares of common stock to Lincoln Park under the Purchase
Agreement. Sales of our common stock, if any, to Lincoln Park under the Purchase Agreement will depend upon market conditions and other
factors to be determined by us. We may ultimately decide to sell to Lincoln Park all, some or none of the shares of our common stock
that may be available for us to sell to Lincoln Park pursuant to the Purchase Agreement.
Because
the purchase price per share to be paid by Lincoln Park for the shares of common stock that we may elect to sell to Lincoln Park under
the Purchase Agreement, if any, will fluctuate based on the market prices of our common stock at the time we elect to sell shares to
Lincoln Park pursuant to the Purchase Agreement, if any, it is not possible for us to predict, as of the date of this prospectus and
prior to any such sales, the number of shares of common stock that we will sell to Lincoln Park under the Purchase Agreement, the purchase
price per share that Lincoln Park will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds
that we will receive from those purchases by Lincoln Park under the Purchase Agreement.
Moreover,
although the Purchase Agreement provides that we may sell up to an aggregate of $15,000,000 of our common stock to Lincoln Park, only
5,796,733 shares of common stock are being registered for resale under the registration statement
that includes this prospectus, consisting of (i) the 405,953 Commitment Shares that we previously issued to Lincoln Park upon execution
of the Purchase Agreement as consideration for its commitment to purchase shares of our common stock at our direction under the Purchase
Agreement and (ii) up to 5,390,780 shares of our common stock that we may elect to sell to Lincoln Park, in our sole discretion, from
time to time from and after the Commencement Date under the Purchase Agreement.
Accordingly,
of the 5,796,733 shares of common stock being registered for resale under the registration statement that includes this prospectus, 405,953
of such shares represent the Commitment Shares that we issued to Lincoln Park in consideration of Lincoln
Park’s obligation to purchase shares of our common stock at our direction under the Purchase Agreement, in exchange for which we
did not receive any cash proceeds. Therefore, only 5,390,780 of such shares represent shares
that we may issue and sell to Lincoln Park for cash consideration in purchases under the Purchase Agreement from time to time, at our
sole discretion, during the 30-month period commencing on the Commencement Date. If after the Commencement Date we elect to sell to the
selling stockholder all of the 5,390,780 shares of common stock being registered for resale under this prospectus that are available
for sale by us to the selling stockholder in purchases under the Purchase Agreement, depending on the market prices of our common stock
at the time of such sales, the actual gross proceeds from the sale of all such shares may be substantially less than the $15,000,000
total purchase commitment available to us under the Purchase Agreement, which could materially adversely affect our liquidity.
If
it becomes necessary for us to issue and sell to Lincoln Park under the Purchase Agreement more than the 5,796,733 shares being registered
for resale under the registration statement that includes this prospectus in order to receive aggregate gross proceeds equal to the $15,000,000
total purchase commitment available to us under the Purchase Agreement, we must first file with the SEC one or more additional registration
statements to register under the Securities Act the resale by Lincoln Park of any such additional shares of our common stock we wish
to sell from time to time under the Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell
any additional shares of our common stock to Lincoln Park under the Purchase Agreement. Any issuance and sale by us under the Purchase
Agreement of a substantial amount of shares of common stock in addition to the 5,796,733 shares of common stock being registered for
resale by Lincoln Park under this prospectus could cause additional substantial dilution to our stockholders. The number of shares of
our common stock ultimately offered for sale by Lincoln Park is dependent upon the number of shares of common stock we ultimately sell
to Lincoln Park under the Purchase Agreement.
Investors
who buy shares at different times will likely pay different prices.
Pursuant
to the Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold
to Lincoln Park. If and when we do elect to sell shares of our common stock to Lincoln Park pursuant to the Purchase Agreement, after
Lincoln Park has acquired such shares, Lincoln Park may resell all, some or none of such shares at any time or from time to time in its
discretion and at different prices. As a result, investors who purchase shares from Lincoln Park in this offering at different times
will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution
and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from
Lincoln Park in this offering as a result of future sales made by us to Lincoln Park at prices lower than the prices such investors paid
for their shares in this offering.
We
may not have access to the full amount available under the Purchase Agreement with Lincoln Park. We may require additional financing
to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent financings may adversely
impact our stockholders.
We
may direct Lincoln Park to purchase up to $15.0 million worth of shares of our common stock from time to time under the Purchase Agreement
over a 30-month period generally in amounts up to 50,000 shares of our common stock, which may be increased to up to 100,000 shares of
our common stock depending on the market price of our common stock at the time of sale, provided that Lincoln Park’s committed
obligation under such single Regular Purchase shall not exceed $1,000,000.
Depending
on the prevailing market price of our common stock, we may not be able to sell shares to Lincoln Park for the maximum $15.0 million over
the term of the Purchase Agreement. We will need to seek stockholder approval before issuing more than 5,796,733 shares (including the
Commitment Shares), unless the average price of all applicable sales of our common stock to Lincoln Park under the Purchase Agreement
equals or exceeds $1.2474 per share (which represents the lower of (A) the official closing price of our common stock on Nasdaq on the
trading day immediately preceding the date of the Purchase Agreement and (B) the average official closing price of our common stock on
Nasdaq for the five consecutive trading days ending on the trading day immediately preceding the date of the Purchase Agreement, plus
an incremental amount to take into account the issuance of the Commitment Shares to Lincoln Park), so that such issuances and sales would
be exempt from the Exchange Cap limitation under applicable Nasdaq rules. We are not required or permitted to issue any shares of common
stock under the Purchase Agreement if such issuance would breach our obligations under the rules or regulations of The Nasdaq Stock Market.
In addition, Lincoln Park will not be required to purchase any shares of our common stock if such sale would result in Lincoln Park’s
beneficial ownership exceeding 9.99% of the then outstanding shares of our common stock. Our inability to access a portion or the full
amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on
our business.
The
extent we rely on Lincoln Park as a source of funding will depend on a number of factors including the prevailing market price of our
common stock and the extent to which we are able to secure working capital from other sources. If obtaining sufficient funding from Lincoln
Park were to prove unavailable or prohibitively dilutive, we will need to secure another source of funding in order to satisfy our working
capital needs. Even if we sell all $15.0 million of shares of our common stock under the Purchase Agreement to Lincoln Park, we may still
need additional capital to finance our future production plans and working capital needs, and we may have to raise funds through the
issuance of equity or debt securities. Assuming a purchase price of $1.30 (which represents the closing price of our common stock on
April 8, 2022), the purchase by Lincoln Park of the entire 5,390,780 additional shares being registered hereunder would result in gross
proceeds to us of only $7,008,014.
Depending
on the type and the terms of any financing we pursue, stockholders’ rights and the value of their investment in our common stock
could be reduced. A financing could involve one or more types of securities including common stock, convertible debt or warrants to acquire
common stock. These securities could be issued at or below the then prevailing market price for our common stock. In addition, if we
issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of stockholders
until the debt is paid. Interest on these debt securities would increase costs and negatively impact operating results. If the issuance
of new securities results in diminished rights to holders of our common stock, the market price of our common stock could be negatively
impacted.
Should
the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences
could be a material adverse effect on our business, operating results, financial condition and prospects.
Our
management will have broad discretion over the use of the net proceeds from our sale of shares of common stock to Lincoln Park, you may
not agree with how we use the proceeds and the proceeds may not be invested successfully.
Our
management will have broad discretion as to the use of the net proceeds from our sale of shares of common stock to Lincoln Park, and
we could use them for purposes other than those contemplated at the time of commencement of this offering. Accordingly, you will be relying
on the judgment of our management with regard to the use of those net proceeds, and you will not have the opportunity, as part of your
investment decision, to assess whether the proceeds are being used appropriately. It is possible that, pending their use, we may invest
those net proceeds in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively
could have a material adverse effect on our business, financial condition, operating results and cash flows.
FORWARD-LOOKING
STATEMENTS
This
prospectus and the documents incorporated herein by reference contain forward-looking statements which are made pursuant to the safe
harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act. Statements other than statements of historical fact constitute “forward-looking statements.”
These forward-looking statements do not constitute guarantees of future performance. These forward-looking statements may be identified
by terms such as “intend,” “expect,” “believe,” “anticipate,” “will,” “should,”
“would,” “could,” “may,” “designed,” “potential,” “evaluate,”
“progressing,” proceeding,” “exploring,” “hopes,” and similar expressions, or the negative
of such expressions. Such statements are based upon certain assumptions and assessments made by our management in light of their experience
and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.
These
statements include, without limitation, statements we make regarding expectations for revenues, cash flows and financial performance,
the anticipated results of our development efforts and the timing for receipt of required regulatory approvals and product launches;
our ability to fully access our equity line with Lincoln Park.
Our
actual results may differ, including materially, from those anticipated in these forward-looking statements as a result of various risks
and uncertainties. These risks and uncertainties include, but are not limited to, those risks discussed in this prospectus under “Risk
Factors,” the risks described under “Part I—Item 1A—Risk Factors” in our most recent Annual Report on Form
10-K, and under “Part II, Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q, all of which are incorporated
herein by reference, as well as, without limitation, risks associated with:
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our
strategic plans; |
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our
ability to discover and develop novel therapeutics; |
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our
ability to license any therapeutics we develop to larger companies for Phase 2 and Phase 3 clinical trials; |
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the
ability of our licensors to achieve milestones under future licensing agreements that will generate revenue for us; |
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our
ability to secure strategic and clinical co-development partnerships with pharmaceutical and biotechnology companies; |
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our
ability to make capital expenditures and finance operations; |
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our
cash position; |
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our
ability to effectively manage current and future collaboration partnerships, joint venture or acquisition initiatives undertaken
by the Company; |
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our
ability to develop and build infrastructure and teams to manage our research and development, partnering and clinical development
activities; |
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our
ability to continue to retain and hire key talent; |
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our
ability to sell the vivoPharm business and effectively operate the business during the sales process; |
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our
ability to deter cyberattacks on our business; |
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our
ability to obtain compounds used for drug discovery and development could be affected as a result of the tensions between the Ukraine
and Russia.; and |
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the
impact of COVID-19 on the economy, demand for our services and products and our operations, including measures taken by government
authorities to address the pandemic, which may precipitate or exacerbate other risks and/or uncertainties. |
We
encourage you to read these risks carefully. We caution you not to place undue reliance on the forward-looking statements contained or
incorporated by reference in this prospectus. These forward-looking statements speak only as of the date made. We assume no obligation
or undertaking to update any forward-looking statements to reflect any changes in expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based. You should, however, review additional disclosures we make in the reports
we file with the SEC.
THE
LINCOLN PARK TRANSACTION
General
On
March 28, 2022, we entered into the Purchase Agreement with Lincoln Park, pursuant to which Lincoln Park has agreed to purchase from
us up to an aggregate of $15.0 million of our common stock (subject to certain limitations) from time to time over the term of the Purchase
Agreement. Also on March 28, 2022, we entered into the Registration Rights Agreement, pursuant to which we filed with the SEC the registration
statement that includes this prospectus to register for resale under the Securities Act the shares of our common stock that have been
or may be issued to Lincoln Park under the Purchase Agreement.
This
prospectus covers the resale by the selling stockholder of up to 5,796,733 shares of our common stock, comprised of: (i) 405,953 Commitment
Shares that we issued to Lincoln Park as a fee for making its irrevocable commitment to purchase our common stock under the Purchase
Agreement, and (ii) up to an additional 5,390,780 shares of our common stock that we have reserved for sale to Lincoln Park under the
Purchase Agreement from time to time after the date of this prospectus, if and when we determine to sell additional shares of our common
stock to Lincoln Park under the Purchase Agreement.
Other
than the 405,953 Commitment Shares that we issued to Lincoln Park as a fee for making its irrevocable commitment to purchase our common
stock under the Purchase Agreement, we do not have the right to commence any sales of our common stock to Lincoln Park under the Purchase
Agreement until all of the conditions set forth in the Purchase Agreement have been satisfied, including that the SEC has declared effective
the registration statement that includes this prospectus registering the shares of our common stock that have been and may be issued
and sold to Lincoln Park under the Purchase Agreement. From and after the commencement, we may, from time to time and at our sole discretion
for a period of 30-months, on any business day that we select, direct Lincoln Park to purchase in a Regular Purchase up to 50,000 shares
of our common stock, which amount may be increased depending on the market price of our common stock at the time of sale, subject to
a maximum commitment of $1,000,000 per Regular Purchase. In addition, at our discretion, Lincoln Park has committed to purchase other
“accelerated amounts” and/or “additional accelerated amounts” under certain circumstances. We will control the
timing and amount of any sales of our common stock to Lincoln Park. The purchase price of the shares of our common stock that may be
sold to Lincoln Park in Regular Purchases under the Purchase Agreement will be based on the market price of our common stock immediately
preceding the time of sale as computed under the Purchase Agreement. The purchase price per share will be equitably adjusted as provided
in the Purchase Agreement for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction as set
forth in the Purchase Agreement. We may at any time in our sole discretion terminate the Purchase Agreement without fee, penalty or cost
upon one business day notice. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement.
As of April 8, 2022, there were 29,412,438 shares
of our common stock outstanding, of which 27,067,350 shares of our common stock were held by non-affiliates. Although the Purchase Agreement
provides that we may sell up to an aggregate of $15.0 million of our common stock to Lincoln Park, only 5,796,733 shares of our common
stock are being registered for resale under this prospectus, which represents the 405,953 Commitment Shares that we issued to Lincoln
Park as a fee for making its irrevocable commitment to purchase our common stock under the Purchase Agreement and an additional 5,390,780
shares of our common stock that we may issue and sell to Lincoln Park in the future under the Purchase Agreement, if and when we sell
shares of our common stock to Lincoln Park under the Purchase Agreement. Depending on the market prices of our common stock at the time
we elect to issue and sell shares of our common stock to Lincoln Park under the Purchase Agreement, we may need to register for resale
under the Securities Act additional shares of our common stock in order to receive aggregate gross proceeds equal to the $15.0 million
total commitment available to us under the Purchase Agreement. If all of the 5,390,780 shares of our common stock that may be sold to
Lincoln Park in the future under the Purchase Agreement that are being registered for resale hereunder were issued and outstanding as
of the date of this prospectus (without taking into account the 19.99% stockholder approval limitation), such shares of our common stock,
taken together with the 405,953 Commitment Shares that we issued to Lincoln Park as a fee for making its irrevocable commitment to purchase
our common stock under the Purchase Agreement and outstanding as of the date of this prospectus, would represent approximately 16.7%
of the total number of shares of our common stock outstanding and approximately 17.9% of the total number of outstanding shares of our
common stock held by non-affiliates, in each case as of April 8, 2022. If we elect to issue and sell to Lincoln Park under the Purchase
Agreement more than the additional 5,390,780 shares of our common stock being registered for resale by Lincoln Park under this prospectus,
which we have the right, but not the obligation, to do, we must first register for resale under the Securities Act any such additional
shares of our common stock, which could cause additional substantial dilution to our stockholders. The number of shares of our common
stock ultimately offered for resale by Lincoln Park is dependent upon the number of shares of our common stock we ultimately decide to
sell to Lincoln Park under the Purchase Agreement.
Under
applicable Nasdaq rules, in no event may we issue or sell to Lincoln Park under the Purchase Agreement shares of our common stock in
excess of 5,796,733 shares (including the Commitment Shares), which represents 19.99% of the shares of our common stock outstanding (based
on 28,998,169 shares outstanding) immediately prior to the execution of the Purchase Agreement, which limitation we refer to as the Exchange
Cap, unless (i) we obtain stockholder approval to issue shares of our common stock in excess of the Exchange Cap or (ii) the average
price of all applicable sales of our common stock to Lincoln Park under the Purchase Agreement equals or exceeds $1.2474 per share (which
represents the lower of (A) the official closing price of our common stock on Nasdaq on the trading day immediately preceding the date
of the Purchase Agreement and (B) the average official closing price of our common stock on Nasdaq for the five consecutive trading days
ending on the trading day immediately preceding the date of the Purchase Agreement, plus an incremental amount to take into account the
issuance of the Commitment Shares to Lincoln Park), so that such issuances and sales would be exempt from the Exchange Cap limitation
under applicable Nasdaq rules. In any event, the Purchase Agreement specifically provides that we may not issue or sell any shares of
our common stock under the Purchase Agreement if such issuance or sale would breach any applicable rules or regulations of The Nasdaq
Stock Market.
The
Purchase Agreement prohibits us from directing Lincoln Park to purchase any shares of our common stock if those shares of our common
stock, when aggregated with all other shares of our common stock then beneficially owned by Lincoln Park and its affiliates, would result
in Lincoln Park having beneficial ownership of shares of our common stock, as calculated pursuant to Section 13(d) of the Exchange Act
and Rule 13d-3 thereunder, in excess of the Beneficial Ownership Cap at any time.
The
sale of our common stock to Lincoln Park under the Purchase Agreement will not affect the rights or privileges of our existing stockholders,
except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuance.
Although the number of shares of our common stock that our existing stockholders own will not decrease, the shares of our common stock
owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of our common stock after any
such issuance of shares of our common stock to Lincoln Park under the Purchase Agreement.
Purchase
of Shares of our Common Stock under the Purchase Agreement
Regular
Purchases
From
and after the Commencement Date, on any business day selected by the Company (and provided all shares of common stock subject to all
prior Regular Purchases have been properly delivered to Lincoln Park in accordance with the Purchase Agreement), the Company may, by
written notice delivered by us to Lincoln Park, direct Lincoln Park to purchase up to 50,000 shares of our common stock on such business
day in a Regular Purchase, provided, however, that the maximum number of shares we may sell to Lincoln Park in a Regular Purchase may
be increased to up to (i) 75,000 shares of our common stock, provided that the closing sale price of our common stock is not below $1.50
on the purchase date and (ii) 100,000 shares of our common stock, provided that the closing sale price of our common stock is not below
$2.50 on the purchase date (such share amount limitation, the “Regular Purchase Share Limit”). In each case, Lincoln Park’s
maximum commitment in any single Regular Purchase may not exceed $1,000,000.
The
purchase price per share for each such Regular Purchase will be equal to the lower of:
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the
lowest sale price for our common stock on the purchase date for such shares of our common stock; and |
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|
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the
arithmetic average of the three lowest closing sale prices for our common stock during the 10 consecutive business days ending on
the business day immediately preceding the purchase date of such shares of our common stock. |
Accelerated
Purchases
In
addition to Regular Purchases described above, we may also direct Lincoln Park, on any Purchase Date for a Regular Purchase on which
we have properly submitted a Regular Purchase notice directing Lincoln Park to purchase the maximum number of shares of our common stock
that we are then permitted to include in a single Regular Purchase notice (and provided all shares of common stock subject to all prior
Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases effected prior to such Purchase Date have been properly
delivered to Lincoln Park in accordance with the Purchase Agreement), to purchase an additional amount of our common stock, which we
refer to as an Accelerated Purchase, on the next business day following such Purchase Date for such corresponding Regular Purchase, which
we refer to as the Accelerated Purchase Date, not to exceed the lesser of:
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30%
of the aggregate number of shares of our common stock traded during all or, if certain trading volume or market price thresholds
specified in the Purchase Agreement are crossed on the applicable Accelerated Purchase Date, the portion of the normal trading hours
on the applicable Accelerated Purchase Date prior to such time that any one of such thresholds is crossed, which period of time on
the applicable Accelerated Purchase Date we refer to as the Accelerated Purchase Measurement Period; and |
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300%
of the number of purchase shares purchased pursuant to the corresponding Regular Purchase. |
The
purchase price per share for the shares subject to an Accelerated Purchase will be equal to 95% of the lower of:
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the
volume weighted average price of our common stock during the Accelerated Purchase Measurement Period on the applicable Accelerated
Purchase Date; and |
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the
closing sale price of our common stock on the applicable Accelerated Purchase Date. |
Additional
Accelerated Purchases
We
may also direct Lincoln Park, not later than 1:00 p.m., Eastern time, on the same Accelerated Purchase Date on which an Accelerated Purchase
Measurement Period for an Accelerated Purchase has ended prior to such time (and provided all shares of common stock subject to all prior
Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including those prior Accelerated Purchases and Additional
Accelerated Purchases effected on the same Accelerated Purchase Date as the applicable Additional Accelerated Purchase have been properly
delivered to Lincoln Park in accordance with the Purchase Agreement prior to such time), to purchase an additional amount of our common
stock on such same Accelerated Purchase Date, which we refer to as an Additional Accelerated Purchase, of up to the lesser of:
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30%
of the aggregate number of shares of our common stock traded during the portion of the normal trading hours on the applicable Accelerated
Purchase Date determined in accordance with the Purchase Agreement, which period of time on the applicable Accelerated Purchase Date
we refer to as the Additional Accelerated Purchase Measurement Period; and |
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300%
of the number of purchase shares purchased pursuant to the Regular Purchase corresponding to the Accelerated Purchase effected on
such same Accelerated Purchase Date. |
The
purchase price per share for the shares subject to an Additional Accelerated Purchase will be equal to 95% of the lower of:
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the
volume weighted average price of our common stock during the applicable Additional Accelerated Purchase Measurement Period for such
Additional Accelerated Purchase; and |
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|
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the
closing sale price of our common stock on the applicable same Accelerated Purchase Date. |
We
may, in our sole discretion, submit multiple Additional Accelerated Purchase notices to Lincoln Park prior to 1:00 p.m., Eastern time,
on a single Accelerated Purchase Date, again provided all shares of common stock subject to all prior Regular Purchases, Accelerated
Purchases and Additional Accelerated Purchases, including those prior Accelerated Purchases and Additional Accelerated Purchases effected
on the same Accelerated Purchase Date as the applicable Additional Accelerated Purchase have been properly delivered to Lincoln Park
in accordance with the Purchase Agreement prior to such time.
In
the case of Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, the purchase price per share will be equitably
adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring
during the business days used to compute the purchase price.
Other
than as described above, there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the
timing and amount of any sales of our common stock to Lincoln Park.
Events
of Default
Events
of default under the Purchase Agreement include the following:
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the
effectiveness of the registration statement of which this prospectus forms a part lapses for any reason (including, without limitation,
the issuance of a stop order), or any required prospectus supplement and accompanying prospectus are unavailable for the resale by
Lincoln Park of our common stock offered hereby, and such lapse or unavailability continues for a period of 10 consecutive business
days or for more than an aggregate of 30 business days in any 365-day period; |
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suspension
by our principal market of our common stock from trading for a period of one business day; |
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the
de-listing of our common stock from the Nasdaq Capital Market, our principal market, provided our common stock is not immediately
thereafter trading on the New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market, the NYSE American, the NYSE Arca, or the OTCQX Best Market or the OTCQB Venture Market operated by OTC Markets Group Inc.
(or nationally recognized successor thereto); |
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the
failure of our transfer agent to issue to Lincoln Park shares of our common stock within two business days after the applicable date
on which Lincoln Park is entitled to receive such shares of our common stock; |
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any
breach of the representations or warranties or covenants contained in the Purchase Agreement or Registration Rights Agreement that
has or could have a material adverse effect on us and, in the case of a breach of a covenant that is reasonably curable, that is
not cured within five business days; |
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any
voluntary or involuntary participation or threatened participation in insolvency or bankruptcy proceedings by or against us; |
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if
at any time we are not eligible to transfer our common stock electronically; or |
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if
at any time the Exchange Cap (to the extent applicable under the terms of the Purchase Agreement) is reached and our stockholders
have not approved the issuance of common stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules. |
Lincoln
Park does not have the right to terminate the Purchase Agreement upon any of the events of default set forth above, although the Purchase
Agreement would automatically terminate in the event of any voluntary or involuntary participation or threatened participation in insolvency
or bankruptcy proceedings by or against us that are not discharged within 90 days. During an event of default, all of which are outside
of Lincoln Park’s control, we may not direct Lincoln Park to purchase any shares of our common stock under the Purchase Agreement.
Our
Termination Rights
We
have the unconditional right, at any time, for any reason and without any payment or liability to us, to give notice to Lincoln Park
to terminate the Purchase Agreement.
No
Short-Selling or Hedging by Lincoln Park
Lincoln
Park has agreed that neither it nor any of its affiliates shall engage in any direct or indirect short-selling or hedging of our common
stock during any time prior to the termination of the Purchase Agreement.
Prohibitions
on Certain Transactions
There
are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase
Agreement or Registration Rights Agreement except the Company is prohibited (with certain specified exceptions) from effecting or entering
into an agreement to effect an “equity line of credit” or substantially similar transaction whereby an investor is irrevocably
bound to purchase the Company’s securities over a period of time at a price based on the market price of the Common Stock at the
time of each such purchase.
Effect
of Performance of the Purchase Agreement on Our Stockholders
All
5,796,733 shares of our common stock being registered for resale hereunder which have been or may be issued or sold by us to Lincoln
Park under the Purchase Agreement are expected to be freely tradable. It is anticipated that shares registered in this offering will
be sold from time to time over a period of up to 30-months commencing on the date that the registration statement including this prospectus
becomes effective. The sale by Lincoln Park of a significant amount of shares of our common stock registered in this offering at any
given time could cause the market price of our common stock to decline and to be highly volatile. Sales of our common stock to Lincoln
Park, if any, will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Lincoln
Park all, some or none of the additional shares of our common stock that may be available for us to sell pursuant to the Purchase Agreement.
If and when we do sell additional shares of our common stock to Lincoln Park, after Lincoln Park has acquired the shares of our common
stock, Lincoln Park may resell all, some or none of those shares of our common stock at any time or from time to time in its discretion.
Therefore, sales to Lincoln Park by us under the Purchase Agreement may result in substantial dilution to the interests of other holders
of our common stock. In addition, if we sell a substantial number of shares of our common stock to Lincoln Park under the Purchase Agreement,
or if investors expect that we will do so, the actual sales of shares of our common stock or the mere existence of our arrangement with
Lincoln Park may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that
we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any additional sales of
our common stock to Lincoln Park and the Purchase Agreement may be terminated by us at any time at our discretion without any cost to
us.
Pursuant
to the terms of the Purchase Agreement, from and after commencement, we have the right, but not the obligation, from time to time to
direct Lincoln Park to purchase up to $15.0 million of our common stock. Depending on the price per share at which we sell our common
stock to Lincoln Park pursuant to the Purchase Agreement, we may need to sell to Lincoln Park under the Purchase Agreement more shares
of our common stock than are being offered under this prospectus in order to receive aggregate gross proceeds equal to the $15.0 million
total commitment available to us under the Purchase Agreement. If we choose to do so, we must first register for resale under the Securities
Act such additional shares of our common stock, which could cause additional substantial dilution to our stockholders. The number of
shares of our common stock ultimately offered for resale by Lincoln Park under this prospectus is dependent upon the number of shares
of our common stock we direct Lincoln Park to purchase under the Purchase Agreement.
The
following table sets forth the amount of gross proceeds we would receive from Lincoln Park from our sale of up to 5,390,780 shares of
our common stock that we are registering hereby that we may issue and sell to Lincoln Park in the future under the Purchase Agreement
at varying purchase prices from and after commencement:
Assumed Average Purchase Price Per Share | | |
Number of Registered Shares of our
Common Stock to be Issued if Full Purchase(1) | | |
Percentage of Outstanding Shares
of our Common Stock After Giving Effect to the Issuance to Lincoln Park(2) | | |
Gross Proceeds from the Sale of
Shares of our Common Stock to Lincoln Park Under the Purchase Agreement(1) | |
$ | 1.00 | | |
| 5,390,780 | | |
| 15.49 | % | |
$ | 5,390,780 | |
$ | 1.30 | (3) | |
| 5,390,780 | | |
| 15.49 | % | |
$ | 7,008,014 | |
$ | 2.00 | | |
| 5,390,780 | | |
| 15.49 | % | |
$ | 10,781,560 | |
$ | 2.78 | | |
| 5,390,780 | | |
| 15.49 | % | |
$ | 15,000,000 | |
(1) |
Although
the Purchase Agreement provides that we may sell up to $15.0 million of our common stock to Lincoln Park, we are only registering
5,796,733 shares of our common stock for resale under this prospectus, including 405,953 Commitment Shares issued to Lincoln Park
as a commitment fee for making its irrevocable commitment to purchase our common stock under the Purchase Agreement, which may or
may not cover all the shares of our common stock we ultimately sell to Lincoln Park under the Purchase Agreement, depending on the
purchase price per share. |
(2) |
The
denominator is based on 29,412,438 shares of our common stock outstanding as of April 8, 2022 (including the 405,953 Commitment Shares
we issued to Lincoln Park upon signing the Purchase Agreement), adjusted to include the number of shares of our common stock set
forth in the adjacent column which we would have sold to Lincoln Park, assuming the purchase price in the adjacent column. The numerator
is based on the number of shares of our common stock issuable under the Purchase Agreement at the corresponding assumed purchase
price set forth in the adjacent column, giving effect to the Exchange Cap, but without giving effect to the Beneficial Ownership
Cap, and excludes the Commitment Shares. |
(3) |
The
closing sale price per share of our common stock on April 8, 2022. |
USE
OF PROCEEDS
This
prospectus relates to shares of our common stock that may be offered and sold from time to time by Lincoln Park. We will receive no proceeds
from the sale of shares of common stock by Lincoln Park in this offering. We may receive up to $15.0 million in gross proceeds under
the Purchase Agreement from any sales we make to Lincoln Park pursuant to the Purchase Agreement after the date of this prospectus. We
estimate that the net proceeds to us from the sale of our common stock to Lincoln Park pursuant to the Purchase Agreement would be up
to $15.0 million over an approximately 30-month period, assuming that we sell the full amount of our common stock that we have the right,
but not the obligation, to sell to Lincoln Park under the Purchase Agreement, and after other estimated fees and expenses. See “Plan
of Distribution” elsewhere in this prospectus for more information.
Any
proceeds from the selling stockholder that we receive under the Purchase Agreement are expected to be used for working capital and general
corporate purposes. The amounts and timing of these expenditures will depend on a number of factors, such as the timing and progress
of our research and development efforts, regulatory actions affecting our product candidates and our business, technological advances
and the competitive environment for our product candidates. As we are unable to predict the timing or amount of potential issuances of
all of the additional shares issuable to the Purchase Agreement, we cannot specify with certainty all of the particular uses for the
net proceeds that we will have from the sale of such additional shares. Accordingly, our management will have broad discretion in the
application of the net proceeds. We may also use a portion of the net proceeds to acquire or invest in complementary businesses, technologies,
product candidates or other intellectual property, although we have no present commitments or agreements to do so. We may use the proceeds
for purposes that are not contemplated at the time of this offering. Pending use of the net proceeds as described above, we expect to
invest the net proceeds in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of
deposit or direct or guaranteed obligations of the U.S. government. It is possible that no additional shares will be issued under the
Purchase Agreement.
DILUTION
The
sale of our common stock to Lincoln Park pursuant to the Purchase Agreement will have a dilutive impact on our stockholders. In addition,
the lower our stock price is at the time we exercise our right to sell shares to Lincoln Park, the more shares of our common stock we
will have to issue to Lincoln Park pursuant to the Purchase Agreement and our existing stockholders would experience greater dilution.
Our
net tangible book value as of December 31, 2021 was $20.3 million, or $0.70 per share, based on 28,992,995 shares of our common stock
outstanding as of that date. After giving effect to (i) the issuance of 405,953 shares of our common stock to Lincoln Park as Commitment
Shares and (ii) the sale of 5,390,780 shares of our common stock to Lincoln Park pursuant to the Purchase Agreement at an assumed sale
price of $1.30 per share of our common stock (which represents the closing price of our common stock on April 8, 2022) and after deducting
estimated offering expenses payable by us, our as-adjusted net tangible book value as of December 31, 2021 would have been approximately
$27.2 million, or $0.78 per share. This represents an immediate increase in net tangible book value of $0.08 per share to existing stockholders
and an immediate dilution of $0.52 per share to investors in this offering.
The
above discussion is based on 28,992,995 shares of common stock outstanding as of December 31, 2021 and excludes the following:
● |
2,296,913
shares of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $7.14 per share; |
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2,320,097
shares of common stock issuable upon the exercise of outstanding stock options issued pursuant to our Incentive Plans at a weighted
average exercise price of $4.19 per share; |
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8,676
shares of common stock issuable upon the settlement of outstanding restricted stock units issued pursuant to our 2021 Equity Incentive
Plan; and |
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3,075,734
shares of common stock reserved for future issuance under our 2021 Equity Incentive Plan. |
To
the extent that additional shares are issued pursuant to the foregoing, investors purchasing our common stock in this offering will experience
further dilution. In addition, we may offer other securities in other offerings due to market conditions or strategic considerations.
To the extent we issue such securities, it could result in further dilution to our stockholders.
UNAUDITED
PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The
Company formerly known as Cancer Genetics, Inc. (“CGI”), StemoniX and CGI Acquisition, Inc. (“Merger Sub”) entered
into a merger agreement on August 21, 2020, which was amended on February 8, 2021 and February 26, 2021 (as amended, the “Merger
Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub was merged (the “Merger”) with and into StemoniX
on March 30, 2021, with StemoniX surviving the Merger as a wholly owned subsidiary of the Company. For U.S. federal income tax purposes,
the Merger qualified as a tax-free “reorganization”. Concurrent with the Merger closing, the Company changed its name to
Vyant Bio, Inc. Under the terms of the Merger Agreement, upon consummation of the Merger, the Company issued (i) an aggregate of 17,977,544
shares of Vyant Bio 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 all StemoniX preferred shares and StemoniX 2020 Convertible Notes) and StemoniX warrants (which
does not include a certain warrant (the “Investor Warrant”) issued to a certain StemoniX convertible note holder (the “Major
Investor”)), (ii) options to purchase an aggregate of 891,780 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) a warrant (the “Major
Investor Warrant”) to the Major Investor, expiring February 23, 2026 to purchase 143,890 shares of Common Stock at a price of $5.9059
per share in exchange for the Investor Warrant.
The
Merger was accounted for as a reverse acquisition with StemoniX being the accounting acquirer of CGI using the acquisition method of
accounting, thus replacing the historical pre-Merger financial statements of CGI included in previous SEC filings with those of StemoniX
resulting in the historical financial statements of StemoniX now being named the Vyant Bio financial statements. Under acquisition
accounting, the assets and liabilities (including executory contracts, commitments and other obligations) of CGI, as of March 30, 2021,
the closing date of the Merger, were recorded at their respective fair values and added to those of StemoniX. Any excess of purchase
price consideration over the fair values of the identifiable net assets is recorded as goodwill. The total consideration paid by StemoniX
in the Merger amounted to $59.9 million, which represents the fair value of CGI’s 11,007,186 shares of Common Stock or $50.74 million,
2,157,686 Common Stock warrants or $9.04 million and 55,907 Common Stock options outstanding on the closing date of the Merger with a
fair value of $139 thousand. In addition, at the effective time of the Merger, existing StemoniX shareholders received an additional
804,711 incremental shares in accordance with the conversion ratio set forth in the Merger Agreement.
Pursuant to SEC rules, we are providing herein unaudited
pro forma combined financial information as Vyant Bio’s December 31, 2021 operating results do not include the operations of the
pre-Merger operations of CGI, the predecessor company for accounting purposes, for the period from January 1, 2021 through March 30,
2021, the Merger date. The unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects
of the merger between StemoniX and CGI based on their historical results of operations of Vyant Bio. It is presented as follows:
● |
The
unaudited pro forma combined statement of operations for the year ended December 31, 2021 was prepared based on (i) the historical
audited consolidated statement of operations and other comprehensive loss of Vyant Bio for the year ended December 31, 2021 and (ii)
the historical unaudited statement of operations data of CGI for the period from January 1, 2021 through March 30, 2021, the Merger
date. |
The
unaudited pro forma condensed combined financial information set forth below primarily gives effect to the following:
|
● |
the
consummation of the merger on January 1, 2021; |
|
|
|
|
● |
reflecting
the application of the acquisition method of accounting in connection with the merger on the unaudited pro forma combined statement
of operations for the year-ended December 31, 2021; |
|
|
|
|
● |
the
inclusion of discontinued operations in the combined statements of operations for the vivoPharm business; and |
|
|
|
|
● |
transaction
costs incurred in connection with the merger. |
Assumptions
underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited
pro forma condensed combined financial information. The unaudited pro forma combined statement of operations data for the year ended
December 31, 2021 gives effect to the merger as if it had occurred on January 1, 2021.
This
unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the accompanying
notes, as well as the following historical financial statements and the related notes of Vyant Bio:
|
● |
Separate
historical audited consolidated financial statements of Vyant Bio as of and for the years ended December 31, 2021 and 2020 and the
related notes included in Form 10-K filed with U.S. Securities and Exchange Commission on March 30, 2022. |
UNAUDITED
PRO FORMA COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR
THE YEAR ENDED December 31, 2021
(thousands
in USD except per share amounts)
| |
Historical for the year ended
December 31, 2021 | | |
Historical for the period January 1, 2021 through March 30, 2021 | | |
Pro Forma | |
| |
Vyant Bio,
Inc. | | |
Cancer Genetics, Inc. | | |
Merger Adjustments | | |
| |
Pro Forma Combined | |
Revenue: | |
| | |
| | |
| | |
| |
| |
Service | |
$ | 665 | | |
$ | - | | |
$ | - | | |
| |
$ | 665 | |
Product | |
| 483 | | |
| - | | |
| - | | |
| |
| 483 | |
Total revenue | |
| 1,148 | | |
| - | | |
| - | | |
| |
| 1,148 | |
Operating costs and expenses: | |
| | | |
| | | |
| | | |
| |
| | |
Cost of goods sold – service | |
| 408 | | |
| - | | |
| - | | |
| |
| 408 | |
Cost of goods sold – product | |
| 1,439 | | |
| - | | |
| - | | |
| |
| 1,439 | |
Research and development | |
| 4,273 | | |
| - | | |
| - | | |
| |
| 4,273 | |
Selling, general and administrative | |
| 8,424 | | |
| 1,517 | | |
| | | |
| |
| 9,941 | |
Merger related costs | |
| 2,310 | | |
| 359 | | |
| - | | |
| |
| 2,669 | |
Total operating costs and expenses | |
| 16,854 | | |
| 1,876 | | |
| - | | |
| |
| 18,730 | |
Loss from operations | |
| (15,706 | ) | |
| (1,876 | ) | |
| - | | |
| |
| (17,582 | ) |
Other income (expense): | |
| | | |
| | | |
| | | |
| |
| | |
Change in fair value of warrant liability | |
| 214 | | |
| - | | |
| (214 | ) | |
5.B. | |
| - | |
Change in fair value of share-settlement obligation derivative | |
| (250 | ) | |
| - | | |
| 250 | | |
5.B. | |
| - | |
Loss on debt conversions | |
| (2,518 | ) | |
| - | | |
| 2,518 | | |
5.B. | |
| - | |
Other income (expense), net | |
| 57 | | |
| (100 | ) | |
| - | | |
| |
| (43 | ) |
Interest expense, net | |
| (372 | ) | |
| | | |
| 372 | | |
5.B. | |
| - | |
Total other income (expense) | |
| (2,869 | ) | |
| (100 | ) | |
| 2,926 | | |
| |
| (43 | ) |
Loss from continuing operations before income taxes | |
| (18,575 | ) | |
| (1,976 | ) | |
| 2,926 | | |
| |
| (17,625 | ) |
Income tax expense (benefit) | |
| - | | |
| - | | |
| - | | |
| |
| - | |
Loss from continuing operations | |
| (18,575 | ) | |
| (1,976 | ) | |
| 2,926 | | |
| |
| (17,625 | ) |
Discontinuing operations (net of $0 tax benefit in 2021) | |
| (22,284 | ) | |
| (186 | ) | 4.A. |
| (238 | ) | |
5.A | |
| (22,708 | ) |
Net loss | |
| (40,859 | ) | |
| (2,162 | ) | |
| 2,688 | | |
| |
| (40,333 | ) |
Cumulative translation adjustment | |
| 74 | | |
| - | | |
| - | | |
| |
| 74 | |
Comprehensive loss | |
$ | (40,785 | ) | |
$ | (2,162 | ) | |
$ | 2,688 | | |
| |
$ | (40,259 | ) |
| |
| | | |
| | | |
| | | |
| |
| | |
Net loss per share attributed to common stock – basic and diluted: | |
| | | |
| | | |
| | | |
| |
| | |
Net loss per share from continuing operations | |
$ | (0.82 | ) | |
$ | (0.31 | ) | |
| | | |
| |
$ | (0.61 | ) |
Net loss per share from discontinuing operations | |
| (0.99 | ) | |
| (0.03 | ) | |
| | | |
| |
| (0.78 | ) |
Net loss per share | |
$ | (1.81 | ) | |
$ | (0.34 | ) | |
| | | |
| |
$ | (1.39 | ) |
Weighted average shares outstanding: | |
| | | |
| | | |
| | | |
| |
| | |
Weighted average common shares outstanding – basic and diluted | |
| 22,614 | | |
| 6,341 | | |
| | | |
| |
| 28,981 | |
See
accompanying notes to the unaudited pro forma condensed combined financial information.
NOTES
TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(thousands
in USD)
1.
Description of the Merger
The
Company formerly known as Cancer Genetics, Inc. (“CGI”), StemoniX and CGI Acquisition, Inc. (“Merger Sub”) entered
into a merger agreement on August 21, 2020, which was amended on February 8, 2021 and February 26, 2021 (as amended, the “Merger
Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub was merged (the “Merger”) with and into StemoniX
on March 30, 2021, with StemoniX surviving the Merger as a wholly owned subsidiary of the Company. For U.S. federal income tax purposes,
the Merger qualified as a tax-free “reorganization”. Concurrent with the Merger closing, the Company changed its name to
Vyant Bio, Inc. Under the terms of the Merger Agreement, upon consummation of the Merger, the Company issued (i) an aggregate of 17,977,544
shares of Vyant Bio 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 all StemoniX preferred shares and StemoniX 2020 Convertible Notes) and StemoniX warrants (which
does not include a certain warrant (the “Investor Warrant”) issued to a certain StemoniX convertible note holder (the “Major
Investor”)), (ii) options to purchase an aggregate of 891,780 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) a warrant (the “Major
Investor Warrant”) to the Major Investor, expiring February 23, 2026 to purchase 143,890 shares of Common Stock at a price of $5.9059
per share in exchange for the Investor Warrant.
The
Merger was accounted for as a reverse acquisition with StemoniX being the accounting acquirer of CGI using the acquisition method of
accounting, thus replacing the historical pre-Merger financial statements of CGI with those of StemoniX resulting in the historical
financial statements of StemoniX now being named the Vyant Bio financial statements. Under acquisition accounting, the assets and
liabilities (including executory contracts, commitments and other obligations) of CGI, as of March 30, 2021, the closing date of the
Merger, were recorded at their respective fair values and added to those of StemoniX. Any excess of purchase price consideration over
the fair values of the identifiable net assets is recorded as goodwill. The total consideration paid by StemoniX in the Merger amounted
to $59.9 million, which represents the fair value of CGI’s 11,007,186 shares of Common Stock or $50.74 million, 2,157,686 Common
Stock warrants or $9.04 million and 55,907 Common Stock options outstanding on the closing date of the Merger with a fair value of $139
thousand. In addition, at the effective time of the Merger, existing StemoniX shareholders received an additional 804,711 incremental
shares in accordance with the conversion ratio set forth in the Merger Agreement.
2.
Basis of Presentation
The
following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation
S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”
Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the
transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects
that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Only Transaction Accounting Adjustments
are presented in the following unaudited pro forma condensed combined financial information.
The
unaudited pro forma combined statement of operations data gives effect to the merger as if it had occurred on January 1, 2021.
The
unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative
of the combined results of operations that might have been achieved for the period indicated, nor is it necessarily indicative of the
future results of the combined company. The unaudited pro forma condensed combined financial information has not been adjusted to give
effect to financial benefits of the merger, such as tax savings, cost synergies or revenue synergies, or the anticipated costs to achieve
these benefits, including the cost of integration activities. The unaudited pro forma condensed combined financial information does not
reflect possible adjustments related to restructuring or integration activities, one-time transaction-related expenses anticipated to
be incurred prior to, or concurrent with, the closing of the merger are included in the unaudited pro forma combined statement of operations.
3.
Accounting Policies
The
unaudited pro forma condensed combined financial information has been compiled in a manner consistent with the accounting policies of
Vyant Bio.
4.
Vyant Bio Reclassification
Certain
financial information of Vyant Bio has been reclassified to conform to the historical presentation in StemoniX’s financial statements
as set forth below:
|
A. |
Discontinuing
Operations of the vivoPharm Business |
In
the fourth quarter of 2021, Vyant Bio classified its vivoPharm business as discontinuing operations. As such, the Vyant Bio consolidated
financial statements as of and for the year ended December 31, 2021 reflect the vivoPharm business as discontinuing operations.
The operations of CGI, which includes the vivoPharm business, from January 1, 2021 through March 30, 2021 (the Merger date), reflect
the vivoPharm operations as discontinuing operations.
5.
Unaudited Pro Forma Statement of Operations Adjustments
The
following provides explanations of the various adjustments to the unaudited pro forma combined statement of operations:
|
A. |
Represents
an increase to amortization expense of $238 thousand for the year ended December 31, 2021 related to the amortization of customer
lists and tradenames of the vivoPharm business acquired in connection with the Merger and assuming in the Merger closed on
January 1, 2021. The amortization expense is recorded in discontinuing operations, reflecting the classification of the vivoPharm
business as of December 31, 2021. |
|
|
|
|
B. |
Represents
the elimination of the historical gain in change in fair value of warrant liability of $214 thousand, a $250 thousand loss on the
change in fair value of share-settlement derivatives, a $2.5 million loss on conversion of deb and $368 thousand of interest expense,
all of which relate to StemoniX’s historical capital structure. All of these items are non-recurring items and reflect the
Merger closing on January 1, 2021. |
6.
Loss per Share
The
unaudited pro forma weighted average number of basic and diluted shares outstanding for the year ended December 31, 2021 is calculated
as follows:
(thousands in USD except share and per share amounts) | |
For the Year ended December 31, 2021 | |
Weighted average Vyant Bio shares outstanding for the year ended December 31, 2021 – basic | |
| 22,614,449 | |
Adjusted for Vyant Bio additional shares issued in Merger on March 30, 2021, not included in weighted average shares outstanding, and assuming the Merger occurred on January 1, 2021 | |
| 6,366,145 | |
Pro forma adjusted weighted average shares outstanding for the year ended December 31, 2021 – basic and dilutive | |
| 28,980,594 | |
| |
| | |
Pro forma net loss from continuing operations attributable to common shareholders – basic and dilutive | |
$ | (17,625 | ) |
| |
| | |
Pro forma net loss from continuing operations per common share – basic and dilutive | |
$ | (0.61 | ) |
SELLING
STOCKHOLDER
This
prospectus relates to the possible resale by the selling stockholder, Lincoln Park, of shares of our common stock that have been and
may be issued to Lincoln Park pursuant to the Purchase Agreement. We are filing the registration statement of which this prospectus is
a part pursuant to the provisions of the Registration Rights Agreement, which we entered into with Lincoln Park on March 28, 2022 concurrently
with our execution of the Purchase Agreement, in which we agreed to provide certain registration rights with respect to sales by Lincoln
Park of the shares of our common stock that may be issued to Lincoln Park under the Purchase Agreement.
Lincoln
Park, as the selling stockholder, may, from time to time, offer and sell pursuant to this prospectus up to 5,796,733 shares of our common
stock that we have issued or may issue to Lincoln Park under the Purchase Agreement. The selling stockholder may sell some, all or none
of the shares of common stock. We do not know how long the selling stockholder will hold the shares of our common stock before selling
them, and we currently have no agreements, arrangements or understandings with the selling stockholder regarding the sale of any of the
shares of common stock. See “Plan of Distribution.”
The
table below sets forth, to our knowledge, information concerning the beneficial ownership of shares of our common stock by the selling
stockholder as of April 8, 2022. The percentages of shares owned before and after the offering are based on 29,412,438 shares of common
stock outstanding as of April 8, 2022, which includes the 405,953 Commitment Shares that we issued to Lincoln Park upon our execution
of the Purchase Agreement on March 28, 2022. The information in the table below with respect to the selling stockholder has been obtained
from the selling stockholder.
Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares. Unless
otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their
shares of common stock. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the person
named below.
Throughout
this prospectus, when we refer to the shares of common stock being offered for resale by the selling stockholder through this prospectus,
we are referring to the shares of common stock that have been and may be issued and sold by us to Lincoln Park pursuant to the Purchase
Agreement, unless otherwise indicated.
Name of Selling Stockholder | |
Number
of Shares of Common Stock Owned Prior to Offering(2) | | |
Maximum
Number of Shares of Common Stock to be Offered Pursuant to this Prospectus(3) | | |
Number
of Shares of Common Stock Owned After Offering | |
| |
Number | | |
Percent | | |
| | |
Number | | |
Percent | |
Lincoln Park Capital Fund, LLC(1) | |
| 405,953 | | |
| 1.38 | % | |
| 5,796,733 | | |
| 0 | | |
| – | |
* |
Represents
less than 1.0%. |
(1)
Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC,
are deemed to be beneficial owners of all of the shares of Class A common stock owned directly by Lincoln Park Capital Fund, LLC. Messrs.
Cope and Scheinfeld have shared voting and investment power over the shares of Class A common stock being offered under the registration
statement filed with the SEC in connection with the transactions contemplated under the Purchase Agreement and the Registration Rights
Agreement. Neither Lincoln Park Capital, LLC nor Lincoln Park Capital Fund, LLC is a licensed broker dealer or an affiliate of a licensed
broker dealer.
(2)
Represents the 405,953 Commitment Shares issued to Lincoln Park as a commitment fee for making its irrevocable commitment to purchase
our common stock under the Purchase Agreement. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number
of shares of our common stock beneficially owned prior to the offering all of the 5,390,780 shares of our common stock that we may issue
and sell to Lincoln Park pursuant to the Purchase Agreement from and after commencement that are being registered for resale under the
registration statement that includes this prospectus, because the issuance and sale of such shares to Lincoln Park under the Purchase
Agreement is solely at our discretion and is subject to certain conditions, the satisfaction of all of which are outside of Lincoln Park’s
control, including the registration statement that includes this prospectus becoming and remaining effective under the Securities Act.
Furthermore, under the terms of the Purchase Agreement, issuances and sales of shares of our common stock to Lincoln Park under the Purchase
Agreement are subject to certain limitations on the amounts we may sell to Lincoln Park at any time, including the Beneficial Ownership
Cap.
(3)
Although the Purchase Agreement provides that we may sell up to $15,000,000 of our common stock to Lincoln Park, we are only registering
5,796,733 shares of our common stock for resale under this prospectus, including the 405,953 Commitment Shares that have been or may
be issued by us to Lincoln Park in consideration of Lincoln Park’s obligation to purchase shares of our common stock at our direction
under the Purchase Agreement, for which we will receive no cash proceeds. Therefore, only 5,390,780 of such shares represent shares that
we may issue and sell to Lincoln Park for cash consideration in purchases under the Purchase Agreement from time to time, at our sole
discretion, during the 30-month period commencing on the Commencement Date. Depending on the price per share at which we sell our common
stock to Lincoln Park pursuant to the Purchase Agreement, we may need to sell to Lincoln Park under the Purchase Agreement more shares
of our common stock than are offered under this prospectus in order to receive aggregate gross proceeds equal to the full $15.0 million
available to us under the Purchase Agreement. If we choose to do so, we must first register for resale under the Securities Act such
additional shares. The number of shares ultimately offered for resale by Lincoln Park is dependent upon the number of shares we sell
to Lincoln Park under the Purchase Agreement.
MARKET
PRICE OF OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Market
Information
Our
common stock is traded on the Nasdaq Capital Market under the symbol “VYNT.”
Holders
As
of April 8, 2022, there were approximately 83 registered holders of our common stock. This number does not include stockholders for whom
shares were held in “nominee” or “street name.”
Dividend
Policy
The
Company has never declared dividends on the Company’s equity securities, and currently does not plan to declare dividends on shares
of the Company’s common stock in the foreseeable future. The Company expects to retain future earnings, if any, for use in the
operation and expansion of the Company’s business. The payment of cash dividends in the future, if any, will be at the discretion
of the board of directors and will depend upon such factors as earnings levels, capital requirements, overall financial condition and
any other factors deemed relevant by the board of directors.
DESCRIPTION
OF CAPITAL STOCK
The
following is a summary of information concerning capital stock of Vyant Bio, Inc. (“us,” “our,” “we”
or the “Company”) and does not purport to be complete. The summary is subject to, and qualified in its entirety by reference
to, Vyant Bio, Inc.’s fourth amended and restated certificate of incorporation, as amended, amended and restated bylaws and the
Delaware General Corporation Law (the “DGCL”). You are urged to read our fourth amended and restated certificate of incorporation,
as amended, amended and restated bylaws and the applicable provisions of the DGCL for additional information.
General
Our
fourth amended and restated certificate of incorporation authorizes us to issue up to 100,000,000 shares of common stock, par value $0.0001
per share, and 9,764,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2021, 28,992,995 shares of Common
Stock, and no shares of our preferred stock, were outstanding. All outstanding shares of our common stock are fully paid and non-assessable.
Voting
Rights. Holders of our common stock are entitled to one vote per share in the election of directors and on all other matters on which
stockholders are entitled or permitted to vote. Holders of our common stock are not entitled to cumulative voting rights.
Dividend
Rights. Subject to the terms of any outstanding series of preferred stock, the holders of our common stock are entitled to dividends
in the amounts and at times as may be declared by the board of directors out of funds legally available therefor.
Liquidation
Rights. Upon liquidation or dissolution, holders of our common stock are entitled to share ratably in all net assets available for
distribution to stockholders after we have paid, or provided for payment of, all of our debts and liabilities, and after payment of any
liquidation preferences to holders of our preferred stock.
Other
Matters. Holders of our common stock have no redemption, conversion or preemptive rights. There are no sinking fund provisions applicable
to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to the rights of the holders
of shares of any series of preferred stock that we may issue in the future.
Preferred
Stock
Our
board of directors has the authority to issue preferred stock in one or more classes or series and to fix the designations, powers, preferences
and rights, and the qualifications, limitations or restrictions thereof, including dividend rights, conversion right, voting rights,
terms of redemption, liquidation preferences and the number of shares constituting any class or series, without further vote or action
by the stockholders. Although we have no present plans to issue any other shares of preferred stock, the issuance of shares of preferred
stock, or the issuance of rights to purchase such shares, could decrease the amount of earnings and assets available for distribution
to the holders of common stock, could adversely affect the rights and powers, including voting rights, of the common stock, and could
have the effect of delaying, deterring or preventing a change of control of us or an unsolicited acquisition proposal. The preferred
stock may provide for an adjustment of the conversion price in the event of an issuance or deemed issuance at a price less than the applicable
conversion price, subject to certain exceptions.
Anti-Takeover
Effects of Delaware law and Our Certificate of Incorporation and Bylaws
The
provisions of Delaware law, our certificate of incorporation and our bylaws described below may have the effect of delaying, deferring
or discouraging another party from acquiring control of us.
Section
203 of the Delaware General Corporation Law
We
are subject to Section 203 of the Delaware General Corporation Law, which prohibits a Delaware corporation from engaging in any business
combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder,
with the following exceptions:
●
before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted
in the stockholder becoming an interested stockholder;
●
upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining
the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons
who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange offer; or
●
on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting
of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is
not owned by the interested stockholder.
In
general, Section 203 defines a “business combination” to include any merger or consolidation involving the corporation and
the interested stockholder; any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving
the interested stockholder; subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation
of any stock of the corporation to the interested stockholder; any transaction involving the corporation that has the effect of increasing
the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or the
receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through
the corporation.
Certificate
of Incorporation and Bylaws
Our
certificate of incorporation and bylaws provide that:
●
the authorized number of directors can be changed only by resolution of our board of directors;
●
our bylaws may be amended or repealed by our board of directors or our stockholders;
●
no action can be taken by stockholders except at an annual or special meeting of the stockholders called in accordance with our bylaws,
and stockholders may not act by written consent, unless the stockholders amend the certificate of incorporation to provide otherwise;
●
stockholders may not call special meetings of the stockholders or fill vacancies on the board;
●
our board of directors will be authorized to issue, without stockholder approval, preferred stock, the rights of which will be determined
at the discretion of the board of directors and that, if issued, could operate as a “poison pill” to dilute the stock ownership
of a potential hostile acquirer to prevent an acquisition that our board of directors does not approve;
●
our stockholders do not have cumulative voting rights, and therefore our stockholders holding a majority of the shares of common stock
outstanding will be able to elect all of our directors; and
●
our stockholders must comply with advance notice provisions to bring business before or nominate directors for election at a stockholder
meeting.
Potential
Effects of Authorized but Unissued Stock
We
have shares of common stock and preferred stock available for future issuance without stockholder approval. We may utilize these additional
shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions
or payment as a dividend on the capital stock.
The
existence of unissued and unreserved common stock and preferred stock may enable our board of directors to issue shares to persons friendly
to current management or to issue preferred stock with terms that could render more difficult or discourage a third-party attempt to
obtain control of us by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management.
In addition, the board of directors has the discretion to determine designations, rights, preferences, privileges and restrictions, including
voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each series of preferred stock,
all to the fullest extent permissible under the Delaware General Corporation Law and subject to any limitations set forth in our certificate
of incorporation. The purpose of authorizing the board of directors to issue preferred stock and to determine the rights and preferences
applicable to such preferred stock is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred
stock, while providing desirable flexibility in connection with possible financings, acquisitions and other corporate purposes, could
have the effect of making it more difficult for a third-party to acquire, or could discourage a third-party from acquiring, a majority
of our outstanding voting stock.
Exclusive
Forum Charter Provision
Our
certificate of incorporation requires that the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable
law, be the sole and exclusive forum for the following:
●
any derivative action or proceeding brought on behalf of the Company;
●
any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any director, officer, employee or agent
of the Company to the Company or the Company’s stockholders;
●any
action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company’s certificate
of incorporation or bylaws;
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any action to interpret, apply, enforce or determine the validity of the Company’s certificate of incorporation or bylaws; or
●
any action asserting a claim governed by the internal affairs doctrine, in each such case subject to said Court of Chancery having personal
jurisdiction over the indispensable parties named as defendants therein.
Because
the applicability of the exclusive forum provision is limited to the extent permitted by applicable law, we do not intend that the exclusive
forum provision would apply to suits brought to enforce any duty or liability created by the Securities Exchange Act of 1934, as amended,
or any other claim for which the federal courts have exclusive jurisdiction, and acknowledge that federal courts have concurrent jurisdiction
over all suits brought to enforce any duty or liability created by the Securities Act. We note that there is uncertainty as to whether
a court would enforce the provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the
types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.
Transfer
Agent
The
transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company. Its address is 1 State Street, 30th
Floor, New York, NY 10004.
NASDAQ
Listing
Our
common stock is traded on The Nasdaq Stock Market under the symbol “VYNT.”
PLAN
OF DISTRIBUTION
The
shares of our common stock offered by this prospectus are being offered by the selling stockholder, Lincoln Park. The shares may be sold
or distributed from time to time by the selling stockholder directly to one or more purchasers or through brokers, dealers, or underwriters
who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated
prices, or at fixed prices, which may be changed. The sale of our common stock offered by this prospectus could be effected in one or
more of the following methods:
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ordinary
brokers’ transactions; |
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transactions
involving cross or block trades; |
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through
brokers, dealers, or underwriters who may act solely as agents; |
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“at
the market” into an existing market for the shares of our common stock; |
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in
other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through
agents; |
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in
privately negotiated transactions; or |
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any
combination of the foregoing. |
In
order to comply with the securities laws of certain states, if applicable, the shares of our common stock offered by this prospectus
may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares of our common stock offered
by this prospectus may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s
registration or qualification requirement is available and complied with.
Lincoln
Park is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.
Lincoln
Park has informed us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of our common stock that it
has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms
then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within
the meaning of Section 2(a)(11) of the Securities Act. Lincoln Park has informed us that each such broker-dealer will receive commissions
from Lincoln Park that will not exceed customary brokerage commissions.
Brokers,
dealers, underwriters or agents participating in the distribution of the shares of our common stock offered by this prospectus may receive
compensation in the form of commissions, discounts, or concessions from the selling stockholder and/or the purchasers, for whom the broker-dealers
may act as agent. The compensation paid to any such particular broker-dealer may be less than or in excess of customary commissions.
Neither we nor Lincoln Park can presently estimate the amount of compensation that any agent will receive from the selling stockholder
or from any purchasers of shares of our common stock sold by Lincoln Park.
We
know of no existing arrangements between Lincoln Park or any other stockholder, broker, dealer, underwriter or agent relating to the
sale or distribution of the shares of our common stock offered by this prospectus.
We
may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement that includes
this prospectus to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities
Act, to disclose certain information relating to a particular sale of shares of our common stock offered by this prospectus by the selling
stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares of
our common stock by the selling stockholder, any compensation paid by Lincoln Park to any such brokers, dealers, underwriters or agents,
and any other required information.
We
will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our common stock included
in this prospectus by Lincoln Park. We have agreed to indemnify Lincoln Park and certain other persons against certain liabilities in
connection with the offering of shares of our common stock offered by this prospectus, including liabilities arising under the Securities
Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Lincoln Park has
agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by
Lincoln Park specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid
in respect of such liabilities.
Lincoln
Park has represented to us that at no time prior to the Purchase Agreement has Lincoln Park or its agents, representatives or affiliates
engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation
SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common
stock. Lincoln Park agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter
into or effect, directly or indirectly, any of the foregoing transactions.
We
have advised Lincoln Park that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions,
Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in
the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the
subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order
to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability
of the securities offered by this prospectus.
This
offering will terminate on the earlier of (i) termination of the Purchase Agreement or (ii) the date that all shares of our common stock
offered by this prospectus have been sold by Lincoln Park.
Our
common stock is currently listed on the Nasdaq Capital Market under the symbol “VYNT”.
LEGAL
MATTERS
The
validity of any securities offered by this prospectus will be passed upon for us by Lowenstein Sandler LLP, Roseland, New Jersey.
EXPERTS
The
consolidated financial statements of Vyant Bio Inc. and subsidiaries as of and for the years ended December 31, 2021 and 2020, incorporated
by reference in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as
stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given their
authority as experts in auditing and accounting.
The
consolidated financial statements of Cancer Genetics, Inc. (effective March 30, 2021 now Vyant Bio, Inc.) as of and for the year ended
December 31, 2020 incorporated by reference in this prospectus by reference to the Annual Report on Form 10-K for the year ended
December 31, 2020 have been audited by Marcum LLP, an independent registered public accounting firm, as stated in its report, and have
been so incorporated in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed a registration statement on Form S-1 with the SEC under the Securities Act. This prospectus is part of the registration statement
but the registration statement includes and incorporates by reference additional information and exhibits. We file annual, quarterly
and current reports, proxy statements and other information with the SEC. The SEC also maintains a web site that contains reports, proxy
and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC.
The website address is www.sec.gov. The information on the SEC’s website is not part of this prospectus, and any references to
this website or any other website are inactive textual references only.
INCORPORATION
BY REFERENCE
The
SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, which means that
we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information
that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read
this prospectus. We have filed with the SEC, and incorporate by reference in this prospectus:
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our
Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 30, 2022; |
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our
Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021; and |
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our
Current Reports on Form 8-K filed with the SEC on January 24, 2022 and April 11, 2022 (other than any portions thereof deemed furnished
and not filed). |
We
are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance
with SEC rules.
Any
statement contained in any document incorporated by reference herein will be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus or any prospectus supplement modifies or supersedes such statement.
Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior
to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will
also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports
and documents.
We
will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral
request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered with the prospectus,
other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus
incorporates. You should direct oral or written requests by one of the following methods. Vyant Bio, Inc., 2370 Route 70 West, Two Executive
Campus, Suite 310, Cherry Hill, NJ 08002-4102; Telephone: (201) 479-9200. You may also access these documents, free of charge on the
SEC’s website at www.sec.gov or on our website at www.vyantbio.com. The information found on our website, or that may be accessed
by links on our website, is not part of this prospectus. We have included our website address solely as an inactive textual reference.
Investors should not rely on any such information in deciding whether to purchase our common stock.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons,
we have been informed that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
5,796,733
Shares of Common Stock
VYANT
BIO, INC.
PROSPECTUS
May
9, 2022
Cancer Genetics (NASDAQ:CGIX)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Cancer Genetics (NASDAQ:CGIX)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024