UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
KYTO
TECHNOLOGY AND LIFE SCIENCE, INC.
(Name
of Subject Company (Issuer) and Filing Person (Offeror))
WARRANTS
TO PURCHASE COMMON STOCK
(Title
of Class of Securities)
501572 200
(CUSIP
Number of Common Stock Underlying Warrants)
Paul Russo
Chief
Executive Officer
Kyto
Technology and Life Science, Inc.
13050
La Paloma Road
Los
Altos Hills, CA 94022
Telephone:
650-204-7896
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)
WITH
COPY TO:
Terence
Kelly, Esq.
Anthony
Epps, Esq.
Dorsey
& Whitney LLP
305
Lytton Avenue
Palo
Alto, CA 94301
Telephone:
(650) 857-1717
CALCULATION
OF FILING FEE:
| Transaction
valuation(1) |
|
Amount
of filing fee(1)(2) |
| $9,580,002 |
|
$888.07 |
| (1) | Estimated
for purposes of calculating the amount of the filing fee only. An offer to amend and exercise
warrants to purchase an aggregate of 4,790,001 shares of common stock (the “Exercise
Offer”). The transaction value is calculated pursuant to Rule 0-11 using $2.00 per
share of common stock, which represents the average of the high and low sales price of the
common stock on March 30, 2022. |
| (2) | Calculated
by multiplying the transaction value by .0000927 |
| ☐ | Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number or the Form or Schedule and the date of its filing. |
| Amount
Previously Paid: N/A |
|
Filing
Party: N/A |
| Form
or Registration Number: N/A |
|
Date
Filed: N/A |
| |
| ☐ | Check
the box if the filing relates solely to preliminary communications made before the commencement
of a tender offer. |
Check
the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ |
third
party tender offer subject to Rule 14d-1. |
| ☒ |
issuer
tender offer subject to Rule 13e-4. |
| ☐ |
going
private transaction subject to Rule 13e-3. |
| ☐ |
amendment
to Schedule 13D under Rule 13d-2. |
Check
the following box if the filing is a final amendment reporting the results of a tender offer: ☐
The
alphabetical subsections used in the Item responses below correspond to the alphabetical subsections of the applicable items of Regulation
M-A promulgated under the federal securities laws.
If
applicable, check the appropriate box(es) below to designate the appropriate note provision(s):
| ☐ |
Rule
13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ |
Rule
14d-1(d) (Cross-Border Third-Party Tender Offer) |
TABLE
OF CONTENTS
EX-99(a)(1)(A)
EX-99(a)(1)(B)
EX-99(a)(1)(C)
EX-99(a)(1)(D)
EX-99(a)(5)(A)
EX-99(a)(5)(B)
EX-99(a)(5)(C)
EX-99(a)(5)(D)
EX-99(a)(5)(E)
EX-99(a)(5)(F)
EX-99(a)(5)(G)
EX-99(a)(5)(H)
| Item
1. | SUMMARY
TERM SHEET |
The
information under the heading “Summary of Terms” in the Offer to Amend and Exercise (the “Exercise Offer”) filed
as Exhibit (a)(1)(B) to this Schedule TO is incorporated herein by reference.
| Item
2. | SUBJECT
COMPANY INFORMATION |
(a)
The name of the subject company (issuer) and filing person (offeror) is Kyto Technology and Life Science, Inc., a Delaware corporation
(the “Company”). The address and telephone number of its principal executive offices are 13050 La Paloma Road, Los Altos
Hills, CA 94022, telephone 650-204-7896.
(b)
As of March 31, 2022, the Company has outstanding warrants to purchase 1,596,667 shares of the Company’s common stock issued to
investors with an exercise price of $1.20 per share (the “Original Warrants”). The Original Warrants by their terms expire
three years from August 19, 2019.
Pursuant
to the Exercise Offer, the Original Warrants will be amended to (i) reduce the exercise price of the Original Warrants to $0.40 per share
of common stock in cash for the number of shares of Company common stock issuable therefor, (ii) shorten the exercise period of the Original
Warrants so that they expire concurrently with the expiration of the Exercise Offer at 5:00 p.m. (Pacific Time) May 2, 2022, as we may
extend it in our sole discretion (the “Expiration Date”), (iii) contain a lock-up provision that provides that neither the
holder nor any affiliate of the holder will sell dispose or otherwise transfer, directly or indirectly any of the shares of common stock
issuable upon exercise of the Amended Warrants without the prior written consent of the Company for a period of three months after the
Expiration Date, (iv) remove the cashless exercise provisions from those Original Warrants which include such cashless exercise provisions,
and (v) increase the number of shares of Company common stock issuable upon the exercise of the Original Warrant to a number that
is determined by multiplying the number of shares of Company common stock issuable upon the exercise of the Original Warrant by 3. There
is no minimum participation requirement with respect to the Exercise Offer.
As
of March 31, 2022, the Company had: (i) 16,327,692 shares of common stock outstanding; (ii) 550,000 shares of Series A Preferred Stock
outstanding; (iii) 1,437,500 shares of Series A-1 Preferred Stock outstanding; (iv) 2,212,500 shares of Series A-2 Preferred Stock outstanding;
(v) 562,344 shares of Series B Preferred Stock outstanding; (vi) 1,166,406 shares of Series B-1 Preferred Stock outstanding; (vii) 2,176,250
shares of Series B-2 Preferred Stock outstanding; (viii) 3,062,500 shares of Series B-3 Preferred Stock outstanding; (ix) outstanding
warrants to purchase 1,596,667 shares of common stock (including the Original Warrants); and (x) outstanding options to purchase 4,792,500
shares of common stock issued pursuant to the Company’s stock and incentive plans.
(c)
Because they are not registered, no trading market
exists for the Original Warrants or the Amended Warrants offered pursuant to the Exercise Offer. Information about the trading market
and price of the Company’s common stock under Section 12: “Trading Market of Original Warrants, Amended Warrants and Common
Stock” of the Exercise Offer is incorporated herein by reference.
| Item
3. | IDENTITY
AND BACKGROUND OF FILING PERSON |
(a)
The Company is the filing person and the subject company. The address and telephone number of each of the Company’s executive officers
and directors is c/o 13050 La Paloma Road, Los Altos Hills, CA 94022, telephone 650-204-7896.
Pursuant
to General Instruction C to Schedule TO promulgated by the United States Securities and Exchange Commission (the “SEC”),
the following persons are executive officers, directors and/or control persons of the Company:
Name |
|
Position(s) |
| Paul
M. Russo, Ph.D. |
|
Chief
Executive Officer, Director |
| Simon
Westbrook |
|
Chief
Financial Officer |
| Item
4. | TERMS
OF THE TRANSACTION |
(a)
Information about the terms of the transaction under the headings “Summary of Terms” and “Description of Exercise Offer”
of the Exercise Offer is incorporated herein by reference.
(b)
See Item 8 below for a description of the executive officers, directors and affiliates who hold Original Warrants and who will have an
opportunity to participate in the Exercise Offer on the same terms and conditions as the other holders of Original Warrants.
| Item
5. | PAST
CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS |
(e)
Not applicable.
| Item
6. | PURPOSES
OF THE TRANSACTION AND PLANS OR PROPOSALS |
(a)
The information about the purposes of the transaction under Section 2: “Purposes of the Exercise Offer and Use of Proceeds”
of the Exercise Offer is incorporated herein by reference.
(b)
The Company intends to cancel the Original Warrants upon the exercise of the Original Warrants by the holders thereof. Pursuant to the
Exercise Offer, Original Warrants that are not so exercised will remain outstanding pursuant to their original terms.
(c)
No plans or proposals described in this Schedule TO or in any materials sent to the holders of the Original Warrants in connection with
this Exercise Offer relate to or would result in the conditions or transactions described in Regulation M-A, Item 1006(c)(1) through
(10).
| Item
7. | SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
(a)
The information about the source of funds under Section 13: “Source and Amount of Funds” of the Exercise Offer is incorporated
herein by reference.
(b)
Not applicable.
(d)
Not applicable.
| Item
8. | INTEREST
IN SECURITIES OF THE SUBJECT COMPANY |
(a)
As of March 31, 2022, there are outstanding Original Warrants to purchase an aggregate of 1,596,667 shares of common stock which are
subject to this Exercise Offer. The Company’s executive officers, directors and control persons, as described below, hold the following
Original Warrants and will be entitled to participate in the Exercise Offer on the same terms and conditions as the other holders of
Original Warrants:
| Name | |
Position
with the Company | | |
Number
of
Original
Warrants
Held | | |
Percentage
of Original
Warrants
Held | |
| None. | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | |
Except
as set forth above, none of the Company’s other executive officers or directors hold Original Warrants.
| Item
9. | PERSONS/ASSETS,
RETAINED, EMPLOYED, COMPENSATED OR USED |
(a)
The Company may use the services of its officers and employees to solicit holders of the Original Warrants to participate in the Exercise
Offer without additional compensation.
| Item
10. | FINANCIAL
STATEMENTS |
(a)
The financial information required by Item 1010(a) is included under Section 15 “Information Regarding Kyto Technology and life
Science, Inc.” of the Exercise Offer, and as amended and supplemented, is incorporated by reference.
(b)
The pro forma financial information required by Item 1010(b) is included under Section 16 “Accounting Consequences of the Exercise
Offer” of the Exercise Offer, as amended and supplemented, and is incorporated by reference.
| Item
11. | ADDITIONAL
INFORMATION |
(a)
(1) There are no present or proposed contracts, arrangements, understandings or relationships between the Company and its executive officers,
directors or affiliates relating, directly or indirectly, to the Exercise Offer.
(2)
There are no applicable regulatory requirements or approvals needed for the Exercise Offer.
(3)
There are no applicable anti-trust laws.
(4)
The margin requirements of Section 7 of the Securities Exchange Act of 1934, as amended, and the applicable regulations are inapplicable.
(5)
None.
(c)
None.
The
following are attached as exhibits to this Schedule TO:
| (5)(A) | Annual
Report on Form 10-K, as amended, containing audited financial statements for the fiscal years
ended March 31, 2021, 2020 and 2019(as filed with the SEC on August 10, 2022 and amended
on August 12, 2022 and incorporated herein by reference) |
| (5)(B) | Report
on Form 10-Q for the quarter ended December 31, 2021 (as filed with the SEC on February 2,
2022 and incorporated herein by reference) |
(b)
Not applicable.
(d)
Not applicable.
(g)
None.
(h)
None.
| Item
13. | INFORMATION
REQUIRED BY SCHEDULE 13E-3. |
Not
Applicable.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| |
KYTO
TECHNOLOGY AND LIFE SCIENCE, INC. |
| |
|
|
| Date:
April 22, 2022 |
By: |
/s/
Paul Russo |
| |
Name: |
Paul
Russo |
| |
Title: |
Chief
Executive Officer |
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