Post-effective Amendment to Registration Statement (pos Am)
24 Março 2023 - 9:49AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 24, 2023
Registration
No. 333-215284
Registration
No. 333-264595
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 2 to Form S-1, Registration Statement No. 333-215284
Post-Effective
Amendment No. 1 to Form S-1, Registration Statement No. 333-264595
UNDER
THE
SECURITIES ACT OF 1933
Vyant
Bio, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
8071 |
|
04-3462475 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code No.) |
|
(I.R.S.
Employer
Identification No.) |
2
Executive Campus
2370
State Route 70, Suite 310
Cherry
Hill, NJ 08002
(201)
479-1357
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Andrew
D. C. LaFrence
2
Executive Campus
2370
State Route 70, Suite 310
Cherry
Hill, NJ 08002
(201)
479-1357
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
Alan
Wovsaniker
Lowenstein
Sandler LLP
One
Lowenstein Drive
Roseland,
New Jersey 07068
Tel:
973-597-2500
Approximate
date of commencement of proposed sale to the public: This post-effective amendment is being filed to deregister the unsold securities
previously registered under this Registration Statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, please check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 under the Securities Exchange Act of
1934:
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
|
|
|
|
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
|
|
|
|
Emerging
growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION
OF SECURITIES
These
post-effective amendments (the “Post-Effective Amendments”) are being filed by Vyant Bio, Inc., a Delaware corporation (the
“Company”), to remove from registration any and all shares of the Company’s common stock, par value $0.0001 per share
(“Common Stock”) and any and all other securities of the Company remaining unissued and unsold under the following Registration
Statements on Form S-1 (the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (the
“SEC”):
| ● | Registration
Statement on Form S-1, No. 333-264595, filed on April 29, 2022, pertaining to the registration
of an aggregate of up to 5,796,733 shares of Common Stock. |
| ● | Registration
Statement on Form S-1, No. 333-215284, filed on December 22, 2016, as amended, pertaining
to the registration of an aggregate of up to 2,608,910 shares of Common Stock issuable upon
the exercise of warrants, including (i) the resale by certain selling stockholders of an
aggregate of 1,233,910 shares of Common Stock issuable upon the exercise of warrants to purchase
our Common Stock, which such warrants were issued in connection with a private placement
consummated on May 25, 2016; and (ii) the resale by certain selling stockholders of an aggregate
of 1,375,000 shares of Common Stock issuable upon the exercise of warrants to purchase our
Common Stock, which such warrants were issued in connection with a private placement consummated
on September 14, 2016; and |
For
ease of reference, all share numbers above are as stated in the Registration Statements, without giving pro forma effect to any adjustments,
as applicable, for subsequent events such as stock splits occurring after the original filing dates of the respective Registration Statements.
In
accordance with undertakings made by the Company in each the Registration Statements to remove from registration, by means of a post-effective
amendment, any and all securities of the Company that were registered for issuance that remain unsold at the termination of the offerings,
the Company hereby removes from registration any and all securities of the Company registered but unsold under each of the Registration
Statements. As a result of this deregistration, no securities remain registered for sale pursuant to the Registration Statements.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Cherry Hill, New Jersey, on March 24, 2023.
|
VYANT
BIO, INC. |
|
|
|
|
By: |
/s/
Andrew D. C. LaFrence |
|
Name:
|
Andrew
D. C. LaFrence |
|
Title:
|
President,
Chief Executive Officer and Chief Financial Officer |
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
/s/
Andrew D. C. LaFrence
Andrew
D. C. LaFrence |
|
President,
Chief Executive Officer and Chief Financial Officer
(Principal
Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
March
24, 2023 |
|
|
|
/s/
John Fletcher
John
Fletcher |
|
Chairman
of the Board of Directors |
|
March
24, 2023 |
|
|
|
/s/
Paul Hansen
Paul
Hansen |
|
Director |
|
March
24, 2023 |
|
|
|
/s/
Geoffrey Harris
Geoffrey
Harris |
|
Director |
|
March
24, 2023 |
|
|
|
/s/
Joanna Horobin
Joanna
Horobin |
|
Director |
|
March
24, 2023 |
|
|
|
|
|
/s/
Howard McLeod
Howard
McLeod |
|
Director |
|
March
24, 2023 |
|
|
|
/s/
John A. Roberts
John
A. Roberts |
|
Director |
|
March
24, 2023 |
|
|
|
/s/
Ping Yeh
Ping
Yeh |
|
Director |
|
March
24, 2023 |
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