Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 24 2023 - 8:35AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 24, 2023
Registration
No. 333- 191520
Registration
No. 333- 191521
Registration
No. 333- 196198
Registration
No. 333- 205903
Registration
No. 333- 214599
Registration
No. 333- 256225
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Post-Effective
Amendment No. 1 to Form S-8, Registration Statement No. 333- 191520
Post-Effective
Amendment No. 1 to Form S-8, Registration Statement No. 333- 191521
Post-Effective
Amendment No. 1 to Form S-8, Registration Statement No. 333- 196198
Post-Effective
Amendment No. 1 to Form S-8, Registration Statement No. 333- 205903
Post-Effective
Amendment No. 1 to Form S-8, Registration Statement No. 333- 214599
Post-Effective
Amendment No. 1 to Form S-8, Registration Statement No. 333- 256225
UNDER
THE SECURITIES ACT OF 1933
Vyant
Bio, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
04-3462475 |
(State or other jurisdiction of
incorporation or organization) |
|
(IRS Employer
Identification No.) |
2
Executive Campus
2370
State Route 70, Suite 310
Cherry
Hill, NJ 08002
(Address
of Principal Executive Offices, including Zip Code)
Vyant
Bio, Inc. 2021 Equity Incentive Plan
StemoniX,
Inc. 2015 Stock Option Plan
Cancer
Genetics, Inc. Amended and Restated 2011 Equity Incentive Plan
Cancer
Genetics, Inc. Amended and Restated 2008 Stock Option Plan
(Full
titles of the plans)
Andrew
D. C. LaFrence
2
Executive Campus
2370
State Route 70, Suite 310
Cherry
Hill, NJ 08002
(Name
and address of agent for service)
(201)
479-1357
(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
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 of the Exchange Act.
Large
accelerated filer |
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☐ |
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Accelerated
filer |
|
☐ |
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Non-accelerated
filer |
|
☒ |
|
Smaller
reporting company |
|
☒ |
|
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|
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 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-8 (the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (the “SEC”):
| ● | Registration
Statement No. 333-256225, filed on May 18, 2021, pertaining to the registration of an aggregate
of 5,931,780 shares of Common Stock, consisting of: (i) 4,500,000 reserved for issuance pursuant
to the Vyant Bio, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), (ii) 891,780
shares of Common Stock pursuant to stock option awards outstanding under the StemoniX, Inc.
2015 Stock Option Plan (the “2015 Plan” and, together with the 2021 Plan, the
“Plans”), and any additional securities as may become issuable pursuant to the
adjustment provisions of the Plans; |
| | |
| ● | Registration
Statement No. 333-214599, filed on November 14, 2016, pertaining to the registration of an
aggregate of 500,000 shares of Common Stock to be issued under the Cancer Genetics, Inc.
Amended and Restated 2011 Equity Incentive Plan, and an indeterminable number of shares of
Common Stock issuable under such plan, as adjusted as a result of stock splits, stock dividends
and anti-dilution provisions; |
| | |
| ● | Registration
Statement No. 333-205903, filed on July 28, 2015, pertaining to the registration of an aggregate
of 650,000 shares of Common Stock to be issued pursuant to the Cancer Genetics, Inc. Amended
and Restated 2011 Equity Incentive Plan, and an indeterminable number of shares of Common
Stock issuable under such plan, as adjusted as a result of stock splits, stock dividends
and anti-dilution provisions; |
| | |
| ● | Registration
Statement No. 333-196198, filed on May 23, 2014, pertaining to the registration of an aggregate
of 1,650,000 shares of Common Stock to be issued pursuant to the Cancer Genetics, Inc. Amended
and Restated 2011 Equity Incentive Plan, and an indeterminable number of shares of Common
Stock issuable under such plan, as adjusted as a result of stock splits, stock dividends
and antidilution provisions; |
| | |
| ● | Registration
Statement No. 333-191521, filed on October 1, 2013, pertaining to the registration of an
aggregate of 350,000 shares of Common Stock to be issued pursuant to the Cancer Genetics,
Inc. Amended and Restated 2011 Equity Incentive Plan, and an indeterminable number of shares
of Common Stock issuable under such plan, as adjusted as a result of stock splits, stock
dividends and antidilution provisions; and |
| | |
| ● | Registration
Statement No. 333-191520, filed on October 1, 2013, pertaining to the registration of an
aggregate of 550,000 shares of Common Stock to be issued pursuant to the Cancer Genetics,
Inc. Amended and Restated 2008 Stock Option Plan, and an indeterminable number of shares
of Common Stock issuable under such plan, as adjusted as a result of stock splits, stock
dividends and antidilution provisions. |
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-8 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. |
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|
|
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 |
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/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 |
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/s/
John Fletcher
John
Fletcher |
|
Chairman
of the Board of Directors |
|
March
24, 2023 |
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/s/
Paul Hansen
Paul
Hansen |
|
Director |
|
March
24, 2023 |
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|
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|
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/s/
Geoffrey Harris
Geoffrey
Harris |
|
Director |
|
March
24, 2023 |
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/s/
Joanna Horobin
Joanna
Horobin |
|
Director |
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March
24, 2023 |
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/s/
Howard McLeod
Howard
McLeod |
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Director |
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March
24, 2023 |
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/s/
John A. Roberts
John
A. Roberts |
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Director |
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March
24, 2023 |
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/s/
Ping Yeh
Ping
Yeh |
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Director |
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March
24, 2023 |
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