As
filed with the Securities and Exchange Commission on March 24, 2023
Registration
No. 333-249513
Registration
No. 333-252628
Registration
No. 333-239497
Registration
No. 333-218229
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 2 to Form S-4 on Form S-3, Registration Statement No. 333-249513
Post-Effective
Amendment No. 1 to Form S-3, Registration Statement No. 333-252628
Post-Effective
Amendment No. 1 to Form S-3, Registration Statement No. 333-239497
Post-Effective
Amendment No. 1 to Form S-3, Registration Statement No. 333-218229
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
Number) |
2
Executive Campus
2370
State Route 70, Suite 310
(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: Not applicable.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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 |
☐ |
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 any and all securities of the Company remaining unissued and unsold under the following
Registration Statements (the “Registration Statements”) filed by the Company with the Securities and Exchange Commission
(the “SEC”):
|
● |
Registration
Statement on Form S-3, No. 333-249513, filed on May 17, 2021, pertaining to the registration of an aggregate of 143,890 shares of
common stock, par value $0.0001 per share (“Common Stock”) issuable under outstanding warrants (collectively, the “Convertible
Note Warrants”) to purchase shares of common stock of StemoniX, Inc., a Minnesota corporation (“StemoniX”), which
Convertible Note Warrants were converted into warrants to purchase shares of Common Stock (the “Convertible Note Exchange Warrants”)
in connection with the merger between the Company and StemoniX, which was completed on March 30, 2021; |
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● |
Registration
Statement on Form S-3, No. 333-252628, filed February 1, 2021, pertaining to the registration of an aggregate of 5,682,768 shares
of common stock and such an indeterminate number of additional shares of common issuable by reason of stock splits, stock dividends,
recapitalizations or other similar transactions, represented by the resale of (a)(i) 2,758,624 shares of common stock and (ii) 2,758,624
shares of common stock issuable upon the exercise of the common warrants, in each case issued in a private placement described thereunder,
and (b) 165,517 shares of common stock issuable upon the exercise of the placement agent warrants issued in connection with the private
placement described thereunder; |
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● |
Registration
Statement on Form S-3, No. 333-239497, filed June 26, 2020, pertaining to the registration of an aggregate of $100,000,000 of any
combination of an indeterminate amount or number of shares of common stock (with accompanying purchase rights, if any), shares of
our preferred stock (with accompanying purchase rights, if any), warrants (including subscription rights), representing rights to
purchase common stock, preferred stock and debt securities registered thereunder, debt securities, units consisting of any combination
of such securities, subscription rights, representing rights to purchase common stock, preferred stock, warrants and debt securities
registered thereunder, and any such indeterminate amount of shares of common stock, shares of preferred stock or other securities
(with accompanying purchase rights, if any) issuable or deliverable upon the conversion, exercise or exchange of applicable debt
securities, preferred stock, warrants and subscription rights. |
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● |
Registration
Statement on Form S-3, No. 333-218229, filed May 25, 2017, pertaining to the registration of an aggregate of $100,000,000 of any
combination of such indeterminate amount or number of common stock, shares of preferred stock, warrants to purchase common stock
or preferred stock, overallotment purchase rights (including subscription rights), representing rights to purchase common stock,
preferred stock and warrants registered thereunder, units consisting of any combination of such securities, any such indeterminate
amount of securities that may be issued in exchange for, or upon conversion or exercise of preferred stock, or warrants registered
thereunder, and $77,464,000 of unsold securities previously registered on the registrant’s registration statement on Form S-3,
No. 333-196374, filed May 29, 2014 and declared effective on June 5, 2014. |
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-3 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 |
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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
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President,
Chief Executive Officer and Chief Financial Officer
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March
24, 2023 |
Andrew D. C. LaFrence |
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(Principal Executive
Officer, Principal Financial Officer and Principal Accounting Officer) |
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/s/
John Fletcher
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Chairman
of the Board of Directors |
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March
24, 2023 |
John Fletcher |
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/s/
Paul Hansen
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Director |
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March
24, 2023 |
Paul Hansen |
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/s/
Geoffrey Harris
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Director |
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March
24, 2023 |
Geoffrey Harris |
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/s/
Joanna Horobin
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Director |
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March
24, 2023 |
Joanna Horobin |
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/s/
Howard McLeod
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Director |
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March
24, 2023 |
Howard McLeod |
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/s/
John A. Roberts
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Director |
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March
24, 2023 |
John A. Roberts |
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/s/
Ping Yeh
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Director |
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March
24, 2023 |
Ping Yeh |
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