Item 2.05. Costs Associated with Exit or Disposal Activities.
As part of the Cash Preservation Plan, the Board determined on January 31, 2023
to conduct a reduction in force as soon as practical, resulting in the retention
of a core group of employees required for one or more potential strategic
transactions and/or to execute an orderly wind down of the Company if required.
The Company estimates that it will incur approximately $1.4 million for
retention, severance and other employee termination-related costs in the first
and second quarters of 2023. The Company expects to substantially complete the
workforce reduction prior to the end of February 2023. The Company also expects
to delay or defer pending efforts with respect to its current pre-clinical and
clinical programs. As previously reported, LifeSci Capital is engaged as the
Company's financial advisor to assist in exploring a range of strategic
alternatives focused on enhancing and maximizing the value of the Company.
The estimate of costs that the Company expects to incur and the timing thereof
are subject to a number of assumptions, and actual results may differ. The
Company may also incur other cash or non-cash charges or cash expenditures not
currently contemplated due to events that may occur as a result of, or
associated with, the decision to wind down our operations.
As of January 31, 2023, the Company had cash and cash equivalents of
approximately $8.4 million. The estimate is based on currently available
information and does not present all necessary information for a complete
understanding of our financial condition as of January 31, 2023.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 31, 2023, Vyant Bio, Inc. (the "Company"), John A. Roberts and Robert
T. Fremeau, Jr., agreed in principle that Mr. Roberts and Dr. Fremeau would step
down as President and Chief Executive Officer and Chief Scientific Officer,
respectively, of the Company, effective as of February 3, 2023, and their
employment agreements, which are filed as exhibits to the Company's Annual
Report on Form 10-K for the year ended December 31, 2021, would be deemed
terminated as of that date by the Company without cause for purposes of
determining severance thereunder. Such agreement was not the result of any
disagreement Mr. Roberts or Dr. Fremeau had with the Company on any matters
relating to the Company's operations, policies or practices. Mr. Roberts will
remain a member of the Board of Directors of the Company.
Andrew D.C. LaFrence, the Company's Chief Financial Officer, will assume the
role of President and Chief Executive Officer following Mr. Roberts' departure.
Mr. LaFrence became Chief Financial Officer upon the Company's merger with
StemoniX, Inc. on March 30, 2021, pursuant to the terms of an employment
agreement, dated March 30, 2021, which will remain in effect. Mr. LaFrence's
biography can be found in the Company's proxy statement filed with the SEC on
June 14, 2022, which is incorporated herein by reference.
Item 8.01. Other Events.
The description of the Company's Cash Preservation Plan set forth under the
heading "Introductory Note" above and in Item 2.05 is incorporated by reference
into this Item 8.01.
In addition, as previously disclosed, the Company has engaged LifeSci Capital as
its financial advisor to assist in exploring a range of strategic alternatives
focused on enhancing and maximizing value including a potential sale or merger
of the Company or the licensing of its intellectual property rights. The Company
intends to continue to work with LifeSci Capital on identifying and evaluating
potential strategic options with the goal of maximizing value, particularly with
respect to a sale of its existing business or assets or a reverse merger.
There can be no assurance that the activities of LifeSci will result in any
changes to the Company's current business plans or lead to any specific action
or transaction. The Company does not intend to discuss or disclose further
developments during this process unless and until its Board of Directors has
approved a specific action or the Company otherwise determines that further
disclosure is appropriate.
On February 3, 2023, the Company issued a press release announcing its adoption
of the Cash Preservation Plan and the continuing efforts of LifeSci. The full
text of the press release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release issued by Vyant Bio, Inc. dated February 3, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
Forward-Looking Statements
Any statements in this Form 8-K about future expectations, plans and prospects
for the Company, including but not limited to statements about its ability to
identify, assess and execute a strategic transaction or realize any value from
its existing assets, its ability to preserve cash in order to adequately fund an
orderly wind down of the Company's operations if no transaction is consummated,
the ability of creditors, shareholders and other stakeholders to realize any
value or recovery as part of a transaction or a wind down process, the ability
of the Company to continue as a going concern, the Company's workforce reduction
and future charges expected to be incurred in connection therewith, the adequacy
or sufficiency of the Company's existing cash resources and other statements
containing the words "anticipate," "believe," "estimate," "expect," "intend,"
"may," "plan," "predict," "project," "target," "potential," "likely," "will,"
"would," "could," "should," "continue," and similar expressions, constitute
forward-looking statements within the meaning of The Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
indicated by such forward-looking statements as a result of various important
factors, including: the Company's ability to continue to pay its obligations in
the ordinary course of business as they come due; the ability to retain key
personnel, the adequacy of its capital resources in light of changing
circumstances, the actions of creditors of the Company and such other important
factors as are set forth in the Company's annual report on Form 10-K for the
year ended December 31, 2021 and quarterly reports and other filings on file
thereafter with the U.S. Securities and Exchange Commission. In addition, the
forward-looking statements included in this Form 8-K represent the Company's
views as of the date of this Form 8-K. The Company anticipates that subsequent
events and developments will cause its views to change. However, while the
Company may elect to update these forward-looking statements at some point in
the future, it specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing the
Company's views as of any date subsequent to the date of this Form 8-K.
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