UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 2024, 2023

VYANT BIO, INC.

(Exact Name of Company as Specified in its Charter)

Delaware

001-35817

04-3462475

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2 Executive Campus

2370 State Route 70, Suite 310

Cherry Hill, NJ 08002

(Address of Principal Executive Offices) (Zip Code)

Company’s telephone number, including area code (201) 479-~~8126~~1357

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		VYNT		The Nasdaq Capital Market

Indicate by check mark whether the Company is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Securities~~Introductory ~~registered pursuant to Section 12(b) of the Act:~~Note

~~Title~~As previously disclosed on its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 3, 2023, the Board of ~~each~~Directors ~~class~~(the ~~Trading~~“Board”) ~~Symbol~~of Vyant Bio, Inc. (sthe “Company”), ~~Name~~after an assessment of ~~each~~the status ~~exchange~~of the Company’s efforts to seek strategic alternatives and the Company’s current cash position, approved a plan on January ~~which~~31, ~~registered~~2023 ~~Common~~to ~~Stock~~preserve ~~VYNT~~the ~~The~~Company’s ~~Nasdaq~~cash ~~Capital~~to ~~Market~~be able to continue to pursue a satisfactory strategic alternative for the purpose of maximizing the value of the Company’s business while also having sufficient cash to adequately fund an orderly wind down of the Company’s operations (the “Cash Preservation Plan”) in the event it is unable to secure a satisfactory strategic alternative.

Item 31.0102 ~~Notice~~Termination of ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnIn ~~March~~connection ~~20,~~with ~~2023, Vyant Bio, Inc. (~~the ~~“Company”)~~actions ~~received~~described ain ~~written notice (~~the ~~“Notice”)~~Introductory ~~from~~Note ~~the~~above ~~Listing~~and ~~Qualifications Department~~in ofItem ~~The~~8.01 ~~Nasdaq~~below, ~~Stock~~on ~~Market~~March ~~(“Nasdaq”)~~24, ~~indicating~~2023, ~~that~~ the Company ~~is not in compliance with the $1.00 Minimum~~terminated ~~Bid~~that ~~Price~~certain ~~requirement~~Equity ~~set~~Distribution ~~forth~~Agreement, indated ~~Nasdaq~~April ~~Listing~~8, ~~Rule~~2022, ~~5550(a)(2)~~by ~~for~~and ~~continued~~between ~~listing~~the onCompany ~~The~~and ~~Nasdaq~~Canaccord ~~Capital~~Genuity ~~Market~~LLC, ~~(the~~regarding ~~“Bid~~the ~~Price~~issue ~~Requirement”).~~and ~~The~~sale, ~~Notice~~from ~~does~~time ~~not~~to ~~result~~time, inof ~~the~~shares ~~immediate delisting~~ of the Company’s common stock ~~from~~for ~~The~~an ~~Nasdaq Capital~~aggregate ~~Market~~offering price of up to $20,000,000.

~~The~~In ~~Nasdaq~~connection ~~Listing~~with ~~Rules~~the ~~require~~actions ~~listed~~described ~~securities~~in tothe ~~maintain~~Introductory aNote ~~minimum~~above ~~bid~~and ~~price~~in ofItem $18.0001 ~~per share and~~below, ~~based~~on ~~upon~~March ~~the~~24, ~~closing~~2023, ~~bid price of~~ the Company’s ~~common~~also ~~stock~~terminated that ~~for~~certain ~~the~~Purchase ~~last~~Agreement, 30dated ~~consecutive~~March ~~business~~28, ~~days~~2022, ~~the~~by ~~Company~~and nobetween ~~longer meets this requirement. The Nasdaq rules provide~~ the Company aand ~~compliance~~Lincoln ~~period~~Park ofCapital ~~180~~Fund, ~~calendar~~LLC, ~~days~~regarding ~~from~~ the ~~date of the Notice in which to regain compliance with the~~issue ~~Bid~~and ~~Price Requirement. As a result~~sale, ~~the~~from ~~date by which the Company has to regain compliance with the Bid Price Requirement is September 18, 2023. If at any~~ time ~~prior~~ to ~~September 18~~time, ~~2023~~of ~~the~~shares ~~bid price~~ of the Company’s common stock ~~closes at or above $1.00 per share~~ for aan ~~minimum~~aggregate ofoffering 10price ~~consecutive business days (or longer at Nasdaq’s discretion), the Nasdaq staff (the “Staff”) will provide the Company with a written confirmation~~ of ~~compliance~~up ~~and~~to ~~the matter will be closed~~$15,000,000.

~~Alternatively,~~Item if the Company fails to regain compliance with the Bid Price Requirement prior to the expiration of the initial period, the Company may be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the Bid Price Requirement) and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period by effecting a reverse stock split, if necessary8.01 InOther the event the Company does not regain compliance with the Bid Price Requirement prior to the expiration of the initial period, and if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, the Staff will provide the Company with written notification that its securities are subject to delisting from The Nasdaq Capital MarketEvents. ~~At that time, the Company may appeal the delisting determination to a hearings panel.~~

~~The~~On March 24, 2023, the Company ~~intends~~filed post-effective amendments to ~~monitor~~certain of its registration statements previously filed with the ~~closing~~SEC, including ~~bid~~post-effective ~~price~~amendments to each of: ~~its~~(i) ~~common~~Registration ~~stock~~Statement Nos. 333-249513, 333-252628, 333-239497, and is333-218229 ~~considering~~on Form ~~its~~S-3; ~~options~~(ii) ~~with~~Registration ~~respect~~Statement toNos. ~~compliance~~333-191520, ~~with~~333-191521, ~~the~~333-196198, 333-205903, 333-256225 and 333-214599 on Form S-8; and ~~Bid~~(ii) ~~Price~~Registration ~~Requirement~~Statement No. ~~However~~333-215284 and 333-264595 on Form S-1 (such post-effective amendments, ~~there~~collectively ~~can~~the be“Post-Effective Amendments” noand ~~assurance~~such ~~that~~registration statements, collectively the ~~Company~~“Registration ~~will~~Statements”). ~~regain~~In ~~compliance~~accordance with undertakings made by the ~~Bid~~Company ~~Price~~in ~~Requirement~~each ~~during~~ of the ~~180-day~~Registration ~~compliance~~Statements ~~period~~to remove from registration, ~~secure~~by means of a ~~second~~post-effective ~~period~~amendment, any and all securities of ~~180~~the ~~days~~Company tothat ~~regain~~were ~~compliance~~registered for issuance that remain unsold at the termination of the offerings, orthe ~~maintain~~Company ~~compliance~~removed from ~~with~~registration any ~~other~~and ~~Nasdaq~~all securities of the Company registered but unsold under each of the Registration Statements. As a result ~~listing~~of ~~requirements~~this deregistration, no securities remain registered for sale pursuant to the Registration Statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

As described above, the following exhibits are furnished as part of this report:

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Exhibit 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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		VYANT BIO, INC.
		By:	/s/ Andrew D. C. LaFrence
Date:	March 24, 2023	By:	/s/ Andrew D. C. LaFrence
		Name:	Andrew D. C. LaFrence
		Title:	President, Chief Executive Officer and Chief Financial Officer
Date:	March 22, 2023

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