| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Vyant Bio, Inc. [ VYNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/30/2021 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.0001 par value | 03/30/2021 | J(1) | 29,336 | A | (1) | 29,336 | D | |||
| Common Stock, $0.0001 par value | 03/30/2021 | J(1) | 26,866 | A | (1) | 26,866 | I | By Trust | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock option (right to buy) | $1.56 | 03/30/2021 | J(2) | 172,944 | (2) | 08/30/2029 | Common stock | 172,944 | $0 | 172,944 | D | ||||
| Stock option (right to buy) | $1.56 | 03/30/2021 | J(3) | 38,868 | (3) | 05/22/2030 | Common stock | 38,868 | $0 | 38,868 | D | ||||
| Stock option (right to buy) | $4.61 | 03/30/2021 | A | 100,000 | (4) | 03/30/2031 | Common stock | 100,000 | $0 | 100,000 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to that certain Agreement and Plan of Merger, dated as of August 21, 2020, as amended, by and among Cancer Genetics, Inc. now known as Vyant Bio, Inc. ("Issuer"), CGI Acquisition, Inc., a Minnesota corporation and a wholly-owned subsidiary of Issuer ("Merger Sub") and StemoniX, Inc., a Minnesota corporation ("StemoniX") (the "Merger Agreement"), Reporting Person received shares of the Issuer's common stock, $0.0001 par value (the "Common Stock") in exchange shares of StemoniX common stock, $0.0001 owned prior to the merger. |
| 2. Pursuant to the Merger Agreement, Reporting Person received options to purchase shares of Common Stock of the Issuer in exchange for options to purchase shares of StemoniX common stock, $0.0001 owned prior to the merger. Subject to continued employment, 111,693 options are currently vested and 61,251 options to vest in equal monthly installments commencing April 30, 2021. |
| 3. Pursuant to the Merger Agreement, Reporting Person received options to purchase shares of Common Stock of the Issuer in exchange for options to purchase shares of StemoniX common stock, $0.0001 owned prior to the merger. Subject to continued employment, 38,868 options vest upon the achievement of certain milestones. |
| 4. The option award was made in accordance with the terms of the Issuer's 2021 Equity Incentive Plan. Subject to continued employment, the option vests as to 25% of the shares on March 30, 2022 with the remaining shares to vest in equal monthly installments over a period of 36 months commencing on April 30, 2022. |
| /s/ John A. Roberts, attorney-in-fact | 04/01/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||