Item 1.01 Entry into a Material Definitive Agreement

On December 30, 2022, vivoPharm Pty, Ltd. ("vivoPharm"), a wholly owned subsidiary of Vyant Bio, Inc. (the "Company"), entered into a Share Purchase Agreement (the "Agreement") with Sabine Brandt as trustee for the Brandt Family Trust ("Buyer"), pursuant to which vivoPharm sold the entirety of the Company's remaining vivoPharm business for early discovery services, represented by 100% of the outstanding shares of (i) of RDDT a vivoPharm Company Pty Ltd; and (ii) vivoPharm Europe Ltd, to Buyer in exchange for a nominal cash amount, subject to adjustments for closing cash and accounts payable, on and subject to the terms and conditions set forth therein (the "Transaction"). The Transaction results in the Company delivering target closing cash as part of the sold entities of approximately $827,000 and the assumption by Buyer of liabilities of the sold entities aggregating approximately $2.2million. The Transaction was consummated effective December 31, 2022. The Agreement contains customary representations, warranties, covenants and indemnification provisions.

The above summary is not a complete description of the Agreement, and is qualified in its entirety by reference to the complete text of the document, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma financial information of the Company required to be filed in connection with the Transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference as though fully set forth herein.





(d) Exhibits

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





Exhibit No.   Description
2.1*            Share Purchase Agreement, dated December 30, 2022, by and between
              vivoPharm Pty, Ltd. and Sabine Brandt as trustee for the Brandt
              Family Trust
99.1            Unaudited Pro Forma Financial Information of Vyant Bio, Inc.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

* We have omitted certain schedules and exhibits to this agreement in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

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