Item 1.01 Entry into a Material Definitive Agreement

As previously reported, vivoPharm Pty, Ltd. ("vivoPharm"), a wholly owned subsidiary of Vyant Bio, Inc. (the "Company"), sold its United States subsidiary engaged in business of drug discovery services in November 2022, and sold its Australian and German subsidiaries engaged in the business of drug discovery services in December 2022. The sale in December 2022 was to Sabine Brandt as trustee for the Brandt Family Trust ("Buyer").

To complete the disposition of the Company's former vivoPharm business and to resolve certain issues that have arisen with the Buyer, on March 13, 2023, the Company and Buyer entered into that certain Share Purchase Agreement (the "Agreement"), pursuant to which the Company sold vivoPharm to the Buyer for a nominal sum. As part of the sale of vivoPharm to Buyer, the Company is assuring that vivoPharm has cash of at least $200,000 and the Company is assuming certain specific vivoPharm liabilities, principally liabilities directly associated with the proposed Phase 2 Donepezil clinical trial in Australia (which the Company has placed on hold as it evaluates its strategic alternatives) and certain vivoPharm tax liabilities through closing. The Agreement was consummated effective March 13, 2023.

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. The representations, warranties and covenants contained in the Agreement were made only as of specified dates for the purposes of the Agreement, were solely for the benefit of the parties to the Agreement, may be subject to qualifications and limitations agreed upon by such parties and were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description
2.1*            Share Purchase Agreement, dated March 13, 2023, by and between
              Vyant Bio, Inc. and Sabine Brandt as trustee for the Brandt Family
              Trust
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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