UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2022

Commission File Number 001-35817

VYANT BIO, INC.

(Exact name of registrant as specified in the charter)

Delaware		04-3462475
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification Number)

2 Executive Campus

2370 State Route 70, Suite 310

Cherry Hill, NJ 08002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (201) 479-8126

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, $0.0001 Par Value		VYNT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated Filer ☒ Smaller reporting company ☒

Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

There were 5,910,308 shares of common stock, par value $0.0001 of Vyant Bio, Inc. issued and outstanding as of November 10, 2022.

Vyant Bio, Inc. and Subsidiaries

INDEX

		Page No.

Part I	Financial Information	3
Item 1:	Unaudited Condensed Consolidated Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3:	Quantitative and Qualitative Disclosures about Market Risk	32
Item 4:	Controls and Procedures	32

Part II	Other Information	33
Item 1:	Legal Proceedings	33
Item 1A:	Risk Factors	33
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3:	Defaults Upon Senior Securities	33
Item 4:	Mine Safety Disclosures	33
Item 5:	Other Information	33
Item 6:	Exhibits	34

Signatures		35

Part I Financial Information

Item 1 Financial Statements

Vyant Bio, Inc.

Consolidated Balance Sheets

(unaudited)

(Shares and USD in thousands)

	September 30,			December 31,
	2022			2021

Assets
Current assets:
Cash and cash equivalents	$	9,394		$	20,608
Trade accounts and other receivables		383			434
Inventory		66			475
Prepaid expenses and other current assets		1,161			895
Assets of discontinuing operations – current		1,122			802
Total current assets		12,126			23,214
Non-current assets:
Fixed assets, net		1,223			1,020
Operating lease right-of-use assets, net		1,617			673
Long-term prepaid expenses and other assets		1,110			1,221
Assets of discontinuing operations – non-current		6,963			11,508
Total non-current assets		10,913			14,422
Total assets	$	23,039		$	37,636

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	897		$	740
Accrued expenses		1,329			764
Deferred revenue		72			74
Obligations under operating leases, current portion		303			174
Obligation under finance leases, current portion		247			157
Liabilities of discontinuing operations – current		3,845			3,522
Total current liabilities		6,693			5,431
Obligations under operating leases, less current portion		1,383			516
Obligations under finance leases, less current portion		338			293
Long-term debt		57			57
Liabilities of discontinuing operations – non-current		728			49
Total liabilities	$	9,199		$	6,346

Commitments and contingencies		-			-

Stockholders’ equity:
Preferred stock, authorized 9,764 shares $0.0001 par value, none issued		-			-
Common stock, authorized 100,000 shares, $0.0001 par value, 5,883 and 5,798 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively		1			1
Additional paid-in capital		111,009			110,176
Accumulated deficit		(97,244	)		(78,813	)
Accumulated comprehensive income (loss)		74			(74	)
Total Stockholders’ equity		13,840			31,290
Total liabilities and Stockholders’ equity	$	23,039		$	37,636

See Notes to Unaudited Condensed Consolidated Financial Statements.

Vyant Bio, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

(Shares and USD in thousands, except per share amounts)

	2022			2021			2022			2021
	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Revenue:
Service	$	-		$	97		$	94		$	407
Product		152			159			526			381
Total revenue		152			256			620			788

Operating costs and expenses:
Cost of goods sold – service		-			110			38			277
Cost of goods sold – product		257			355			909			1,096
Research and development		1,993			1,211			5,232			2,941
Selling, general and administrative		1,583			1,856			6,855			5,807
Merger related costs		-			-			-			2,310
Total operating costs and expenses		3,833			3,532			13,034			12,431
Loss from operations		(3,681	)		(3,276	)		(12,414	)		(11,643	)

Other income (expense):
Change in fair value of warrant liability		-			-			-			214
Change in fair value of share-settlement obligation derivative		-			-			-			(250	)
Loss on debt conversions		-			-			-			(2,518	)
Other income (expense), net		5			6			5			(22	)
Interest income (expense), net		29			(4	)		31			(367	)
Total other income (expense)		34			2			36			(2,943	)
Loss from continuing operations before income taxes		(3,647	)		(3,274	)		(12,378	)		(14,586	)
Income tax expense (benefit)		-			-			-			-
Loss from continuing operations		(3,647	)		(3,274	)		(12,378	)		(14,586	)
Discontinuing operations (net of $40 and $84 tax benefit in the three and nine months ended September 30, 2022, respectively, and $0 in 2021)		184			(1,187	)		(6,053	)		(1,427	)
Net loss		(3,463	)		(4,461	)		(18,431	)		(16,013	)
Cumulative translation adjustment		136			17			148			16
Comprehensive loss	$	(3,327	)	$	(4,444	)	$	(18,283	)	$	(15,997	)

Net loss per share attributed to common stock – basic and diluted:
Net loss per share from continuing operations	$	(0.62	)	$	(0.57	)	$	(2.11	)	$	(3.56	)
Net income (loss) per share from discontinuing operations		0.03			(0.20	)		(1.04	)		(0.35	)
Net loss per share	$	(0.59	)	$	(0.77	)	$	(3.15	)	$	(3.91	)
Weighted average shares outstanding:
Weighted average common shares outstanding - Basic and Diluted		5,883			5,797			5,856			4,096

See Notes to Unaudited Condensed Consolidated Financial Statements.

Vyant Bio, Inc.

Consolidated Statements of Common Stockholders’ Equity (Deficit)

(unaudited)

(Shares and USD in thousands)

					Shares		Amount		Capital		Deficit			Loss			Equity
Three months ended September 30, 2022 and 2021
					Common Stock				Additional Paid In		Accumulated			Accumulated Comprehensive			Total Stockholders’
					Shares		Amount		Capital		Deficit			Income (Loss)			Equity
Balance as of July 1, 2022	-	-	-	-		5,883	$	1	$	110,629	$	(93,781	)	$	(62	)	$	16,787
Stock-based compensation						-		-		380		-			-			380
Foreign currency translation adjustment						-		-		-		-			136			136
Net loss	-	-	-	-		-		-		-		(3,463	)		-			(3,463	)
Balance as of September 30, 2022	-	-	-	-		5,883	$	1	$	111,009	$	(97,244	)	$	74		$	13,840

	Shares		Amount		Capital		Deficit			Loss			Equity
	Common Stock				Additional Paid In		Accumulated			Accumulated Comprehensive			Total Stockholders’
	Shares		Amount		Capital		Deficit			Income (Loss)			Equity
Balance as of July 1, 2021		5,797	$	1	$	109,569	$	(49,506	)	$	(1	)	$	60,063
Stock-based compensation		-		-		297		-			-			297
Foreign currency translation adjustment		-		-		-		-			17			17
Net loss		-		-		-		(4,461	)		-			(4,461	)
Balance as of September 30, 2021		5,797	$	1	$	109,866	$	(53,967	)	$	16		$	55,916

See Notes to Unaudited Condensed Consolidated Financial Statements.

Vyant Bio, Inc.

Consolidated Statements of Temporary Equity and Common Stockholders’ Equity (Deficit)

(unaudited)

(Shares and USD in Thousands)

	Shares		Amount		Capital			Deficit			Loss			Equity
Nine months ended September 30, 2022 and 2021
	Common Stock				Additional Paid In			Accumulated			Accumulated Comprehensive			Total Stockholders’
	Shares		Amount		Capital			Deficit			Income (Loss)			Equity
Balance as of January 1, 2022		5,798	$	1	$	110,176		$	(78,813	)	$	(74	)	$	31,290
Stock-based compensation		-		-		1,079			-			-			1,079
Exercise of stock options		1		-		4			-						4
Vesting of restricted stock		2		-		-			-			-			-
Issuance of common stock, net of issuance costs		82		-		(250	)		-			-			(250	)
Foreign currency translation adjustment		-		-		-			-			148			148
Net loss		-		-		-			(18,431	)		-			(18,431	)
Balance as of September 30, 2022		5,883	$	1	$	111,009		$	(97,244	)	$	74		$	13,840

	Shares			Amount			Shares			Amount			Shares			Amount			Equity			Shares		Amount		Capital		Deficit			Income		(Deficit)
	Series A Preferred Stock						Series B Preferred Stock						Series C Preferred Stock						Total Temporary			Common Stock				Additional Paid In		Accumulated			Accumulated Comprehensive		Total Common Stockholders’ Equity
	Shares			Amount			Shares			Amount			Shares			Amount			Equity			Shares		Amount		Capital		Deficit			Income		(Deficit)
Balance as of January 1, 2021		4,612		$	12,356			3,489		$	16,651			-			-		$	29,007			519		-	$	1,514	$	(37,954	)	$	-	$	(36,440	)
Beginning balance		4,612		$	12,356			3,489		$	16,651			-			-		$	29,007			519		-	$	1,514	$	(37,954	)	$	-	$	(36,440	)

Stock-based compensation		-			-			-			-			-			-			-			-		-		1,025		-			-		1,025

Exercise of stock options		-			-			-			-			-			-			-			-		-		4		-			-		4
Issuance of Series C Convertible Preferred shares, net of issuance costs of $214		-			-			-			-			567			1,786			1,786			-		-		-		-			-		-
Issuance of Common Stock for acquisition consideration		-			-			-			-			-			-			-			2,201		-		59,920		-			-		59,920
Issuance of Incremental shares to StemoniX shareholders upon Merger		-			-			-			-			-			-			-			161		-		-		-			-		-
Conversion of Preferred Stock to Common Stock upon Merger		(4,612	)		(12,356	)		(3,489	)		(16,651	)		(567	)		(1,786	)		(30,793	)		2,239		1		30,792		-			-		30,793
Conversion of 2020 Notes to Common Stock upon Merger		-			-			-			-			-			-			-			668		-		16,190		-			-		16,190
Preferred stock warrant settled for Common Stock upon Merger		-			-			-			-			-			-			-			9		-		-		-			-		-

Warrant liability reclassified to equity upon Merger		-			-			-			-			-			-			-					-		421		-			-		421
Foreign currency translation adjustment		-			-			-			-			-			-			-					-		-					16		16
Net loss		-			-			-			-			-			-			-			-		-		-		(16,013	)		-		(16,013	)
Balance as of September 30, 2021		-		$	-			-		$	-			-		$	-			-			5,797	$	1	$	109,866	$	(53,967	)	$	16	$	55,916
Ending Balance		-		$	-			-		$	-			-		$	-			-			5,797	$	1	$	109,866	$	(53,967	)	$	16	$	55,916

See Notes to Unaudited Condensed Consolidated Financial Statements.

Vyant Bio, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

(USD in Thousands)

	2022			2021
	Nine months ended September 30,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(18,431	)	$	(16,013	)
Net loss from discontinuing operations		6,053			1,427
Reconciliation of net loss to net cash used in operating activities, continuing operations:
Stock-based compensation		865			825
Amortization of operating lease right-of-use assets		245			211
Depreciation and amortization expense		400			410
Change in fair value of share-settlement obligation derivative		-			250
Change in fair value of warrant liability		-			(214	)
Change in fair value of 2020 Convertible Note with fair value election		-			4
Accretion of debt discount		-			173
Loss on conversion of debt		-			2,518
Gain on sale of assets		-			(14	)
Changes in operating assets and liabilities net of impacts of business combination:
Trade accounts and other receivables		51			(37	)
Inventory		409			(66	)
Prepaid expenses and other current assets		(155	)		(469	)
Accounts payable		156			(1,303	)
Obligations under operating leases		(193	)		(263	)
Accrued expenses and other current liabilities		563			(756	)
Net cash used in operating activities, continuing operations		(10,037	)		(13,317	)
Net cash used in operating activities, discontinuing operations		(352	)		(673	)
Net cash used in operating activities		(10,389	)		(13,990	)
Cash Flows from Investing Activities:
Equipment purchases and leasehold improvements		(608	)		(521	)
Cash acquired from acquisition		-			30,163
Sale of Patent		-			50
Net cash (used in) provided by investing activities, continuing operations		(608	)		29,692
Net cash used in investing activities, discontinuing operations		(76	)		-
Net cash (used in) provided by investing activities		(684	)		29,692
Cash Flows from Financing Activities:
Issuance of common stock (net of issuance costs)		(246	)		4
Issuance of Series C Preferred Stock, net of issuance costs		-			1,786
2020 Convertible Note proceeds		-			5,022
Principal payments on long-term debt		-			(82	)
Proceeds from lease financing		266			-
Principal payments on obligations under finance leases		(131	)		-
Net cash (used in) provided by financing activities, continuing operations		(111	)		6,730
Net cash used in financing activities, discontinuing operations		(30	)		(21	)
Net cash (used in) provided by financing activities		(141	)		6,709
Net (decrease) increase in cash and cash equivalents		(11,214	)		22,411
Cash and cash equivalents beginning of the period		20,608			792
Cash and cash equivalents end of the period	$	9,394		$	23,203

Supplemental disclosure of cash flow information from continuing operations:
Cash paid for interest	$	25		$	-
Cash paid for income taxes		8			-
Non-cash investing activities from continuing operations:
Fair value of non-cash merger consideration	$	-		$	59,920
Right-of-use asset obtained in exchange for new leases		1,189			83
Non-cash financing activities from continuing operations:
Conversion of Preferred Stock to Common Stock upon Merger	$	-		$	30,793
Conversion of 2020 Convertible Notes and Accrued Interest to Common Stock upon Merger		-			16,190
Reclass warrant liability to equity upon Merger		-			421

See Notes to Unaudited Condensed Consolidated Financial Statements.

Vyant Bio, Inc.

Notes to Condensed Consolidated Financial Statements

Period Ended September 30, 2022

(Unaudited)

Note 1. Organization and Description of Business

Vyant Bio, Inc. (the “Company”, “Vyant Bio”, “VYNT” or “we”), is an innovative biotechnology company transforming drug discovery for complex neurodevelopmental and neurodegenerative disorders. Our central nervous system (“CNS”) drug discovery platform combines the scientific knowhow of our team coupled with the application of human-derived organoid models of brain disease, scaled biology, and machine learning. Our platform is designed to: 1) elucidate disease pathophysiology; 2) formulate key therapeutic hypotheses; 3) identify and validate drug targets, cellular assays, and biomarkers to guide candidate molecule selection; and 4) guide clinical trial patient selection and trial design. Our current programs are focused on identifying repurposed and novel small molecule clinical candidates for rare CNS genetic disorders including Rett Syndrome (“RTT”), CDKL5 Deficiency Disorders (“CDD”) and familial Parkinson’s Disease (“PD”). The Company’s management believes that drug discovery needs to progressively shift as the widely used preclinical models for predicting safe and effective drugs have under-performed, as evidenced by the time and cost of bringing novel drugs to market. As a result, Vyant Bio is focused on combining sophisticated data science capabilities with highly functional human cell derived disease models. We leverage our ability to identify validated targets and molecular-based biomarkers to screen and test thousands of small molecule compounds in highly standardized human diseased 3D brain organoids in order to create a unique approach to assimilating biological data that supports decision making iteratively throughout the discovery phase of drug development to identify both novel and repurposed drug candidates.

vivoPharm Sale

On November 2, 2022 the Company completed the sale of its principal vivoPharm subsidiary, vivoPharm LLC, located in Hershey, Pennsylvania, to Reaction Biology Corporation for $5.5 million in an upfront cash payment, subject to customary adjustments for working capital, closing cash, indebtedness and transaction expenses. After these closing adjustments were reflected, $5.5 million was paid at closing. Vyant Bio expects to net approximately $4.4 million in cash after tax and transaction related expenses, as well as incur $0.6 million in exit costs associated with this transaction. Exit costs associated with the vivoPharm business are expected to be paid by March 31, 2023. The Company continues to operate its vivoPharm Australia subsidiary, RDDT a vivoPharm Company Pty Ltd (“RDDT”), which is held for sale.

Reverse Stock Split

On July 14, 2022, the Company’s stockholders approved a reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding shares of Common Stock in the range of one for five to one for fifteen shares. On October 18, 2022, the Company’s Board of Directors approved a Reverse Split of one for five shares effective November 1, 2022. As a result of the reverse split, every 5 shares of the Company’s Common Stock issued and outstanding were converted into one share of Common Stock. No fractional shares were issued in connection with the reverse split. Stockholders who would otherwise be entitled to a fractional share of Common Stock instead received cash in lieu of fractional shares based on the average of the closing sales prices of the Company’s Common Stock as quoted on the Nasdaq Capital Market on the five trading days immediately prior to November 1, 2022. The reverse split did not reduce the number of authorized shares of the Common Stock or preferred stock (the “Preferred Stock”) or change the par values of the Company’s Common Stock or Preferred Stock. The Reverse Split affected all stockholders uniformly and did not affect any stockholder’s ownership percentage of the Company’s shares of Common Stock (except to the extent that the reverse split would result in some of the stockholders receiving cash in lieu of fractional shares). All outstanding common stock options, warrants and restricted stock units entitling their holders to receive or purchase shares of the Company’s Common Stock have been adjusted as a result of the reverse split, as required by the terms of each security. All historical share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Reverse Split.

The accompanying unaudited condensed consolidated financial statements include all accounts and wholly-owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) and reflect all adjustments (including normal recurring accruals) which, in the opinion of management, are considered necessary for the fair presentation of the results for the periods presented. All intercompany transactions have been eliminated. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), the Company has omitted footnote disclosures that would substantially duplicate the disclosures contained in the audited consolidated financial statements of the Company.

No new accounting pronouncement issued or effective has had, or is expected to have, a material impact on the Company’s condensed consolidated financial statements.

These unaudited condensed consolidated financial statements should be read together with the audited consolidated financial statements for the year ended December 31, 2021, and notes thereto included in our Annual Report on Form 10-K as filed with the SEC. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from those estimates. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the entire 2022 year.

Dollar amounts in tables are stated in thousands of U.S. dollars.

Note 2. Cancer Genetics, Inc. Merger

The Company formerly known as Cancer Genetics, Inc. (“CGI”), StemoniX and CGI Acquisition, Inc. (“Merger Sub”) entered into a merger agreement on August 21, 2020, which was amended on February 8, 2021 and February 26, 2021 (as amended, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Sub was merged (the “Merger”) with and into StemoniX on March 30, 2021, with StemoniX surviving the Merger as a wholly owned subsidiary of the Company. For U.S. federal income tax purposes, the Merger qualified as a tax-free “reorganization”. Concurrent with the Merger closing, the Company changed its name to Vyant Bio, Inc. Under the terms of the Merger Agreement, upon consummation of the Merger, the Company issued (i) an aggregate of 3,595,508 shares of VYNT common stock, par value $0.0001 per share (the “Common Stock”) to the holders of StemoniX capital stock (after giving effect to the conversion of all StemoniX preferred shares and StemoniX 2020 Convertible Notes) and StemoniX warrants (which does not include a certain warrant (the “Investor Warrant”) issued to a certain StemoniX convertible note holder (the “Major Investor”)), (ii) options to purchase an aggregate of 178,356 shares of Common Stock to the holders of StemoniX options with exercise prices ranging from $3.30 to $23.05 per share and a weighted average exercise price of $7.30 per share, and (iii) a warrant (the “Major Investor Warrant”) to the Major Investor, expiring February 23, 2026 to purchase 28,778 shares of Common Stock at a price of $29.5295 per share in exchange for the Investor Warrant.

The Merger was accounted for as a reverse acquisition with StemoniX being the accounting acquirer of CGI using the acquisition method of accounting. Under acquisition accounting, the assets and liabilities (including executory contracts, commitments and other obligations) of CGI, as of March 30, 2021, the closing date of the Merger, were recorded at their respective fair values and added to those of StemoniX. Any excess of purchase price consideration over the fair values of the identifiable net assets is recorded as goodwill. The total consideration paid by StemoniX in the Merger amounted to $59.9 million, which represents the fair value of CGI’s 2,201,437 shares of Common Stock or $50.74 million, 431,537 Common Stock warrants or $9.04 million and 11,181 Common Stock options outstanding on the closing date of the Merger with a fair value of $139 thousand. In addition, at the effective time of the Merger, existing StemoniX shareholders received an additional 160,942 incremental shares in accordance with the conversion ratio set forth in the Merger Agreement.

The Company incurred $2.3 million of costs associated with the Merger that have been reported on the condensed consolidated statement of operations as Merger related costs for the nine months ended September 30, 2021.

The following details the allocation of the preliminary purchase price consideration recorded on March 30, 2021, the acquisition date, with adjustments recorded through March 30, 2022, the end of the period for which purchase accounting adjustments can be recorded, and the final purchase price allocation.

	Preliminary		Adjustments			Final
Assets acquired:
Cash and equivalents	$	30,163	$	-		$	30,163
Accounts receivable		705		-			705
Other current assets		806		227			1,033
Intangible assets		9,500		-			9,500
Fixed assets		416		(256	)		160
Goodwill		22,164		216			22,380
Long-term prepaid expenses and other assets		1,381		-			1,381
Total assets acquired	$	65,135	$	187		$	65,322

Liabilities assumed:
Accounts payable and accrued expenses	$	2,670	$	437		$	3,107
Current liabilities of discontinuing operations		588		(141	)		447
Obligations under operating leases		198		-			198
Obligations under finance leases		106		-			106
Deferred revenue		1,293		(114	)		1,179
Payroll and income taxes payable		360		5			365
Total liabilities assumed	$	5,215	$	187		$	5,402

Net assets acquired:	$	59,920	$	-		$	59,920

The Company has completed valuation analyses necessary to assess the fair values of the tangible and intangible assets acquired and liabilities assumed and the amount of goodwill to be recognized as of the acquisition date. Fair values were based on management’s estimates and assumptions. The Company recognized intangible assets related to the Merger, which consist of the tradename valued at $1.5 million with an estimated useful life of ten years and customer relationships valued at $8.0 million with an estimated useful life of ten years. The initial measurement of these intangible assets were classified as Level 3 measurements within the fair value hierarchy. The value of the vivoPharm tradename was determined using the relief from royalty method based on analysis of profitability and review of market royalty rates. The Company determined that a 1.0% royalty rate was appropriate given the business-to-business nature of the vivoPharm operations. The value of the vivoPharm customer relationships was determined using an excess earnings method based on projected discounted cash flows and historic customer data. Key assumptions in this analysis included an estimated 10% annual customer attrition rate based on historical vivoPharm operations, a blended U.S. federal, state and Australian income tax rate of 27.1%, a present value factor of 8.5% as well as revenue, cost of revenue and operating expense assumptions regarding the future growth, operating expenses, including corporate overhead charges, and required capital investments.

The following presents the unaudited pro forma combined financial information as if the Merger had occurred as of January 1, 2020:

	Nine months ended September 30, 2021
Total revenue	$	5,294
Net loss		(10,777	)
Pro forma loss per common share, basic and diluted		(1.85	)
Pro forma weighted average number of common shares basic and diluted		5,795,520

The pro forma combined results of operations are not necessarily indicative of the results of operations that actually would have occurred had the Merger been completed as of January 1, 2020, nor are they necessarily indicative of future consolidated results.

Note 3. Discontinuing Operations

In December 2021, the Company’s Board of Directors approved a plan to sell the business of vivoPharm Pty Ltd and its subsidiaries (“vivoPharm”) to focus the Company on the development of neurological developmental and degenerative disease therapeutics. In December 2021, the Company engaged an investment bank to sell the vivoPharm business which is expected to be completed 2022.

On November 2, 2022 the Company completed the sale of its principal vivoPharm subsidiary, vivoPharm LLC located in Hershey, Pennsylvania, to Reaction Biology Corporation for $5.5 million in an upfront cash payment, subject to customary adjustments for working capital, closing cash, indebtedness and transaction expenses. After these closing adjustments were reflected, $5.5 million was paid at closing. Vyant Bio expects to net approximately $4.4 million in cash after transaction related expenses and income taxes, as well as incur $0.6 million in exit costs associated with this transaction. Exit costs associated with the vivoPharm business are expected to be paid by March 31, 2023. In connection with the sale of the vivoPharm LLC business, the Company agreed to retain certain liabilities aggregating to $357 thousand.

The Company classified the vivoPharm business as held for sale as of December 31, 2021, and, given the significance of the change in the Company’s strategy, classified this business as discontinuing operations in these condensed consolidated financial statements. Therefore, the results for the three and nine months ended September 30, 2021 have been retroactively restated to reflect the vivoPharm business as discontinuing operations. In connection with the reclassification of the vivoPharm business as held for sale in the fourth quarter of 2021, the Company completed a valuation of the net carrying value of this business and recorded a goodwill impairment charge of $20.2 million. The Company valued the vivoPharm business as of December 31, 2021 equally weighting public company revenue multiples as of December 31, 2021 and comparable transaction revenue multiples, which are classified as Level 3 measurements within the fair value hierarchy. The Company updated the valuation of the vivoPharm business as of March 31, 2022 based on equally weighting public company revenue multiples as of the valuation date and comparable transaction revenue multiples. As a result of this analysis, the Company recorded an additional impairment charge of $4.3 million during the quarter ended March 31, 2022 consisting of the write-off of the remaining $2.2 million goodwill balance and reducing the cost basis of customer relationships and tradenames by $1.8 million and $0.3 million, respectively. During the second quarter of 2022, the Company received two offers for mutually exclusive components of the vivoPharm business and assessed the carrying value of each asset group using the estimated net sales proceeds based on these offers. As a result, the Company recorded a net impairment charge of $1.5 million during the second quarter of 2022 which was reduced in the third quarter of 2022 by $388 thousand based upon revised estimated net sales proceeds as of September 30, 2022.

Also included in discontinuing operations are pre-Merger-related payables related to Cancer Genetic’s sale of its BioPharma and Clinical businesses (“Pre-Merger discontinuing operations”). As of September 30, 2022 and December 31, 2021, $280 thousand and $409 thousand, respectively, of liabilities relating to these businesses are classified as other current liabilities – discontinuing operations on the Company’s condensed consolidated balance sheets.

Results of discontinuing operations were as follows for the three and nine months ended September 30, 2022 and 2021:

	2022			2021			2022			2021
	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Revenue	$	2,140		$	1,251		$	5,180		$	2,887
Cost of goods sold		1,097			952			2,477			1,901
General and administrative		1,287			1,489			3,428			2,419
Impairment charge (recovery) of goodwill and intangible assets		(388	)		-			5,415			-
Total operating costs and expenses		1,996			2,441			11,320			4,320
Income (loss) from discontinuing operations		144			(1,190	)		(6,140	)		(1,433	)
Total other (expense) income		-			3			3			6
Income (loss) from discontinuing operations before income taxes		144			(1,187	)		(6,137	)		(1,427	)
Income tax benefit		40			-			84			-
Net income (loss) from discontinuing operations	$	184		$	(1,187	)	$	(6,053	)	$	(1,427	)

Assets and liabilities of discontinuing operations were as follows as of September 30, 2022 and December 31, 2021:

	September 30, 2022		December 31, 2021
Accounts receivable	$	796	$	457
Other current assets		326		345
Assets of discontinuing operations - current		1,122		802

Fixed assets, net of accumulated depreciation		242		163
Operating lease right-of-use assets		844		30
Intangible assets, net		5,511		8,787
Goodwill		-		2,164
Other assets		366		364
Assets of discontinuing operations - non-current		6,963		11,508

Accounts payable	$	810	$	358
Accrued expense		363		418
Obligation under operating lease, current		152		29
Obligation under finance lease, current		30		32
Deferred revenue		1,935		1,911
Taxes payable		275		365
Other current liabilities		280		409
Liabilities of discontinued operations - current		3,845		3,522

Obligations under operating leases, less current		709		2
Obligations under finance leases, less current		19		47
Liabilities of discontinued operations - non-current		728		49

In January 2022, the vivoPharm business signed an extension to its Hershey, Pennsylvania facility lease and a new lease in South Australia resulting in an increase of $1.0 million of right-of-use (“ROU”) assets and related liability within discontinuing operations.

Intangible assets consisted of the following as of September 30, 2022 and December 31, 2021:

Schedule of Intangible Assets

	September 30, 2022			December 31, 2021
Customer relationships	$	5,241		$	8,000
Trade name		983			1,500
Intangible assets, net		6,224			9,500
Less accumulated amortization		(713	)		(713	)
Intangible assets, net	$	5,511		$	8,787

Goodwill arising from the Merger was solely attributed to the vivoPharm business. The following is a roll forward of goodwill as of and for the nine months ended September 30, 2022:

Schedule of Goodwill Rollforward

	2022

Beginning balance, January 1	$	2,164
Purchase price adjustments		-
Impairment charge		(2,164	)
Ending balance, September 30	$	-

Note 4. Inventory

Inventory consists of the following:

Schedule of Inventory

	September 30, 2022		December 31, 2021
Finished goods	$	-	$	23
Work in process		59		138
Raw materials		7		314
Total inventory	$	66	$	475

Note 5. Fixed Assets

Presented in the table below are the major classes of fixed assets by category:

Schedule of Fixed Assets

	September 30, 2022			December 31, 2021
Equipment	$	2,962		$	2,733
Furniture and fixtures		6			6
Leasehold improvements		612			251
Fixed assets, gross		3,580			2,990
Less accumulated depreciation		(2,357	)		(1,970	)
Total	$	1,223		$	1,020

Depreciation expense recognized during the three months ended September 30, 2022 and 2021 was $124 thousand and $143 thousand, respectively, and for the nine months ended September 30, 2022 and 2021, was $400 thousand and $410 thousand, respectively.

Note 6. Leases

The Company leases its laboratory, research and administrative office space under various operating leases. In January 2022, the Company recorded a $1.2 million ROU asset and related liability upon the signing of a new 5-year lease in San Diego, California.

The components of operating and finance lease expenses for the three and nine months ended September 30, 2022 and 2021 are as follows:

	2022		2021		2022		2021
	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Operating lease costs	$	110	$	149	$	332	$	441
Finance lease costs:
Depreciation of ROU assets		61		-		141		-
Interest on lease liabilities		11		-		25		-
Total finance lease cost		72		-		166		-
Variable lease costs		-		-		-		-
Short-term lease costs		-		-		-		-
Total lease cost	$	182	$	149	$	498	$	441

Amounts reported in the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021 are as follows:

	2022			2021
Operating leases:
Operating lease ROU assets, net	$	1,617		$	673
Operating lease current liabilities		303			174
Operating lease long-term liabilities		1,383			516
Total operating lease liabilities		1,686			690
Finance leases:
Equipment		743			477
Accumulated depreciation		(181	)		(63	)
Finance leases, net		562			414
Current installment obligations under finance leases		247			157
Long-term portion of obligations under finance leases		338			293
Total finance lease liabilities	$	585		$	450

Other information related to leases from continuing operations for the nine months ended September 30, are as follows:

	2022			2021
Supplemental cash flow information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating leases	$	193		$	263
Financing cash flow from finance leases		135			-
Weighted average remaining lease term:
Operating leases		4.69 years			5.68 years
Finance leases		2.29 years			-
Weighted average discount rate:
Operating leases		8.3	%		9.9	%
Finance leases		6.9	%		-

Annual payments of lease liabilities under noncancelable leases from continuing operations as of September 30, 2022 are as follows:

	Operating leases			Finance leases
Remainder of 2022	$	106		$	70
2023		433			280
2024		423			235
2025		427			51
2026		441			-
2027		215			-
Thereafter		-			-
Total undiscounted lease payments		2,045			636
Less: Imputed interest		(359	)		(51	)
Total lease liabilities	$	1,686		$	585

Note 7. Income Taxes

The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets include, among others, capitalized research and development costs, net operating loss carryforwards and research and development tax credit carryforwards. Deferred tax assets are partially offset by deferred tax liabilities arising from intangibles, fixed assets and lease assets. Realization of net deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain based on the Company’s history of losses. Accordingly, the Company’s net deferred tax assets have been fully offset by a valuation allowance. Utilization of net operating loss and credit carryforwards may be subject to substantial annual limitation due to ownership change provisions of Section 382 of the Internal Revenue Code, as amended and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization.

As of September 30, 2022 and December 31, 2021, the Company’s liability for gross unrecognized tax benefits (excluding interest and penalties) totaled $0 thousand and $0, respectively, in continuing operations. The Company had accrued interest and penalties relating to unrecognized tax benefits of $0 and $0 on a gross basis as of September 30, 2022 and December 31, 2021, respectively, in continuing operations. The Company does not currently expect significant changes in the amount of unrecognized tax benefits during the next twelve months.

Note 8. Long-Term Debt

Long-term debt as of September 30, 2022 and December 31, 2021 consists of a $57 thousand Economic Injury Disaster Loan with annual principal payments of approximately $1 thousand per year.

2020 Convertible Notes

Effective February 8, 2021 the Company’s shareholders and 2020 Convertible Note holders approved amendments to the 2020 Convertible Notes to allow for the issuance of up to $10.0 million in 2020 Convertible Notes for cash (plus up to approximately $3.9 million of 2020 Convertible Notes in exchange for the cancellation of Series B Preferred stock) as well as modifications to the financing’s terms for any 2020 Convertible Noteholder that invested at least $3.0 million of cash since May 4, 2020 in the offering (a “Major Investor”). As of March 12, 2021, the Company completed the $10.0 million 2020 Convertible Note offering. The Company raised approximately $5.0 million from the sale of 2020 Convertible Notes from January 1, 2021 through March 12, 2021 of which approximately $3.9 million were to related parties, including former StemoniX Board members as well as a more than 5% owner of Series B Preferred stock. For any Major Investor, the modified terms provide for a fixed conversion discount on the 2020 Convertible Notes of 20% and a common stock warrant equal to 20% of the amount invested in all 2020 Convertible Notes by such Major Investor divided by the weighted average share price of the Common Stock over the five trading days prior to the closing of the Merger. One 2020 Convertible Note holder that had previously invested $1.25 million in the offering invested an additional $3.0 million on February 23, 2021 and upon the Merger received a warrant to purchase 28,778 shares of the Company’s common stock at an exercise price of $29.5295 per share (the “Major Investor Warrant”). At the time of the Merger, the outstanding principal of the 2020 Convertible Notes of approximately $12.7 million plus accrued interest of $468 thousand were exchanged for 667,788 shares of the Company’s common stock. In connection with this exchange, the Company recorded a debt extinguishment loss of $2.5 million in the first quarter of 2021. The weighted average interest rate on the 2020 notes during the nine-months ended September 30, 2021 was 18.22%.

Payroll Protection Plan Loan

In April 2020, the Company applied for and received a $730 thousand loan under the Payroll Protection Plan (“PPP”) as part of the Coronavirus Aid, Relief, and Economic Security Act’s (“CARES Act”). Under the PPP, the Company was able to receive funds for two and a half months of payroll, rent, utilities, and interest cost. In April 2021 the SBA fully forgave the PPP loan. The $730 thousand of PPP loan forgiveness was recorded as a reduction of operating costs during 2020.

Economic Injury Disaster Loan

The Company applied for and received a $57 thousand Economic Injury Disaster Loan (“EIDL”) loan and a $10 thousand grant from the Small Business Administration in connection with the COVID-19 impact on the Company’s business. This loan bears interest at 3.75% and is repayable in monthly installments starting in December 2022 with a final balance due on June 21, 2050.

Note 9. Stockholders’ Equity

Common Stock

Holders of common stock are entitled to one vote per share, to receive dividends if and when declared, and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. The holders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares. Common stock is subordinate to the preferred stock with respect to dividend rights and rights upon liquidation, winding up and dissolution of the Company.

Lincoln Park Capital Fund, LLC Agreement

On March 28, 2022, the Company entered into a purchase agreement, or Purchase Agreement, with Lincoln Park Capital Fund, LLC (“Lincoln Park”), which, subject to the terms and conditions, provides that the Company has the right to sell to Lincoln Park and Lincoln Park is obligated to purchase up to $15.0 million of its common shares. Additionally, on March 28, 2022, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with Lincoln Park, pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”), covering the resale of shares of common stock issued to Lincoln Park under the Purchase Agreement. In addition, under the Purchase Agreement, the Company agreed to issue a commitment fee of 81,190 common shares, or the Commitment Shares, as consideration for Lincoln Park entering into the Purchase Agreement. Under the Purchase Agreement, the Company may from time to time for 30 months following May 9, 2022 (the “Commencement Date”), at its discretion, direct Lincoln Park to purchase on any single business day, or a Regular Purchase, up to (i) 10,000 common shares, (ii) 15,000 common shares if the closing sale price of its common shares is not below $7.50 per share on Nasdaq or (iii) 20,000 common shares if the closing sale price of its common shares is not below $12.50 per share on Nasdaq. In addition to Regular Purchases, the Company may also direct Lincoln Park to purchase other amounts as accelerated purchases or as additional accelerated purchases on the terms and subject to the conditions set forth in the Purchase Agreement. In any case, Lincoln Park’s commitment in any single Regular Purchase may not exceed $1.0 million absent a mutual agreement to increase such amount. The purchase price per share for each Regular Purchase will be based on prevailing market prices of the Common Stock immediately preceding the time of sale as computed in accordance with the terms set forth in the Purchase Agreement. There are no upper limits on the price per share that Lincoln Park must pay for shares of Common Stock under the Purchase Agreement. The Purchase Agreement may be terminated by the Company at any time after the Commencement Date, at its sole discretion, without any cost or penalty, by giving one business day notice to Lincoln Park to terminate the Purchase Agreement.

At The Market (“ATM”) Financing

On April 8, 2022, the Company entered into an Equity Distribution Agreement (the “Sales Agreement”) with Canaccord Genuity LLC (the “Agent”), pursuant to which the Company may issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $20,000,000 (the “Shares”), depending on market demand, with the Agent acting as an agent for sales. Sales of the Shares may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through the NASDAQ Capital Market. The Agent will use its commercially reasonable efforts to sell the Shares requested by the Company to be sold on its behalf, consistent with the Agent’s normal trading and sales practices, under the terms and subject to the conditions set forth in the Sales Agreement. The Company has no obligation to sell any of the Shares. The Company may instruct the Agent not to sell the Shares if the sales cannot be effected at or above the price designated by the Company from time to time and the Company may at any time suspend sales pursuant to the Sales Agreement. The Company will pay the Agent a commission of up to 3.0% of the gross proceeds from the sale of Shares by the Agent under the Sales Agreement. The Company has also agreed to reimburse the Agent for its reasonable documented out-of-pocket expenses, including fees and disbursements of its counsel, in the amount of $75,000. In addition, the Company has agreed to provide customary indemnification rights to the Agent. The Offering will terminate upon the earlier of (i) the issuance and sale of all Shares subject to the Sales Agreement, or (ii) the termination of the Sales Agreement as permitted therein, including by either party at any time without liability of any party.

For the three and nine months ended September 30, 2022, the Company incurred $0 and $250 thousand, respectively, of issuance costs related to Lincoln Park and Canaccord Genuity LLC ATM arrangements which were recorded in the Condensed Consolidated Statements of Stockholders’ Equity. As of September 30, 2022, the Company had not issued any shares of common stock under the Purchase Agreement with Lincoln Park or the Sales Agreement with the Agent, other than the Commitment Shares issued to Lincoln Park.

Preferred Stock

Series A and B Preferred Stock

As of December 31, 2020, the Company had 4,611,587 shares of Series A Preferred Stock (the “Series A Preferred”) 3,489,470 shares of Series B Preferred Stock (the “Series B”) issued and outstanding (collectively the “Preferred Stock”). The Company had classified the Preferred Stock as temporary equity in the condensed consolidated balance sheets as the Preferred Shareholders controlled a Deemed Liquidation Event, as defined below, under the terms of the Series A and Series B Preferred Stock as described below. Effective with the Merger, all the Series A Preferred and the Series B Preferred shares were exchanged for 1,194,701 and 904,834 shares of common stock, respectively, and the related carrying value was reclassified to common stock and additional paid-in capital.

Series C Preferred Stock

Effective March 15, 2021, StemoniX’s shareholders approved the Merger with Cancer Genetics and the authorization of $2.0 million of StemoniX’s Series C Preferred Stock (“Series C Preferred”). Effective with the Merger on March 30, 2021, the Series C Preferred shares were exchanged for 139,879 shares of Vyant Bio common stock and the related carrying value was reclassified to common stock and additional paid-in capital.

Warrants

Common Stock Warrants

The Company issued the Investor Warrant on February 23, 2021. Effective with the Merger, the Investor Warrant was exchanged for a warrant to purchase 28,778 shares of the Company’s common stock at an exercise price of $29.5295. Prior to this exchange, the Investor Warrant was classified as a liability and the Company recognized a $214 thousand gain in the first quarter of 2021 related to fair value adjustments. The fair value of the Investor Warrant was $421 thousand at the time of the Merger and reclassified to additional paid in capital.

In connection with the Merger, the Company assumed 431,537 common stock warrants issued in prior financings of which 429,820 remain outstanding as of September 30, 2022. A summary of all common stock warrants outstanding as of September 30, 2022 is as follows:

Issuance Related to:	Exercise Price		Outstanding Warrants		Expiration Dates
2020 Convertible Note	$	29.55		28,778	Feb 23, 2026
2021 offerings	$	17.50		324,828	Feb 10, 2026 - Aug 3, 2026
Advisory fees	$	12.10 - $37.95		98,578	Jan 9, 2024 - Oct 28, 2025
Debt	$	138.00		2,955	Mar 22, 2024
Debt	$	2,250.00		1,837	Oct 17, 2022 - Dec 7, 2022
Debt	$	1,500.00		1,622	Oct 17, 2022
Total				458,598

Preferred Stock Warrants

In connection with the issuance of the Series A Convertible Preferred and Series B Convertible Preferred, the Company issued warrants (the “Series A Warrants” and “Series B Warrants”, respectively, and collectively, the “Preferred Warrants”) as compensation to non-employee placement agents. The Series A Warrants and Series B Warrants were issued on April 28, 2017 and May 18, 2019, respectively. The Company determined the Preferred Warrants should be classified as equity as they were issued as vested share-based payment compensation to nonemployees. The Preferred Warrants were recorded in stockholders’ equity at fair value upon issuance with no subsequent remeasurement. As part of the Merger, the Preferred Warrants were converted and settled for a total of 8,621 shares of the Company’s common stock.

Note 10. Fair Value Measurements

During the first quarter of 2021, the Company elected to account for the $3.0 million investment in the 2020 Convertible Notes issued to the Major Investor using the fair value method. Further, the Major Investor Warrant was deemed to be a liability classified instrument due its variable settlement features. Both of these instruments were classified as Level 3 measurements within the fair value hierarchy.

The fair value of the Company’s 2020 Convertible Note issued to the Major Investor is measured as the sum of the instrument’s parts, being the underlying debt instrument and the conversion feature. The conversion feature was valued using the probability weighted conversion price discount. The instrument provided the holder the right to convert the instrument into shares of Series B Preferred Stock at a 20% discount. Given the timing of the issuance of the instrument near the Merger date, management determined that there was a 99.5% probability of the holders converting the instrument to Company shares at a 20% discount.

The Company valued the warrants issued with the 2020 Convertible Notes using a Black-Scholes-Merton model using the value of the underlying stock and exercise price of $2.01, along with a risk-free interest rate of 0.59% and volatility of 86%. The Company estimated the term of the warrant to be 5 years.

The Company’s 2020 Convertible Notes contain a share settled redemption feature (“Embedded Derivative”) that requires conversion at the lesser of specified discounts from qualified financing price per share or the fair value of the common stock at the time of conversion. The discount changes based on the passage of time between issuance of the convertible note and the conversion event. This feature is considered a derivative that requires bifurcation because it provides a specified premium to the holder of the note upon conversion. The Company measures the share-settlement obligation derivative at fair value based on significant inputs that are not observable in the market. This results in the liability classified as a Level 3 measurement within the fair value hierarchy.

Upon the Merger, all of the Level 3 instruments were exchanged for Vyant Bio equity classified instruments. Prior to their exchange, all of these instruments were marked to their fair market values with corresponding changes recorded in the statement of operations in the first quarter of 2021.

In the fourth quarter of 2021, the Company classified the vivoPharm business as discontinuing operations and applied held for sale accounting. The Company valued the vivoPharm business as of December 31, 2021 equally weighting public company revenue multiples as of December 31, 2021 and comparable transaction revenue multiples, which are classified as Level 3 measurements within the fair value hierarchy. The Company updated the valuation of the vivoPharm business during the quarter ending March 31, 2022 based on equally weighting public company revenue multiples and comparable transaction revenue multiples, which resulted in a $4.5 million decrease to the fair value of vivoPharm in the first quarter of. The Company recognized an impairment charge of $4.3 million during the quarter ended March 31, 2022, which decreased vivoPharm’s net carrying value, net of estimated disposal costs from $9.2 million as of December 31, 2021 to $4.9 million. During the second quarter of 2022, the Company received two offers for mutually exclusive components of the vivoPharm business and assessed the carrying value of each asset group using the estimated net sales proceeds based on these offers. As a result, the Company recorded a net impairment charge of $1.5 million during the second quarter of 2022. The Company recorded an impairment recovery of $388 thousand during the third quarter of 2022 based upon September 30, 2022 vivoPharm net assets.

The following tables present changes in fair value of level 3 valued instruments as of and for the nine months ended September 30, 2022 and 2021:

	vivoPharm Business
Balance – December 31, 2021	$	11,000
Additions		-
Measurement adjustments		(5,528	)
Settlement		-
Balance – September 30, 2022	$	5,472

	2020 Convertible Note			Warrant			Embedded Derivative
Balance – December 31, 2020	$	-		$	-		$	1,690
Additions		3,746			635			325
Measurement adjustments		4			(214	)		250
Settlement		(3,750	)		(421	)		(2,265	)
Balance – September 30, 2021	$	-		$	-		$	-

Note 11. Loss Per Share

Basic loss per share is computed by dividing the net loss after tax attributable to common stockholders by the weighted average shares outstanding during the period. Diluted loss per share is computed by including potentially dilutive securities outstanding during the period in the calculation of weighted average shares outstanding. The Company did not have any dilutive securities during the periods presented; therefore, diluted loss per share is equal to basic loss per share.

Presented in the table below is a reconciliation of the numerator and denominator for the basic and diluted income (loss) per share calculations for the three and nine months ended September 30, 2022 and 2021:

	2022			2021			2022			2021
	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Net loss from continuing operations	$	(3,647	)	$	(3,274	)	$	(12,378	)	$	(14,586	)
Net income (loss) from discontinuing operations		184			(1,187	)		(6,053	)		(1,427	)
Net loss	$	(3,463	)	$	(4,461	)	$	(18,431	)	$	(16,013	)
Basic and diluted weighted average shares outstanding		5,882,560			5,797,162			5,856,159			4,095,951
Basic and diluted net income (loss) per share:
Continuing operations	$	(0.62	)	$	(0.57	)	$	(2.11	)	$	(3.56	)
Discontinuing operations		0.03			(0.20	)		(1.04	)		(0.35	)
Net loss per shares attributable to common stockholder, basic and diluted	$	(0.59	)	$	(0.77	)	$	(3.15	)	$	(3.91	)

The following securities were not included in the computation of diluted shares outstanding for the for the three and nine months ended September 30, 2022 and 2021 because the effect would be anti-dilutive:

	2022		2021		2022		2021
	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Common stock warrants		458,598		460,315		458,598		460,315
Common stock options		484,781		430,567		484,781		430,567
Restricted stock		68,899		-		68,899		-
Total		1,012,278		890,882		1,012,278		890,882
Anti-dilutive securities		1,012,278		890,882		1,012,278		890,882

Note 12. Stock-Based Compensation

The Company has two pre-Merger legacy equity incentive plans: the Cancer Genetics Inc. 2011 Equity Incentive Plan (the “2011 Plan”), and the StemoniX Inc. 2015 Stock Option Plan (the “2015 Plan”, and collectively, the “Frozen Stock Option Plans”). The Frozen Stock Option Plans as well as the 2021 Plan (as defined below) are meant to provide additional incentive to officers, employees and consultants to remain in the Company’s employment. Options granted are generally exercisable for up to 10 years. Effective with the Merger, the Company is no longer able to issue options from the Frozen Stock Option Plans. Effective with the Merger, the Vyant Bio 2021 Equity Incentive Plan (the “2021 Plan”) came into effect, pursuant to which the Company’s Board of Directors may grant up to