AxoSim Enters Into a Definitive Agreement to Acquire Vyant Bio's StemoniX Assets

Rhea-AI Summary

AxoSim to Acquire microBrain™ Assets from Vyant Bio's StemoniX Subsidiary

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• AxoSim to acquire microBrain™ assets from Vyant Bio's StemoniX subsidiary in an all-cash transaction. AxoSim gains exclusive distribution rights to market the microBrain technology platform. The StemoniX microBrain and AxoSim NerveSim® and BrainSim® platforms use human induced pluripotent stem cells (iPSCs) to develop in vitro models of human brain and nerve structures, revolutionizing neurological drug discovery.

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• None.

—Combines Three Leading Human Biomimetic Organoid Platform Technologies for Neurological Drug Discovery—

—AxoSim Gains microBrain™ Intellectual Property from StemoniX, Along With Expert Scientific Team and Advanced R&D and Manufacturing Facility in Minnesota—

—AxoSim to Begin Offering microBrain Products and Services Under Interim Distribution Agreement Effective Immediately—

NEW ORLEANS and CHERRY HILL, N.J., July 17, 2023 /PRNewswire/ -- AxoSim, Inc., a leader in the development and application of human biomimetic platforms for neurological diseases, and Vyant Bio, Inc. (OTC: VYNT) (Vyant Bio) today announced that they have entered into a definitive agreement under which AxoSim will acquire the microBrain™-associated assets of Vyant Bio's StemoniX subsidiary. The all-cash transaction is expected to close in the next several months, subject to approval by Vyant Bio's shareholders. The companies also announced that effective immediately, AxoSim will have exclusive and sole distribution rights to market the StemoniX microBrain technology platform to pharmaceutical and biotechnology customers. These rights would terminate in the event the transaction is not consummated.

The StemoniX microBrain and AxoSim NerveSim^® and BrainSim^® platforms use human induced pluripotent stem cells (iPSCs) to develop live in vitro models of human brain and nerve structures, also known as organoids. These biomimetic organoids are revolutionizing the way that biopharmaceutical companies discover neurological drugs, delivering human data far faster and more efficiently and enabling the selection of safer, more efficacious drug candidates to improve clinical translation and success.

The StemoniX microBrain technology is a highly scalable iPSC-derived high-throughput neural screening platform coupled with advanced bioanalytical software for phenotypic drug discovery. Containing a physiologic mixture of neurons and astrocytes, microBrain organoids have an enhanced network structure and express key markers of cell maturity and a high density of key neural synapses, producing highly synchronized electrophysiological activity. The microBrain platform demonstrates highly consistent performance, making it well-suited for high-throughput drug discovery, imaging, and screening applications.

"We believe that AxoSim is the perfect partner for our StemoniX microBrain technology," said Andrew LaFrence, President, Chief Executive Officer and Chief Financial Officer of Vyant Bio. "AxoSim shares our commitment to applying advanced biomimetic technology to transform neurological drug discovery and development. We also share a track record of scientific innovation and leadership in this rapidly evolving field. We see this combination as the best available option for StemoniX and for our stakeholder community."

Lowry Curley, PhD, co-founder and Chief Executive Officer of AxoSim, commented, "Neurological diseases such as ALS, Parkinson's disease, neuropathic pain and rare epilepsies afflict millions yet lack effective therapies. At AxoSim, we are mission-driven to develop human biomimetic models with the potential to jumpstart the discovery and development of breakthrough therapies by enabling drug developers to obtain relevant human data early in the R&D process, reducing the time and cost of drug discovery and increasing the probabilities of success. We are excited at the opportunity to combine our NerveSim and BrainSim platforms with the StemoniX microBrain technology, along with their expert staff and state-of-the-art R&D and manufacturing facility in Minnesota. We see these platforms as highly complementary and synergistic, giving us the opportunity to create a category-leading powerhouse in the field."

The transaction calls for payments from AxoSim to Vyant Bio of $2.25 million, of which $1.1 million will be paid at close and the remainder based on milestones and the expiration of the indemnification period and release from escrow pursuant to the transaction agreement. In addition, AxoSim will assume approximately $1.2 million of future lease-related liabilities. AxoSim intends to finance the acquisition and the accompanying operational expansion with participation from current and new investors."

LifeSci Capital is serving as an adviser to Vyant Bio for this transaction.

About AxoSim
AxoSim is mission-driven to develop human biomimetic models with the potential to jumpstart the discovery and development of breakthrough therapies for neurological diseases. It partners with biopharma companies to facilitate therapeutic breakthroughs by enabling drug developers to obtain relevant human data early in the R&D process, reducing the time and cost of drug discovery and increasing the probabilities of success. The company's proprietary drug discovery platforms NerveSim^® and BrainSim^® deliver clinically-relevant data enabling selection of better lead candidates with phenotypically accurate assays. AxoSim's platforms currently have applications in peripheral neuropathy and neuropathic pain, disease modeling and neurotoxicology. For more information, visit www.axosim.com.

About Vyant Bio, Inc.
Vyant Bio, Inc. ("Vyant Bio" or the "Company") (OTC: VYNT) is a biotechnology company that historically incorporated innovative biology and data science to improve drug discovery for complex neurodevelopmental and neurodegenerative disorders. The Company's proprietary central nervous system ("CNS") drug discovery platform combines human-derived organoid models of brain disease, scaled biology, and machine learning. Vyant Bio's platform is designed to (i) elucidate disease pathophysiology; (ii) formulate key therapeutic hypotheses; (iii) identify and validate drug targets, cellular assays, and biomarkers to guide candidate molecule selection; and (iv) guide clinical trial patient selection and trial design. The sale of the StemoniX assets to AxoSim is part of the Company's process to wind down its business. For more information, visit www.vyantbio.com.

Additional Information and Where to Find It
In connection with the proposed transaction, Vyant Bio will file relevant materials with the Securities and Exchange Commission (the "SEC"), including a proxy statement, which proxy statement will be mailed or otherwise disseminated to Vyant Bio shareholders. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF VYANT BIO ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, AND RELATED MATTERS. The proxy statement and other relevant materials (when they become available), and any other documents filed by Vyant Bio with the SEC, may be obtained free of charge at the SEC website at www.sec.gov . In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Vyant Bio by directing a written request to: Vyant Bio, Inc., 2 Executive Campus, 2370 State Route 70 West, Ste. 310, Cherry Hill, New Jersey 08002-4102. Investors and security holders are urged to read the proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.

Participants in the Solicitation
Vyant Bio and its directors, executive officers and certain other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from the shareholders of Vyant Bio with respect to the proposed transaction and related matters. Information about the directors and executive officers of Vyant Bio, including their ownership of shares of Vyant Bio common stock, is included in Vyant Bio's Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 31, 2023. Additional information regarding the persons or entities who may be deemed participants in the solicitation of proxies from Vyant Bio shareholders, including a description of their interests in the proposed transaction by security holdings or otherwise, will be included in the proxy statement and other relevant documents to be filed with the SEC when they become available.

No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.

Forward Looking Statements:
Any statements in this press release about future expectations, plans and prospects for Vyant Bio, including but not limited to statements about the Company's and AxoSim's abilities to satisfy all closing conditions and consummate the transaction, Vyant Bio's ability to realize any value from its existing assets, AxoSim's ability to satisfy the conditions for any milestone payments, the Company's 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 of the Company 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 further reduce expenses, 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, 2022 and quarterly reports and other filings on file thereafter with the U.S. Securities and Exchange Commission and OTC Markets Group, Inc. In addition, the forward-looking statements included in this press release represent the Company's views as of the date of this press release. 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 press release.

Contacts:

AxoSim Corporate
Gina Jackson
Director of Special Projects
Gina.jackson@axosim.com
954 292-6608

AxoSim Media
Barbara Lindheim
BLL Partners for AxoSim
blindheim@bllbiopartners.co,
917 355-9234

Vyant Bio, Inc.
Andrew LaFrence, President, Chief Executive Officer & Chief Financial Officer
Andrew.LaFrence@VyantBio.com

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SOURCE AxoSim, Inc.; Vyant Bio, Inc.

FAQ

What is the agreement between AxoSim and Vyant Bio?

AxoSim is acquiring the microBrain™-associated assets of Vyant Bio's StemoniX subsidiary in an all-cash transaction.

What are the benefits of the microBrain technology platform?

The microBrain technology platform uses human induced pluripotent stem cells (iPSCs) to develop in vitro models of human brain and nerve structures, enabling faster and more efficient neurological drug discovery.

What are the financial details of the transaction?

AxoSim will pay $2.25 million to Vyant Bio, with $1.1 million paid at close and the remainder based on milestones. AxoSim will also assume approximately $1.2 million of future lease-related liabilities.

Who will have exclusive distribution rights to the microBrain technology platform?

AxoSim will have exclusive distribution rights to market the StemoniX microBrain technology platform to pharmaceutical and biotechnology customers.