UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 5, 2022
KYTO TECHNOLOGY AND LIFE SCIENCE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-50390 | 65-1086538 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
13050 La Paloma Road, Los Altos Hills, CA 94022
(Address of Principal Executive Offices, and Zip Code)
650-204-7896
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. | Other Events. |
Termination of Tender Offer
On May 5, 2022, the Board of Directors of the Company (the “Board”) unanimously determined to terminate the Company’s previously announced tender offer (the “Tender Offer”) to amend and exercise outstanding warrants for shares of common stock (“Shares”). In determining to terminate the Tender Offer, the Board considered factors related to reassessment of offering conditions.
The Tender Offer was made pursuant to the Tender Offer Statement on Schedule TO that the Company originally filed with the U.S. Securities and Exchange Commission on April 1, 2022, as amended. As a result of this termination, no Original Warrants will be amended, and all Election Forms previously tendered and not withdrawn will be cancelled.
Item 9.01. | Financial Statements and Exhibits. |
Exhibit | Description | |
99.1 | Press release dated May 5, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
KYTO TECHNOLOGY AND LIFE SCIENCE, INC. | ||
Date: May 6, 2022 | By: | /s/ Paul Russo |
Paul Russo Chief Executive Officer |