UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
KYTO TECHNOLOGY AND LIFE SCIENCE, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
WARRANTS TO PURCHASE COMMON STOCK
(Title
of Class of Securities)
501572 200
(CUSIP
Number of Common Stock Underlying Warrants)
Paul Russo
Chief Executive Officer
Kyto Technology and Life Science, Inc.
13050 La Paloma Road
Los Altos Hills, CA 94022
Telephone: 650-204-7896
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)
WITH COPY TO:
Terence Kelly, Esq.
Anthony Epps, Esq.
Dorsey & Whitney LLP
305 Lytton Avenue
Palo Alto, CA 94301
Telephone: (650) 857-1717
| CALCULATION OF FILING FEE: | ||
| Transaction valuation(1) | Amount of filing fee(1)(2) | |
| $9,580,002 | $888.07 | |
| (1) | Estimated for purposes of calculating the amount of the filing fee only. An offer to amend and exercise warrants to purchase an aggregate of 4,790,001 shares of common stock (the “Exercise Offer”). The transaction value is calculated pursuant to Rule 0-11 using $2.00 per share of common stock, which represents the average of the high and low sales price of the common stock on March 30, 2022. |
| (2) | Calculated by multiplying the transaction value by .0000927 |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $888.07 | Filing Party: Kyto Technology and Life Science, Inc. | |
| Form or Registration Number: Schedule TO | Date Filed: April 1, 2022 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of a tender offer: ☐
The alphabetical subsections used in the Item responses below correspond to the alphabetical subsections of the applicable items of Regulation M-A promulgated under the federal securities laws.
If applicable, check the appropriate box(es) below to designate the appropriate note provision(s):
| ☐ | Rule
13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
EXPLANATORY NOTE
This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Exercise Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on April 1, 2022, as amended on April 22, 2022, May 4, 2022, and May 5, 2022, (this “Schedule TO”), relating to an offer by Kyto Technology and Life Science, Inc. (“Kyto” or the “Company”) to amend and exercise certain outstanding warrants upon the terms and subject to the conditions set forth in the Offer to Amend and Exercise Warrants to Purchase Common Stock, dated April 1, 2022 (the “Offer to Amend and Exercise”), which together with the Form of Election to Participate and Form of Notice of Withdrawal constitute the “Offering Materials.”
Items 1 through 11.
Items 1 through 11 of the Schedule TO, to the extent they incorporate by reference information contained in the Offer to Amend and Exercise Warrants to Purchase Common Stock and the Letter to Holders and Original Warrants, are hereby amended as follows:
Termination of Tender Offer
On May 5, 2022, the Company announced that it had terminated the Tender Offer as a result of reassessment of offering conditions.
As a result of this termination, no Original Warrants will be amended, and all Election Forms previously tendered and not withdrawn will be cancelled.
A copy of the press release issued by the Company on May 5, 2022 announcing the termination of the Tender Offer is attached hereto as Exhibit (a)(5)(C) and is incorporated herein by reference.
Item 12.
Item 12 of the Schedule TO and the Exhibit Index is hereby amended and supplemented by adding the following exhibit: (a)(5)(C) Press Release dated May 5, 2022.
| Item 12. | EXHIBITS. |
| (a) | (1)(A)* | Letter to Holders of Original Warrants |
| (1)(B)* | Offer to Amend and Exercise Warrants to Purchase Common Stock | |
| (1)(C)* | Form of Election to Participate | |
| (1)(D)* | Form of Notice of Withdrawal | |
| (5)(A) | Annual Report on Form 10-K, as amended, containing audited financial statements for the fiscal years ended March 31, 2021, 2020 and 2019 (as filed with the SEC on August 10, 2022 and amended on August 12, 2022 and incorporated herein by reference) | |
| (5)(B) | Report on Form 10-Q for the quarter ended December 31, 2021 (as filed with the SEC on February 2, 2022 and incorporated herein by reference) | |
| (5)(D)** | Press release dated May 5, 2022. | |
| * Previously filed. | ||
| **Filed herewith. | ||
| (b) | Not applicable. | |
| (d) | Not applicable. | |
| (g) | None. | |
| (h) | None. | |
| 1 |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| KYTO TECHNOLOGY AND LIFE SCIENCE, INC. | ||
| Date: May 6, 2022 | By: | /s/ Paul Russo |
| Name: | Paul Russo | |
| Title: | Chief Executive Office | |
| 2 |
Exhibit 5d
Item 12. Exhibits
(a)(5(D)
*Kyto Technology & Life Science Inc. Announces the Termination of Tender Offer*
May 5, 2022
Los Altos Hills, California—Kyto Technology & Life Science, Inc. (OTCQB: KBPH) (the “Company” or “Kyto”), today announced that it has terminated its previously announced tender offer to allow amendment of outstanding warrants to purchase 1,596,667 shares of common stock in Kyto (the “Original Warrants”) to purchase up to 4,790,001 shares common stock in Kyto (the “Shares”), which was due to expire at 11:59 p.m., San Francisco Time, on May 16, 2022 (the “Tender Offer”), as a result of reassessment of offering conditions. As a result of this termination, no Original Warrants will be amended, and no Shares will be issued, and all Election Forms previously tendered and not withdrawn will be cancelled.
The Company may seek opportunities in the future to repurchase Shares from time to time, subject to applicable law. Such future repurchases, if any, may be effectuated through open market purchases under a plan that complies with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), through private purchases or through other similar transactions, and would be subject to market conditions, applicable legal requirements, contractual obligations and other factors. Rule 13e-4(f) under the Exchange Act generally prohibits the Company and its affiliates from purchasing any Shares until at least ten business days after the date the Tender Offer was terminated, subject to certain limited exceptions.
*Cautionary Note Regarding Forward-Looking Statements *
Kyto has made statements in this press release that are forward-looking statements, including the expected timing, size or other terms of the tender offer and the company’s ability to complete the tender offer. In some cases, you can identify these statements by forward-looking words such as “may”, “will”, “expect”, “plan”, or “believe”, the negative of these terms, and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about the company may include projections of the company’s future financial performance, based on its growth strategies and anticipated trends in its business. These statements are only predictions based on the company’s current expectations and projections about future events. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, there are important factors that could cause the company’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks outlined under “Risk Factors” in Kyto’s 2021 Annual Report on Form 10-K and should carefully review the other reports filed by the company with the SEC from time to time, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Kyto is under no duty to, and it does not undertake any obligation to, update or review any of these forward-looking statements after the date of this press release except as required by law.