As filed with the U.S. Securities and Exchange Commission on June 29, 2026
File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
VYLOR INC.
(Exact name of registrant as specified in its charter)
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Delaware |
41-2930124 |
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
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7000 NW 62nd Avenue |
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Johnston, Iowa |
50131 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (833) 267-8382
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class |
Name of each exchange on which |
to be so registered |
each class is to be registered |
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Common Stock, par value $0.01 per share |
New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☐ |
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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. ☐
VYLOR INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Certain information required to be included in this Form 10 is incorporated by reference to specifically-identified portions of the body of the information statement filed herewith as Exhibit 99.1 and which will be made available to stockholders. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1. Business.
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Spin-Off,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Corteva,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Seed Business (Supplemental),” “Business,” “Certain Relationships and Related Person Transactions,” “Our Relationship with New Corteva Following the Spin-Off” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.
Item 1A. Risk Factors.
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary—Summary of Risk Factors”, “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements”. Those sections are incorporated herein by reference.
Item 2. Financial Information.
The information required by this item is contained under the sections of the information statement entitled “Risk Factors,” “Capitalization,” “Unaudited Pro Forma Consolidated Financial Statements,” “Notes to Unaudited Pro Forma Consolidated Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Corteva” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Seed Business (Supplemental),” and “Index to the Financial Statements” (and the financial statements and related notes referenced therein). Those sections are incorporated herein by reference.
Item 3. Properties.
The information required by this item is contained under the section of the information statement entitled “Business—Facilities.” That section is incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.
Item 5. Directors and Executive Officers.
The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.
Item 6. Executive Compensation.
The information required by this item is contained under the sections of the information statement entitled “Compensation Discussion and Analysis” and “Executive Compensation.” Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary—Summary of Risk Factors,” “Risk Factors,” “Management,” “Executive Compensation,” “Certain Relationships and Related Person Transactions” and “Our Relationship with New Corteva Following the Spin-Off.” Those sections are incorporated herein by reference.
Item 8. Legal Proceedings.
The information required by this item is contained under the section of the information statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Corteva,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Seed Business (Supplemental)” and “Business—Environmental and Other Legal Proceedings.” Those sections are incorporated herein by reference.
Item 9. Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters.
The information required by this item is contained under the sections of the information statement entitled “Risk Factors,” “The Spin-Off,” “Dividend Policy,” “Capitalization” and “Description of Our Capital Stock.” Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities.
The information required by this item is contained under the section of the information statement entitled “Description of Our Capital Stock.” That section is incorporated herein by reference.
Item 11. Description of Registrant’s Securities to be Registered.
The information required by this item is contained under the sections of the information statement entitled “Risk Factors,” “The Spin-Off,” “Dividend Policy,” “Capitalization” and “Description of Our Capital Stock.” Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers.
The information required by this item is contained under the section of the information statement entitled “Description of Our Capital Stock.” That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data.
The information required by this item is contained under the sections of the information statement entitled “Unaudited Pro Forma Consolidated Financial Statements,” “Notes to Unaudited Pro Forma Consolidated Financial Statements” and “Index to the Financial Statements” (and the financial statements and related notes referenced therein). Those sections are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 15. Financial Statements and Exhibits.
The information required by this item is contained under the sections of the information statement entitled “Unaudited Pro Forma Consolidated Financial Statements,” “Notes to the Unaudited Pro Forma Consolidated Financial Statements” and “Index to the Financial Statements” (and the financial statements and related notes referenced therein). Those sections and such financial statements and related notes are incorporated herein by reference.
The following documents are filed as exhibits hereto:
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Exhibit Number |
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Exhibit Description |
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2.1 |
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Form of Separation and Distribution Agreement by and among Corteva, Inc., Vylor Inc., and solely for the purposes set forth therein, EIDP, Inc.* |
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3.1 |
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Form of Amended and Restated Certificate of Incorporation of Vylor Inc.* |
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3.2 |
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Form of Amended and Restated Bylaws of Vylor Inc.* |
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10.1 |
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Form of Tax Matters Agreement by and among Corteva, Inc., Vylor Inc. and EIDP, Inc.* |
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10.2 |
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Form of Employee Matters Agreement by and between Corteva, Inc. and Vylor Inc.* |
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10.3 |
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Form of Transition Services Agreement by and between Corteva, Inc. and Vylor Inc.* |
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10.4 |
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Form of Intellectual Property Matters Agreement by and between Corteva, Inc. and Vylor Inc.* |
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10.5 |
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Form of Seed Applied Technologies Global Supply Agreement by and between Corteva, Inc. and Vylor Inc.* |
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21.1 |
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Subsidiaries of Vylor Inc.* |
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99.1 |
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Information Statement of Vylor Inc., preliminary and subject to completion, dated , 2026. |
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99.2 |
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Form of Notice Regarding the Internet Availability of Information Statement Materials.* |
* To be filed by amendment.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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Vylor Inc. |
By: |
/s/ David P. Johnson |
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Name: David P. Johnson |
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Title: Chief Financial Officer |
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Date: June 29, 2026