CytoDyn Inc. (OTCMKTS:CYDY) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02 below with respect to the Warrants, the terms of the
June Placements and of the Notes and the Warrants are identical
to those of the private placement that occurred on May31, 2017
(the May Placement). The May Placement is described in the Form
8-K filed with the Securities and Exchange Commission on June2,
2017 (the Prior 8-K), which is incorporated herein by reference
as modified hereby.

June Placements

In the June Placements, the Company sold $1.7million in aggregate
principal amount of Notes and related Warrants to various
accredited investors. The principal amount of the Notes plus
unpaid accrued interest at an annual rate of 7.0% is convertible
at the election of the holders into shares of Common Stock at any
time prior to maturity, at an initial conversion price of $0.75
per share, with an aggregate of 2,266,665 shares of the Companys
Common Stock underlying the Notes.

As part of the investment in the Notes, the Company also issued
Warrants exercisable for 50% of the shares into which the Notes
are convertible, with Warrants for an aggregate of 1,133,332
shares of Common Stock issued in the June Placements. The
Warrants are exercisable at a price of $1.00 per share. The
Warrants are currently exercisable in full and will expire five
years from the date of issuance.

The Subscription Agreements contain certain piggyback
registration rights relating to resales of shares of Common Stock
underlying the Notes and the Warrants.

Prior to the consummation of the June Placements, the Company
engaged a placement agent to assist with identifying certain
investors to participate in the offering of its Notes and
Warrants. In consideration for such services, the placement agent
will receive warrants (the Placement Agent Warrants) exercisable
for 8% of the shares of Common Stock underlying Notes sold to
qualifying investors. The Placement Agent Warrants will be
exercisable at a price of $0.825 per share and will expire five
years from the date of issuance. The Placement Agent Warrants
will also contain cashless exercise rights and rights to assign
such warrants to its qualifying employees and affiliates. In
addition, the placement agent is entitled to a cash fee equal to
9% of the gross proceeds received by the Company from qualifying
investors first introduced to the Company by the placement agent,
as well as a non-accountable expense fee of $20,000, which was
paid on June19, 2017. The placement agent is not entitled to any
compensation relating to investors not first introduced by it to
the Company.

In connection with the June Placements, the placement agent is
entitled to Placement Agent Warrants for 53,333 shares of Common
Stock and a cash fee of $45,000.

Each of the investors in the June Placements and the placement
agent has represented to the Company that it is an accredited
investor as that term is defined in Rule 501(a) of Regulation D
promulgated under the Securities Act of 1933, as amended (the
Securities Act). The Company relied on the exemption from
registration afforded by Section4(a)(2) of the Securities Act in
connection with the issuance of the Note, the Warrants and the
Placement Agent Warrants.

May Placement

On June19, 2017, the terms of the Warrants issued to investors in
the May Placement were modified to reflect certain revised
offering terms. As compared to the May Placement, the terms of
the June Placements were identical, except that in the June
Placements (i)coverage for the Warrants was increased from 25% to
50% of the shares into which the Notes are convertible, resulting
in an increase in the aggregate number of shares for which such
Warrants are exercisable from 383,333 to 766,666 and (ii)the
exercise price of the Warrants was decreased from $1.35 to $1.00.
The terms of the May Placement remain otherwise unchanged and are
described in the Prior 8-K, which is incorporated herein by
reference as modified hereby.

Consultant Warrant

On June 21, 2017, the Company issued a warrant (the Consultant
Warrant) for 200,000 shares of Common Stock to a third-party
consultant, as consideration for services provided. The
Consultant Warrant is exercisable at a price of $0.64 per share
and will expire five years from the date of issuance. The
Consultant Warrant will vest 25% on the date of issuance, 25% on
December31, 2017 and 50% upon the completion of certain strategic
milestones. The Company relied on the exemption from registration
afforded by Section 4(a)(2) of the Securities Act in connection
with the issuance of the Consultant Warrant.

General

The foregoing description of the Notes, the Warrants, the
Placement Agent Warrants, the Consultant Warrant, the May
Placement and the June Placements is qualified in its entirety by
reference to the full text of the Notes, the Warrants, the
Placement Agent Warrants, the Consultant Warrant and the
Subscription Agreements, the revised forms of each of which are
attached as Exhibits 4.1, 4.2, 4.3, 4.4 and 10.1, respectively,
and are incorporated herein by reference.

(d) Exhibits

CytoDyn Inc. Exhibit
EX-4.1 2 d400168dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 THIS CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES TO BE DELIVERED HEREUNDER AND UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…
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About CytoDyn Inc. (OTCMKTS:CYDY)

CytoDyn Inc. is a clinical-stage biotechnology company. The Company is focused on the clinical development and commercialization of humanized monoclonal antibodies to treat Human Immunodeficiency Virus (HIV) infection. The Company’s lead product candidate, PRO 140, belongs to a class of HIV therapies known as entry inhibitors that block HIV from entering into and infecting certain cells. The Company’s product pipeline also includes Cytolin and CytoFeline. Cytolin is a mouse monoclonal antibody developed to identify a specific type of immune cell called a cytotoxic T cell, or cytotoxic T lymphocyte (CTL). CytoFeline is an anti-lymphocyte function-associated antigen-1 (LFA-1) antibody for the treatment of Feline Immunodeficiency Virus (FIV) infection. PRO 140 blocks HIV from entering a cell by binding to a molecule called C-C chemokine receptor type 5 (CCR5). The Company has finished Phase II clinical trials for PRO 140 with demonstrated antiviral activity in man.