CytoDyn Inc. (OTCMKTS:CYDY) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02
The disclosure in Item 3.02 of this Form 8-K is incorporated by reference into this Item 3.02.
CytoDyn Inc. (the “Company”) previously reported its tender offer (the “Warrant Tender Offer”) for certain outstanding series of eligible warrants, offering the holders of such warrants the opportunity to amend and exercise their warrants at a reduced exercise price of $0.50 per share of common stock. The Warrant Tender Offer was made upon the terms and subject to the conditions set forth in the Offer to Amend and Exercise Warrants to Purchase Common Stock of CytoDyn Inc., as amended, previously mailed to the holders of eligible warrants on November24, 2017, and which was included in the Company’s Schedule TO-I initially filed with the Securities and Exchange Commission (the “SEC”) on November24, 2017.
At 5:00 P.M. (Eastern time) on March23, 2018, the offering period and withdrawal rights for the Warrant Tender Offer expired. Upon completion of the Warrant Tender Offer, 77 Original Warrants to purchase up to 3,027,263 shares of common stock had been validly tendered and not withdrawn in the Warrant Tender Offer, for gross cash proceeds to the Company of approximately $1.5million. Solicitation fees of approximately $73,000 were paid to the solicitating agent in the Warrant Tender Offer.
556,678 of the shares of common stock sold to investors in the Warrant Tender Offer were sold to the Company’s Registration Statement on Form S-3 (File No. 333-223195) declared effective on March 7, 2018, including the prospectus supplement dated March 7, 2018 thereunder. The remaining 2,470,585 shares of common stock were sold to accredited investors in reliance upon the exemption provided by Rule 506 of Regulation D and Section4(a)(2) of the Securities Act of 1933, as amended.
Accordingly, the Company is instructing its transfer agent to issue an aggregate of 3,027,263 shares of common stock to participants in the Warrant Tender Offer.
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.
