CytoDyn Inc. (OTCMKTS:CYDY) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On December12, 2016, CytoDyn Inc. (the Company)
entered into a Securities Purchase Agreement (the
Purchase Agreement) with certain investors (the
Investors) for the sale by the Company of up to
4,000,000 shares (the Common Shares) of the
Companys common stock, par value $0.001 per share (the
Common Stock), at a purchase price of $0.75 per
share in a registered direct offering. The investors in this
offering also received warrants to purchase up to 2,000,000
shares of Common Stock (the Warrants). The
aggregate gross proceeds for the sale of the Common Shares and
Warrants will be approximately $3.0 million.Subject to certain
ownership limitations, the Warrants will be exercisable
commencing on the issuance date at an exercise price equal to
$1.00 per share of Common Stock, subject to adjustments as
provided under the terms of the Warrants. The Warrants are
exercisable for five years from the date of issuance. The closing
of the sales of these securities under the Purchase Agreement is
expected to occur on or about December12, 2016.
The net proceeds to the Company from the transactions, after
deducting the Companys estimated offering expenses, and excluding
the proceeds, if any, from the exercise of the Warrants, are
expected to be approximately $3.0 million. The Company intends to
use the net proceeds from the transactions to fund clinical
trials for its product candidates and for general corporate
purposes.
The securities sold in the offering were offered and sold by the
Company to an effective shelf registration statement on FormS-3,
which was filed with the Securities and Exchange Commission (the
SEC) on August26, 2016 and subsequently declared
effective on September9, 2016 (File No.333-213349) (the
Registration Statement), and the base prospectus
dated as of September9, 2016 contained therein. The Company will
file a prospectus supplement with the SEC in connection with the
sale of the securities.
The representations, warranties and covenants contained in the
Purchase Agreement were made solely for the benefit of the
parties to the Purchase Agreement. In addition, such
representations, warranties and covenants (i)are intended as a
way of allocating the risk between the parties to the Purchase
Agreement and not as statements of fact, and (ii)may apply
standards of materiality in a way that is different from what may
be viewed as material by stockholders of, or other investors in,
the Company. Accordingly, the Purchase Agreement is included with
this filing only to provide investors with information regarding
the terms of transaction, and not to provide investors with any
other factual information regarding the Company. Stockholders
should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual
state of facts or condition of the Company or any of its
subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations and warranties may change
after the date of the Purchase Agreement, which subsequent
information may or may not be fully reflected in public
disclosures.
The forms of the Purchase Agreement and the Warrant are filed as
Exhibits 10.1 and 4.1, respectively, to this Current Report on
Form8-K. The foregoing summaries of the terms of these documents
are subject to, and qualified in their entirety by, such
documents, which are incorporated herein by reference.
The legal opinion and consent of Lowenstein Sandler LLP relating
to the securities is filed as Exhibit 5.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item9.01. Financial Statements and Exhibits.
(d) |
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| 4.1 | Form of Warrant Agreement of CytoDyn Inc. | |||
| 5.1 | Opinion of Lowenstein Sandler LLP | |||
| 10.1 |
Form of Securities Purchase Agreement, dated December 12, 2016, by and between CytoDyn Inc. and various purchasers named therein |
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| 23.1 |
Consent of Lowenstein Sandler LLP (included in the opinion of Lowenstein Sandler LLP as Exhibit5.1) |
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. CytoDyn Inc. (OTCMKTS:CYDY) Recent Trading Information
CytoDyn Inc. (OTCMKTS:CYDY) closed its last trading session up +0.015 at 0.725 with 216,793 shares trading hands.