CytoDyn Inc. (OTCMKTS:CYDY) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On February28, 2017, CytoDyn Inc. (the Company)
entered into Subscription Agreements (the Subscription
Agreements) with certain investors (the
Investors) for the sale by the Company of
5,670,661 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 2,835,323 shares of
Common Stock (the Warrants). The aggregate gross
proceeds for the sale of the Common Shares and Warrants will be
approximately $4.25million. 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 Subscription Agreements is expected to occur
on or about February28, 2017.
Paulson Investment Company, LLC (the Placement
Agent), acted as the exclusive placement agent in
connection with the offering.
The net proceeds to the Company from the transactions, after
deducting the placement agents fees and expenses (not including
the Placement Agent Warrants, as defined below), the Companys
estimated offering expenses, and excluding the proceeds, if any,
from the exercise of the Warrants, are expected to be
approximately $3.82million. The Company intends to use the net
proceeds from the transactions to fund clinical trials for its
lead product candidate 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 initially 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
Subscription Agreements were made solely for the benefit of the
parties to the Subscription Agreements. In addition, such
representations, warranties and covenants (i)are intended as a
way of allocating the risk between the parties to the
Subscription Agreements 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 form of Subscription
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 Subscription
Agreements, which subsequent information may or may not be fully
reflected in public disclosures.
to the Placement Agent Agreement, dated as of January11, 2017, as
amended as of January30, 2017, (the Placement Agent Agreement)
with the Placement Agent, the Company has agreed to pay Placement
Agent an aggregate fee equal to 9% of the gross proceeds received
by the Company from the sale of the securities in the
transactions. to the Placement Agent Agreement, the Company also
agreed to grant to the Placement Agent or its designees warrants
to purchase up to 8% of the aggregate number of shares sold in
the transactions at an exercise price equal to 110% of the price
of the common stock sold in the offering or $0.825 per share (the
Placement Agent Warrants). The Placement Agent
Agreement has indemnity and other customary provisions for
transactions of this nature. The Placement Agent Warrants and the
shares issuable upon exercise of the Placement Agent Warrants
will be issued in reliance on the exemption from registration
provided by Section4(a)(2)of the Securities Act as transactions
not involving a public offering and in reliance on similar
exemptions under applicable state laws. A copy of the Placement
Agent Agreement, as amended, was previously filed as Exhibits
10.2 and 10.3 to the Current Report on Form 8-K filed January31,
2017 and is incorporated herein by reference.
The forms of the Subscription 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.
| Item3.02. | Unregistered Sales of Equity Securities. |
See Item1.01 with respect to the Placement Agent Warrants.
| Item9.01. | Financial Statements and Exhibits. |
|
(d) |
Exhibit No. |
Description. |
|||||
| 4.1 | Form of Warrant Agreement of CytoDyn Inc. | ||||||
| 5.1 | Opinion of Lowenstein Sandler LLP | ||||||
| 10.1 | Form of Subscription Agreement | ||||||
| 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 down -0.005 at 0.720 with 179,158 shares trading hands.