CytoDyn Inc. Reports Unregistered Equity Sales

TL;DR

CYDY sold unregistered stock, details TBD.

AI Summary

CytoDyn Inc. filed an 8-K on March 28, 2024, reporting unregistered sales of equity securities on March 22, 2024. The filing does not disclose specific details about the number of shares, the price, or the purchasers involved in these unregistered sales.

Why It Matters

This filing indicates that CytoDyn Inc. has issued equity securities without registering them with the SEC, which could have implications for the liquidity and dilution of existing shares.

Risk Assessment

Risk Level: medium — Unregistered sales can signal potential dilution or financing difficulties, requiring further investigation into the terms and impact.

Key Players & Entities

• CytoDyn Inc. (company) — Registrant
• March 22, 2024 (date) — Date of unregistered sales
• March 28, 2024 (date) — Date of 8-K filing

FAQ

Key Financial Figures

• $0.19 — ember 29, 2023, which was approximately $0.19 per share, and (ii)the intraday VWAP on
• $3.5m — a total purchase price of approximately $3.5million, based on an estimated purchase p
• $0.17 — based on an estimated purchase price of $0.17 per unit. The warrants to be issued to
• $0.21 — five-year term and an exercise price of $0.21 per share. The warrants will be exercis
• $1.5 million — in an aggregate principal reduction of $1.5 million. The new note was exchanged concurrentl

Filing Documents

• cydy-20240322x8k.htm (8-K) — 34KB
• 0001558370-24-004282.txt ( ) — 160KB
• cydy-20240322.xsd (EX-101.SCH) — 3KB
• cydy-20240322_lab.xml (EX-101.LAB) — 17KB
• cydy-20240322_pre.xml (EX-101.PRE) — 12KB
• cydy-20240322x8k_htm.xml (XML) — 4KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. CytoDyn Inc. (the "Company") is providing this disclosure because as of March 22, 2024, its unregistered sales of equity securities that had not been reported previously, in the aggregate, exceeded 5% of the shares of its common stock outstanding as of December 31, 2023. Private Placement of Common Stock and Warrants through Placement Agent From January through March 2024, the Company continued an offering to accredited investors of units through a placement agent that commenced in December 2023. Each unit consisted of one share of common stock and one warrant to purchase one share of common stock. The purchase price per unit will be equal to 90% of the lower of (i)the intraday volume weighted average price ("VWAP") of the common stock as of the first closing in the offering on December 29, 2023, which was approximately $0.19 per share, and (ii)the intraday VWAP on the date of the final closing, which has not yet occurred. During the period from January 17, 2024 through March 22, 2024, the Company received binding subscription agreements to purchase an estimated total of approximately 20.6million units at a total purchase price of approximately $3.5million, based on an estimated purchase price of $0.17 per unit. The warrants to be issued to investors in the offering will be fully exercisable and will have a five-year term and an exercise price of $0.21 per share. The warrants will be exercisable in full when issued. Other than as described above, the terms of the warrants will be substantially similar to the form of warrant filed as Exhibit4.1 to the Company's Current Report on Form8-K filed with the SEC on September7, 2021. As a fee to the placement agent in the offering, the Company has agreed to pay a cash fee equal to 13% of the gross proceeds received from qualified investors. The Company has also agreed to issue to the placement agent or its designees warrants with a 10-year term to purchase 15% of the

View Full Filing

View this 8-K filing on SEC EDGAR