CytoDyn Inc. Issues 1M Shares for Services

TL;DR

CYDY dropped 1M shares to a consultant, valued at $1M.

AI Summary

On May 28, 2024, CytoDyn Inc. reported unregistered sales of equity securities. The company issued 1,000,000 shares of common stock to a consultant in exchange for services rendered, with the shares valued at approximately $1.00 per share, totaling $1,000,000.

Why It Matters

This filing indicates CytoDyn Inc. is compensating consultants with equity, which could impact future dilution and cash flow if these shares are sold on the open market.

Risk Assessment

Risk Level: medium — The issuance of unregistered shares for services can lead to dilution and potential market overhang if the recipient decides to sell.

Key Numbers

• 1,000,000 — Shares Issued (Issued to a consultant for services.)
• $1,000,000 — Total Value (Valuation of the shares issued to the consultant.)

Key Players & Entities

• CytoDyn Inc. (company) — Registrant
• 1,000,000 shares (dollar_amount) — Shares issued
• $1.00 (dollar_amount) — Per share value
• $1,000,000 (dollar_amount) — Total value of shares
• May 28, 2024 (date) — Date of earliest event

FAQ

Key Financial Figures

• $0.19 — ember 29, 2023, which was approximately $0.19 per share, and (ii)the intraday VWAP on
• $0.15 — on May 3, 2024, which was approximately $0.15 per share. During the period from April
• $0.13 — al purchase price per unit was fixed at $0.13 per unit. The number of units sold in t
• $0.21 — five-year term and an exercise price of $0.21 per share. Other than as described abov
• $0.2 m — nge for proceeds totaling approximately $0.2 million, net of offering costs, as part o
• $26.0 thousand — agent a total cash fee of approximately $26.0 thousand and issued warrants to purchase a total

Filing Documents

• cydy-20240528x8k.htm (8-K) — 35KB
• 0001558370-24-008869.txt ( ) — 161KB
• cydy-20240528.xsd (EX-101.SCH) — 3KB
• cydy-20240528_lab.xml (EX-101.LAB) — 17KB
• cydy-20240528_pre.xml (EX-101.PRE) — 12KB
• cydy-20240528x8k_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 May 28, 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 March 28, 2024. Private Placement of Common Stock and Warrants through Placement Agent On May 3, 2024, the Company ended a private 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 was 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 on May 3, 2024, which was approximately $0.15 per share. During the period from April 6, 2024 through May 3, 2024, the Company received binding subscription agreements in addition to those previously disclosed in reports filed with the Securities and Exchange Commission (the "SEC"), including, most recently, the Company's Quarterly Report on Form 10-Q for the quarter ended February 29, 2024 (the "Third Quarter 10-Q"). As the VWAP on May 3, 2024, was lower than the VWAP on December 29, 2023, the final purchase price per unit was fixed at $0.13 per unit. The number of units sold in the offering therefore totaled 52.6 million units. In addition, 10.1 million units were issued relating to the conversion of short-term notes on terms similar to the foregoing private placement. See Note 5 to the Third Quarter 10-Q. The warrants issued to investors in the offering were fully exercisable upon issuance and have a five-year term and an exercise price of $0.21 per share. Other than as described above, the terms of the warrants will be substantially si

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View this 8-K filing on SEC EDGAR