CytoDyn Inc. Files Additional Proxy Materials

TL;DR

CYDY dropped more proxy docs, shareholders need to pay attention.

AI Summary

CytoDyn Inc. filed a Definitive Additional Materials proxy statement on November 3, 2025. The filing concerns matters related to the company's proxy statement, as indicated by the DEFA14A form type. The company is incorporated in Delaware and its fiscal year ends on May 31.

Why It Matters

This filing provides additional information to shareholders regarding matters to be voted on at the company's upcoming meeting, impacting corporate governance and strategic decisions.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement update and does not contain new financial information or significant corporate actions that would immediately impact stock price.

Key Players & Entities

• CytoDyn Inc. (company) — Registrant
• 0001104659-25-105666.txt (document) — Filing identifier
• 20251103 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — , shares of the Company's common stock, $0.001 par value per share ("Common Stock").
• $30,000,000 — ville be required to purchase more than $30,000,000 of shares of Common Stock in the aggreg
• $25,000 — ille a structuring fee in the amount of $25,000; and (ii) will pay a commitment fee in
• $30 million — shall purchase from the Company, up to $30 million of the Company's shares of common stock

Filing Documents

• cydy-20251103xdefa14a.htm (DEFA14A) — 372KB
• cydy-20251103xdefa14a_d001.jpg (GRAPHIC) — 5KB
• 0001104659-25-105666.txt ( ) — 380KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 3, 2025, CytoDyn Inc. (the "Company") entered into a Standby Equity Purchase Agreement (the "Purchase Agreement") with YA II PN, Ltd., a Cayman Islands exempt limited partnership ("Yorkville"). Pursuant to and subject to the terms of the Purchase Agreement, for 36 months following the date of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Yorkville, and Yorkville is obligated to purchase from the Company, shares of the Company's common stock, $0.001 par value per share ("Common Stock"). At the Company's option, the shares of Common Stock would be purchased at 98% of the lowest daily VWAP (as defined below) during the three consecutive trading days (the "Pricing Period") commencing on the date (each, an "Advance Notice Date") the Company is deemed to have delivered a written notice to Yorkville setting forth the number of shares of Common Stock that the Company desires to issue and sell to Yorkville in accordance with the terms of the Purchase Agreement (each notice, an "Advance Notice"), subject to certain limitations. The Company, at its discretion, may also specify a minimum acceptable price per share in an Advance Notice (each issuance and sale, an "Advance"). "VWAP" means, for any trading day or specified period, the volume weighted average price of the shares of Common Stock on the principal market the Company trades on during such period, as reported by Bloomberg L.P. through its "AQR" function. While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100.0% of the average of the daily traded amount on the five consecutive trading days immediately preceding an Advance Notice. Pursuant to the Purchase Agreement, in no event is Yorkville obligated to purchase, nor may the Company issue or sell any shares of Common Stock to Yorkville under the Purchase Agreement which, when aggregated with all other shares of Common

Forward-Looking Statements

Forward-Looking Statements This Item 1.01 of this Current Report on Form 8-K contains "forward-looking" statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are largely based on the Company's current expectations about future events. Such forward-looking statements include, in particular, statements related to the issuance of shares of Common Stock pursuant to the Purchase Agreement; the anticipated benefits of the Purchase Agreement; the amounts and uses of the net proceeds received by the Company under the Purchase Agreement; and the Company's business focus and strategy. These forward-looking statements may be identified by the use of terms and phrases such as "believes", "could", "would", "potentially", "strategy", "objectives", "expects", "may", "plans", "will", and similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters and other statements regarding matters that are not historical are forward-looking statements. Investors are cautioned that these forward-looking statements relate to future events or the Company's future performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, and relating to, among other things, mechanism of action, clinical trial results, product development, market position, future operating and financial performance, and business strategy. The reader is cautioned not to rely on these statements, which are based on current expectations of future events. For important information about these statements and the Company, including the

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is incorporated herein by reference. In the Purchase Agreement, Yorkville represented to the Company, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The shares of Common Stock being issued pursuant to the Purchase Agreement (including the Commitment Shares) are being issued and sold by the Company to Yorkville in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration in part on representations made by Yorkville in the Purchase Agreement.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 3, 2025, the Company issued a press release announcing its entry into the Purchase Agreement with Yorkville. A copy of the press release is furnished herewith as Exhibit 99.1. The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished to the SEC and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act , or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Standby Equity Purchase Agreement, dated November 3, 2025, by and between CytoDyn Inc. and YA II PN, Ltd. 99.1 Press release dated November 3, 2025** 104 Cover Page Interactive Data File (formatted as inline XBRL) ** Furnished, not filed. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CYTODYN INC. Date: November 3, 2025 By /s/ Robert E. Hoffman Robert E. Hoffman Chief Financial Officer Exhibit 10.1 EXECUTION VERSION STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this " Agreement ") dated as of November 3, 2025 is made by and between YA II PN, LTD. , a Cayman Islands exempt limited company (the " Investor "), and CYTODYN INC., a company incorporated under the laws of the State of Delaware (the " Company "). The Investor and the Company may be referred to herein individually as a "Party" and collectively as the "Parties." WHEREAS , the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $30 million of the Company's shares of common stock, par value $0.001 per share (the " Common Shares "); WHEREAS , the Common Shares are listed for trading on the OTCQB tier of OTC Markets Group, Inc. under the symbol "CYDY;" WHEREAS , the offer and sale of the Common Shares issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the " Securities Act "), or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transac

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View this DEFA14A filing on SEC EDGAR