8K out On January 28, 2021, CytoDyn Inc. (the
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Posted On: 01/29/2021 8:35:02 AM
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On January 28, 2021, CytoDyn Inc. (the “Company”) entered into Warrant Exercise Inducement Agreements (the “Exercise Agreements”) with certain
substantial holders of outstanding warrants (“Exercise Warrants”) to purchase an aggregate of 3,560,550 shares of Common Stock (the “Warrant Shares”).
The Exercise Warrants had exercise prices ranging from $0.45 to $0.75 per share and were issued in various financing transactions between November
2017 and December 2019, expiring five years from their respective dates of issuance.
Pursuant to the Exercise Agreements, as an inducement to exercise the Exercise Warrants immediately for cash, the Company and the holders agreed to
negotiated exercise prices ranging from $0.90 to $1.50 per share, and the Company agreed to issue to each Exercise Warrant holder upon exercise an
additional four-tenths of a share of Common Stock (collectively, the “Additional Shares”) for each share of Common Stock underlying the Exercise Warrants. In the aggregate, 3,560,550 shares of Common Stock, which includes the 2,543,250 Warrant Shares and 1,017,300 Additional Shares, will be
issued in these transactions for aggregate gross proceeds to the Company of approximately $2.9 million, less expenses and the cash fee payable to Paulson
Investment Company, LLC (“Paulson”), described below. Final settlements closed on January 28, 2021.
In connection with the Exercise Agreements, the Company entered into a Soliciting Agent Agreement with Paulson, pursuant to which Paulson assisted the
Company as its exclusive soliciting agent in connection with the exercise of the Exercise Warrants. Company will pay to Paulson, as compensation for the
services provided, a cash commission equal to four and one-half percent (4.5%) of the gross proceeds received by the Company from the Exercise
Agreements.
A total of 1,813,250 of the shares of Common Stock issuable upon exercise of the Warrants will be sold pursuant to the Company’s Registration Statement
on Form S-3 (File No. 333-223195), declared effective on March 7, 2018, including the prospectus supplement dated March 7, 2018 thereunder. The
remaining 1,747,300 shares issuable upon exercise of the Warrants, as well as all of the Additional Shares, will be sold to accredited investors in reliance
upon the exemption provided by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). We have
also previously filed Registration Statements on Form S-3 (File Nos. 333-223563 and 333-228991) (the “Resale Registration Statements”) to register the
resale of certain shares of common stock underlying the Exercise Warrants under the Securities Act. Holders who are named as selling stockholders in the
Resale Registration Statements may sell their Warrant Shares listed therein in accordance with the resale provisions set forth in the “Plan of Distribution”
section of the Resale Registration Statement prospectus. The Additional Shares to be issued will be “restricted securities” under the Securities Act upon
issuance to the holder.
The form of Exercise Agreement is filed as Exhibit 10.1 to this Current Report on Form8-K. The foregoing summary of the terms of the Exercise
Agreement is subject to, and qualified in its entirety by, such document, which is incorporated herein by reference.
On January 28, 2021, CytoDyn Inc. (the “Company”) entered into Warrant Exercise Inducement Agreements (the “Exercise Agreements”) with certain
substantial holders of outstanding warrants (“Exercise Warrants”) to purchase an aggregate of 3,560,550 shares of Common Stock (the “Warrant Shares”).
The Exercise Warrants had exercise prices ranging from $0.45 to $0.75 per share and were issued in various financing transactions between November
2017 and December 2019, expiring five years from their respective dates of issuance.
Pursuant to the Exercise Agreements, as an inducement to exercise the Exercise Warrants immediately for cash, the Company and the holders agreed to
negotiated exercise prices ranging from $0.90 to $1.50 per share, and the Company agreed to issue to each Exercise Warrant holder upon exercise an
additional four-tenths of a share of Common Stock (collectively, the “Additional Shares”) for each share of Common Stock underlying the Exercise Warrants. In the aggregate, 3,560,550 shares of Common Stock, which includes the 2,543,250 Warrant Shares and 1,017,300 Additional Shares, will be
issued in these transactions for aggregate gross proceeds to the Company of approximately $2.9 million, less expenses and the cash fee payable to Paulson
Investment Company, LLC (“Paulson”), described below. Final settlements closed on January 28, 2021.
In connection with the Exercise Agreements, the Company entered into a Soliciting Agent Agreement with Paulson, pursuant to which Paulson assisted the
Company as its exclusive soliciting agent in connection with the exercise of the Exercise Warrants. Company will pay to Paulson, as compensation for the
services provided, a cash commission equal to four and one-half percent (4.5%) of the gross proceeds received by the Company from the Exercise
Agreements.
A total of 1,813,250 of the shares of Common Stock issuable upon exercise of the Warrants will be sold pursuant to the Company’s Registration Statement
on Form S-3 (File No. 333-223195), declared effective on March 7, 2018, including the prospectus supplement dated March 7, 2018 thereunder. The
remaining 1,747,300 shares issuable upon exercise of the Warrants, as well as all of the Additional Shares, will be sold to accredited investors in reliance
upon the exemption provided by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). We have
also previously filed Registration Statements on Form S-3 (File Nos. 333-223563 and 333-228991) (the “Resale Registration Statements”) to register the
resale of certain shares of common stock underlying the Exercise Warrants under the Securities Act. Holders who are named as selling stockholders in the
Resale Registration Statements may sell their Warrant Shares listed therein in accordance with the resale provisions set forth in the “Plan of Distribution”
section of the Resale Registration Statement prospectus. The Additional Shares to be issued will be “restricted securities” under the Securities Act upon
issuance to the holder.
The form of Exercise Agreement is filed as Exhibit 10.1 to this Current Report on Form8-K. The foregoing summary of the terms of the Exercise
Agreement is subject to, and qualified in its entirety by, such document, which is incorporated herein by reference.
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