EXPLANATORY NOTE
This Amendment No. 16 (
Amendment No.
16
) amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission on November 24, 2017, as amended on November 27, 2017, December 6, 2017, December 7, 2017, December 15, 2017, December 21, 2017,
December 29, 2017, January 8, 2018, January 10, 2018, January 23, 2018, January 25, 2018, January 31, 2018, February 7, 2018, February 13, 2018 and February 20, 2018 (together with the exhibits thereto,
this
Schedule
TO
), relating to an offer by CytoDyn Inc. (
CytoDyn
or the
Company
) to amend and exercise certain outstanding warrants upon
the terms and subject to the conditions set forth in the Offer to Amend and Exercise Warrants to Purchase Common Stock, dated November 24, 2017 (the
Offer to Amend and Exercise
), which together with the Election to
Participate and Exercise Warrant and Notice of Withdrawal constitute the
Offering Materials
.
This Amendment No. 16 extends
the Expiration Date of the Offer to Amend and Exercise from February 28, 2018 at 5:00 p.m. (Eastern Time) to
March
23, 2018 at 5:00 p.m. (Eastern Time)
, unless further extended or terminated by the Company.
Throughout the Schedule TO, the Offer to Amend and Exercise and the other Offering Materials, all references to the Expiration Date of the Offer to Amend and Exercise are hereby amended to refer instead to March 23, 2018 at 5:00 p.m. (Eastern
Time).
As of 5:00 p.m. (Eastern Time) on February 28, 2018, 64 Original Warrants to purchase up to 1,872,255 shares of our Common Stock have been
validly tendered and not validly withdrawn in the Tender Offer.
Item 12. EXHIBITS.
The following are attached as exhibits to this Schedule TO:
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(a)
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(1)(A)*
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Letter to Holders of Original Warrants
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(1)(B)*
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Offer to Amend and Exercise Warrants to Purchase Common Stock
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(1)(C)*
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Form of Election to Participate and Exercise Warrant
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(1)(D)*
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Form of Notice of Withdrawal
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(1)(E)*
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Letter to Holders of Original Warrants dated December 15, 2017
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(1)(F)*
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Letter to Holders of Original Warrants dated December 21, 2017
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(1)(G)*
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Letter to Holders of Original Warrants dated January 25, 2018
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(1)(H)
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Letter to Holders of Original Warrants dated February 28, 2018
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(5)(A)*
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Annual Report on Form
10-K,
as amended, containing audited financial statements for the fiscal years ended May 31, 2017 and 2016 (as filed with the SEC on July 27, 2017 and
incorporated herein by reference)
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(5)(B)*
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Report on
Form 10-Q for
the quarter ended August 31, 2017 (as filed with the SEC on October 10, 2017 and incorporated herein by
reference)
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