On December 18, 2018, CytoDyn Inc., a Delaware corporation (the Company), announced that it had conducted the final closings (the Final
Closings) in its round of private placements to accredited investors that commenced on August 28, 2018.
In the Final Closings, the Company
issued an aggregate of 3,258,000 shares of its common stock, par value $0.001 per share (the Common Stock), together with warrants to purchase an aggregate of 1,629,000 shares of common stock at an exercise price of $0.75 per share.
The securities were issued on identical terms to those previously reported in the Companys periodic reports relating to the other closings in the Companys round of private placements.
The Company also became obligated to issue warrants to purchase an aggregate of 325,800 shares of Common Stock, along with a cash payment of approximately
$0.2 million, as a fee to the placement agent in certain transactions in the offering. The placement agent warrants were issued on terms similar to the investor warrants described above, but with an exercise price of $0.50 per share. The placement
agent warrants provide for cashless exercise.
In the aggregate, in the round of private placements since August 28, 2018, the Company issued
46,975,170 shares of Common Stock and warrants to purchase 23,487,585 shares of Common Stock, for aggregate gross proceeds of approximately $23.5 million. The Company relied on the exemption provided by Rule 506 of Regulation D and
Section 4(a)(2) of the Securities Act of 1933, as amended, in connection with such private placements.
After giving effect to the foregoing
transactions, the number of shares of Common Stock outstanding as of December 17, 2018 was 292,667,949. As of December 17, 2018, the total number of outstanding warrants was 142,169,963, with an average weighted exercise price of $0.77 per
share.