As filed with the Securities and Exchange Commission on December 21, 2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CYTODYN INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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83-1887078
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1111 Main Street, Suite 660
Vancouver, Washington 98660
(360)
980-8524
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Nader Z. Pourhassan, Ph.D.
President and Chief Executive Officer
CytoDyn Inc.
1111 Main
Street, Suite 660
Vancouver, Washington 98660
Telephone:
(360) 980-8524
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to the agent for service, to:
Michael J. Lerner, Esq.
Steven M. Skolnick, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Tel:
(212) 262-6700
Approximate date of commencement of proposed sale to the public
: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company,
and emerging growth company in Rule
12b-2
of the Exchange Act. ☐
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Large accelerated filer:
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☐
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Accelerated filer:
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☒
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Non-accelerated filer:
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☐
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Smaller reporting company:
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☒
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Emerging growth company:
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act ☐
CALCULATION
OF REGISTRATION FEE
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Title of each class of
securities to be registered(1)
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Amount
to be
registered
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, par value $0.001 per share
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101,909,672(1) (2)
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$0.50 (3)
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$50,954,836 (3)
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$6,175.72
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(1)
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As described in greater detail in the prospectus contained in this registration statement, the shares of common
stock to be offered for resale by selling stockholders include (i) 27,000,000 shares of common stock issued to the selling stockholders in connection with the acquisition of substantially all of the assets of ProstaGene LLC, (ii) 46,975,170 shares
of common stock issued to the selling stockholders in connection with private transactions, (iii) 23,487,585 shares of common stock underlying warrants to purchase common stock issued to the selling stockholders in connection with private
transactions, and (iv) 4,446,917 shares of common stock underlying warrants issued to Paulson Investment Company, LLC in its role as Placement Agent in certain private transactions.
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(2)
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Pursuant to Rule 416 under the Securities Act, this registration statement covers an indeterminate number of
shares that may be issued upon stock splits, stock dividends or similar transactions.
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(3)
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Estimated in accordance with Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose
of calculating the registration fee, based on the average of the high and low prices of shares of the registrants common stock reported on the OTCQB of OTC Markets Group, Inc. On December 20, 2018, a date within five business days prior
to the initial filing of this registration statement on December 21, 2018.
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The registrant hereby amends
this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.