Statement of Changes in Beneficial Ownership (4)
May 10 2019 - 5:28PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Klump Michael A
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2. Issuer Name
and
Ticker or Trading Symbol
CytoDyn Inc.
[
CYDY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1111 MAIN STREET, SUITE 660
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/8/2019
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(Street)
VANCOUVER, WA 98660
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/8/2019
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M
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1000000
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A
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$0.40
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8034520
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I
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See Footnote
(1)
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Common Stock
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5/8/2019
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M
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1933333
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A
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$0.40
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9967853
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I
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See Footnote
(1)
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Common Stock
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5/8/2019
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M
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500000
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A
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$0.30
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10467853
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I
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See Footnote
(1)
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Common Stock
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5/8/2019
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M
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66667
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A
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$0.40
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66667
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I
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By the Klump Children's Gift Trust
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Common Stock
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5/8/2019
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M
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125000
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A
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$0.40
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125000
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D
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Common Stock
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5/8/2019
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A
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1716666
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A
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(2)
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12184519
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I
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See Footnote
(1)
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Common Stock
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5/8/2019
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A
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33333
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A
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(2)
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100000
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I
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By the Klump Children's Gift Trust
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Common Stock
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5/8/2019
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A
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62500
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A
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(2)
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187500
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant (Right to Buy)
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$0.75
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5/8/2019
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D
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1000000
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2/16/2018
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2/16/2023
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Common Stock
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1000000
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(2)
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0
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I
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See Footnote
(1)
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Warrant (Right to Buy)
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$0.40
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5/8/2019
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A
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1000000
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2/16/2018
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2/16/2023
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Common Stock
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1000000
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(2)
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1000000
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I
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See Footnote
(1)
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Warrant (Right to Buy)
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$0.40
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5/8/2019
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M
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1000000
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2/16/2018
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2/16/2023
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Common Stock
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1000000
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$0.00
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0
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I
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See Footnote
(1)
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Warrant (Right to Buy)
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$1.00
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5/8/2019
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D
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1933333
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12/12/2016
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12/12/2021
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Common Stock
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1933333
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(2)
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0
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I
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See Footnote
(1)
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Warrant (Right to Buy)
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$0.40
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5/8/2019
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A
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1933333
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12/12/2016
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12/12/2021
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Common Stock
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1933333
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(2)
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1933333
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I
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See Footnote
(1)
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Warrant (Right to Buy)
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$0.40
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5/8/2019
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M
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1933333
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12/12/2016
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12/12/2021
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Common Stock
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1933333
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$0.00
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0
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I
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See Footnote
(1)
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Warrant (Right to Buy)
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$0.30
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5/8/2019
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M
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500000
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1/8/2019
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1/8/2024
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Common Stock
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500000
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$0.00
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0
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I
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See Footnote
(1)
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Warrant (Right to Buy)
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$1.00
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5/8/2019
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D
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66667
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12/12/2016
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12/12/2021
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Common Stock
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66667
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(2)
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0
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I
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By the Klump Children's Gift Trust
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Warrant (Right to Buy)
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$0.40
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5/8/2019
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A
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66667
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12/12/2016
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12/12/2021
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Common Stock
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66667
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(2)
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66667
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I
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By the Klump Children's Gift Trust
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Warrant (Right to Buy)
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$0.40
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5/8/2019
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M
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66667
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12/12/2016
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12/12/2021
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Common Stock
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66667
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$0.00
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0
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I
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By the Klump Children's Gift Trust
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Warrant (Right to Buy)
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$1.35
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5/8/2019
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D
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125000
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4/26/2016
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4/26/2021
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Common Stock
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125000
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(2)
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0
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D
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Warrant (Right to Buy)
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$0.40
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5/8/2019
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A
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125000
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4/26/2016
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4/26/2021
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Common Stock
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125000
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(2)
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125000
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D
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Warrant (Right to Buy)
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$0.40
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5/8/2019
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M
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125000
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4/26/2016
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4/26/2021
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Common Stock
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125000
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$0.00
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0
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D
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Explanation of Responses:
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(1)
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The reported securities of CytoDyn Inc. (the "Company") are held by Argonne Trading, LLC, a Georgia limited liability company ("Argonne Trading"). Argonne Capital Group, LLC, a Georgia limited liability company ("Argonne Capital"), is the sole member of Argonne Trading. Michael A. Klump is Manager, President and Chief Executive Officer of Argonne Capital. Mr. Klump disclaims beneficial ownership of the securities held by Argonne Trading, except to the extent of his pecuniary interest therein.
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(2)
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On May 8, 2019, the Company entered into Warrant Exercise Agreements with Mr. Klump, Argonne Capital and the Klump Children's Gift Trust, among other non-affiliated investors, pursuant to which, as an inducement to immediately exercise certain warrants (the "Warrants") to purchase shares of the Company's common stock, par value $0.001 per share ("Common Stock") beneficially owned by Mr. Klump, the Company (i) reduced the exercise price of such Warrants to $0.40 (if lower than the existing exercise price) and (ii) agreed to issue an additional one-half share of Common Stock for each share of Common Stock underlying the Warrants.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Klump Michael A
1111 MAIN STREET, SUITE 660
VANCOUVER, WA 98660
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X
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Signatures
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/s/ Michael D. Mulholland, as attorney-in-fact
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5/10/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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