Item 1.01
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Entry into a Material Definitive Agreement.
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On October 25, 2019 and October 29, 2019, CytoDyn Inc. (the Company), issued in private placements to accredited investors an aggregate
of 918 shares of its Series C Convertible Preferred Stock, par value $0.001 per share, with an initial stated value of $1,000 per share (the Series C Preferred Stock), together with warrants to purchase an aggregate of up to 2,295,000
shares of its common stock, par value $0.001 (Common Stock) per share, with an initial exercise price of $0.30 per share (the Series C Warrants) for aggregate gross proceeds to the Company of approximately $0.9 million
(the Series C Offering).
The shares of Series C Preferred Stock are convertible into shares of Common Stock at an initial conversion price of
$0.50 per share and will carry dividends at a rate of 10% per annum (subject to adjustment as provided in the Certificate of Designation of the Rights, Preferences, Privileges and Restrictions of the Series C Convertible Preferred Stock (the
Series C Certificate of Designation)) and have the preferences, rights and limitations set forth in the Series C Certificate of Designation, as previously reported in the Current Report on Form 8-K
filed March 20, 2019, which is incorporated herein by reference. The Series C Warrants have a five-year term and are immediately exercisable. Pursuant to the subscription agreements entered into with each of the investors (the
Subscription Agreements), the Company has agreed to use commercially reasonable efforts to prepare and file with the United States Securities and Exchange Commission within 120 days following the closing of the Series C Offering, but not
later than January 31, 2020, a registration statement under the Securities Act of 1933, as amended, covering the resale of all of the Common Stock received by the investors upon the conversion of the Series C Preferred Stock and the exercise of
the Series C Warrants.
The representations, warranties and covenants contained in the Subscription Agreements were made solely for the benefit of the
parties to the Subscription Agreements. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Subscription Agreements and not as statements of fact, and
(ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the form of the Subscription Agreement is included with this filing only
to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after
the date of the Subscription Agreements, which subsequent information may or may not be fully reflected in public disclosures.