Entry into a Material Definitive Agreement.
On October 3, 2019, CytoDyn Inc. (the Company) entered into Subscription Agreements (the Subscription Agreements) with certain
investors (the Investors) for the sale by the Company of 1,382,500 shares (the Common Shares) of the Companys common stock, par value $0.001 per share (the Common Stock), in a registered direct offering
(the Offering). The Investors in the Offering also received warrants to purchase 691,250 shares of Common Stock (the Warrants). Each share of Common Stock was sold together with one half of one Warrant to purchase one
share of Common Stock for a combined purchase price of $0.40. The Company did not engage any Placement Agent in the Offering.
The aggregate gross
proceeds for the sale of the Common Shares and Warrants will be approximately $0.6 million. Subject to certain ownership limitations, the Warrants will be exercisable commencing on the issuance date at an exercise price equal to $0.45 per share
of Common Stock, subject to adjustments as provided under the terms of the Warrants. The Warrants are exercisable for five years from the date of issuance. The closing of the sales of these securities under the Subscription Agreements is expected to
occur on or about October 3, 2019.
The net proceeds to the Company from the transactions, after deducting the Companys estimated offering
expenses and excluding the proceeds, if any, from the exercise of the Warrants, are expected to be approximately $0.6 million. The Company intends to use the net proceeds from the transactions to fund clinical trials for its lead product
candidate and for general corporate purposes.
The securities sold in the Offering were offered and sold by the Company pursuant to an effective shelf
registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission (the SEC) on February 23, 2018 and subsequently declared effective on
March 7, 2018 (File No. 333-223195) (the Registration Statement), and the base prospectus dated as of March 7, 2018 contained therein. The Company will file a prospectus supplement
with the SEC in connection with the sale of the securities.
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 forms of the Subscription Agreements are
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