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Item 3.02
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Unregistered Sales of Equity Securities.
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CytoDyn Inc. (the “Company”) is providing this disclosure because,
as of March 2, 2023, its unregistered sales of equity securities
that were not previously reported, in the aggregate, exceeded 5% of
the shares of its common stock outstanding as of February 28,
2023.
Private Placement of Common Stock and
Warrants through Placement Agent
On March 3, 2023, the Company concluded a private offering to
accredited investors of units through a placement agent which
commenced in January of 2023 (the “Placement Agent Offering”). Each
unit consisted of one share of common stock and one warrant to
purchase one share of common stock, at a purchase price of $0.23
per unit. From February 28 to March 3, 2023, the Company received
binding subscription agreements totaling approximately $4.9 million
to purchase a total of approximately 21.3 million units.
The warrants to be issued in the Placement Agent Offering have a
five-year term and an exercise price of $0.50 per share. The
warrants are exercisable in full when issued. Except as described
above, the terms of the warrants are substantially similar to the
form of warrant filed as Exhibit 4.1 to the Company’s Current
Report on Form 8-K filed with the SEC on September 7, 2021.
As previously disclosed on the Company’s Form 8-K filed on February
1, 2023, the Company agreed to pay a cash fee equal to 12% of the
gross proceeds received from qualified investors in the Placement
Agent Offering, and a one-time non-accountable expense fee of
$25,000 in the aggregate for all closings in the Placement Agent
Offering. It also agreed to issue to the placement agent or its
designees fully exercisable warrants with a 10-year term to
purchase 15% of the total number of shares of common stock sold to
qualified investors in the Placement Agent Offering, which equates
to approximately 10.7 million units. The warrants have an exercise
price of $0.23 per share.
The Company agreed to use commercially reasonable efforts to
prepare and file with the Securities and Exchange Commission (the
“SEC”), and cause the SEC to declare effective, a registration
statement under the Securities Act of 1933, as amended (the
“Securities Act”), covering the resale of the shares and warrants
to purchase shares of common stock issued in the Offering.
The Company relied on the exemption provided by Rule 506 of
Regulation D and Section 4(a)(2) of the Securities Act in
connection with the Placement Agent Offering.