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SEC Filing Alert for CytoDyn Inc.
http://ir.cytodyn.com/all-sec-filings/content/0001193125-17-228559/d424702d8k.htm
SEC Filing Alert
PRE 14A: Preliminary proxy statement not related to a contested matter or merger/acquisition
http://ir.cytodyn.com/all-sec-filings/content/0001193125-17-225339/d423023dpre14a.htm
SEC Filing Alert for CytoDyn Inc - Form 8K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2017
CytoDyn Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
000-49908
(SEC File Number)
75-3056237
(IRS Employer Identification No.)
1111 Main Street, Suite 660
Vancouver, Washington
98660
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (360) 980-8524
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
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 13(a) of the Exchange Act. ?
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 30, 2017, CytoDyn Inc. (the “Company”) sold approximately $1.2 million in aggregate principal amount of unsecured convertible promissory notes (the “Notes”) and related warrants (the “Warrants”) to purchase common stock of the Company (the “Common Stock”) in private placements (the “June 30 Placement”) to various accredited investors, pursuant to subscription agreements entered into with each (collectively, the “Subscription Agreements”), in exchange for cash in an equal amount. The proceeds of the June 30 Placement is anticipated to be used for general working capital and to fund clinical trials.
The terms of the June 30 Placement and of the Notes and the Warrants are identical to those of the private placements that occurred on June 19 and 20, 2017 (the “Initial June Placements”), as described in the Form 8-K filed with the Securities and Exchange Commission on June 22, 2017 (the “Prior 8-K”) and (solely with respect to the terms of the Notes and not the Warrants) the Form 8-K filed with the Securities and Exchange Commission on June 2, 2017, each of which is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
June 30 Placement
In the June 30 Placement, the Company sold approximately $1.2 million in aggregate principal amount of Notes and related Warrants to various accredited investors. The principal amount of the Notes plus unpaid accrued interest at an annual rate of 7.0% is convertible at the election of the holders into shares of Common Stock at any time prior to maturity, at an initial conversion price of $0.75 per share, with an aggregate of 1,651,331 shares of the Company’s Common Stock initially underlying the Notes.
As part of the investment in the Notes, the Company also issued Warrants exercisable for 50% of the shares into which the Notes are convertible, with Warrants for an aggregate of 825,662 shares of Common Stock issued in the June 30 Placement. The Warrants are exercisable at a price of $1.00 per share. The Warrants are currently exercisable in full and will expire five years from the date of issuance.
As described in the Prior 8-K, the Subscription Agreements contain certain “piggyback” registration rights relating to resales of shares of Common Stock underlying the Notes and the Warrants. In addition, the Company has engaged a placement agent to assist with identifying certain investors to participate in the offering of its Notes and Warrants, the terms of which engagement are also described in the Prior 8-K and incorporated herein by reference. In connection with the June 30 Placement, the placement agent is entitled to Placement Agent Warrants for 132,102 shares of Common Stock and a cash fee of $111,465.
Each of the investors in the June 30 Placement and the placement agent has represented to the Company that it is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act in connection with the issuance of the Note, the Warrants and the Placement Agent Warrants.
The foregoing description of the Notes, the Warrants, the Placement Agent Warrants and the June 30 Placement is qualified in its entirety by reference to the full text of the Notes, the Warrants, the Placement Agent Warrants and the Subscription Agreements, which are included as Exhibits 4.1, 4.2, 4.3 and 10.1, respectively, and are incorporated herein by reference.
Warrant Exercises
On June 30, 2017, the Company issued an aggregate of 3,295,000 shares of Common Stock, upon the exercise by investors of certain outstanding warrants at $0.50 per share, for aggregate gross proceeds of approximately $1.6 million.
The warrants previously had an exercise price of $1.00 and were scheduled to expire on May 31, 2017. As an inducement to exercise the warrants prior to their expiration, and in exchange for the release by such investors of certain claims, the Company entered into agreements with such investors to reduce the exercise price to $0.50 per share and to extend the expiration date to June 30, 2017.
The Company relied upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act in connection with the foregoing transactions.
Item 9.01. Financial Statem
Piece of Sh__
• CytoDyn (OTCQB:CYDY) reports that, on June 19 and 20, it issued $1.7M aggregate principal amount of unsecured convertible promissory notes to accredited investors.
• The notes bear annual interest of 7.0% and are convertible into common shares at any time at $0.75 per share (total of 2,266,665 shares). Investors also received five-year warrants to purchase up to 1,133,332 shares of common at $1.00 per share.
• The placement agent received five-year warrants to purchase 8% of the number of shares underlying the notes at $0.825 per share and a cash fee equal to 9% of the gross proceeds received by the company in addition to other consideration.
• Proceeds will fund working capital and clinical trials.
CytoDyn raises $1.7M via private placement of convertible debt http://www.seekingalpha.com/news/3274975
Just the fact that you know 3 is a good thing. Thanks for your contributions to this board .
Lol...that is funny.
Great...thank you so much. I will keep my fingers crossed. I am patiently holding a significant amount of shares here and looking forward to good news for both myself and those who will benefit from the medicine! Your knowledge in interpreting the press release helps me greatly because I am a finance guy I have no clue when it come to medical jargons.
Thanks so much. There is so much fake news on this board it is great to hear from a trusted source (as related to the trial)
Misiu can you translate this to English please....
Pears why are you so bent on getting your point across? If you don't believe in the company and the science why can't you just move on? Now do you understand why everyone on this board have no respect for your opinion and believe you have an ulterior motive?
Ok thanks for clearing that up. Glad to see you back on the board...
Misiu did the FDA reduce mono to 100? I haven't been following lately. Tried to read everything back but may have missed it.
Rotfl
SEC Filing Alert:
3: Initial statement of beneficial ownership of securities
4: Statement of changes in beneficial ownership of securities
http://ir.cytodyn.com/all-sec-filings/content/0000899243-17-010063/form3.html
http://ir.cytodyn.com/all-sec-filings/content/0000899243-17-010064/form4.html
Why couldn't it be the other way around???
Good luck with that president wish...
Well that confirms what Saltz said in his previous post. He spoke to some1 and they said a CC will be sometime in April which wud make it a month away...so maybe the Sheik is correct.
The "golden quarter" ends March 31st.
Grip-
Read Saltz's post 12759:
"I spoke with Tracie Melchior at Cytodyn this morning. She is a soft spoken pleasant woman that is in the know but obviously tight lipped because she would like to keep her job and stay out of jail.
This is what she could tell me. The next conference call is tentatively scheduled for the third week in April. The addition of Anthony C has been a big plus and he is working around the clock...on what she would not tell me. I think we all have a short list of what that should be. Nader and Anthony C understand and want what everyone here on this board understands and wants and a whole lot more. The FDA is a complex animal and they are not in control - the FDA is, and Anthony C's job is utilize his experience and play the game precisely."
No one really cares...
Shane I am not worried, and mark you I only own a fraction of the shares you own. Don't think u shud worry either. Stockholders and those suffering from this horrible disease will be happy very soon....
Shane all is well? Hope you didn't give up on this nugget.
Misiu is this the same one u said was written on March 1st?
https://www.networknewswire.com/networknewsbreaks/networknewsbreaks-cytodyn-inc-s-cydy-pro-140-demonstrates-considerable-potential-hiv-treatment/
This was copied from my investment acct:
Question for you. What prompted you to buy in if you don't know what the company is all about?
"Halitron, Inc. is an equity investment holding company. The Company is focused on implementing an acquisition roll-up model of acquiring high growth sales and marketing businesses. The Company is structured with two Strategic Business Units: Sales & Marketing Division and a Manufacturing Division. It is focused on acquisition targets that provide sales, marketing, and manufacturing services and products. The Company's portfolio holding include CinchSigns, NDG Holdings, Inc., Teknik Digital Arts, Inc. and Archival Museum Supplies. The Company has two footprints; one in Newtown, Connecticut, that houses sales, marketing, finance, and second location in San Diego, California, which is the distribution point for products, which are primarily made in and around Tijuana, Mexico. The Company is focused on acquiring bankrupt, distressed or insolvent companies where it can acquire the business inexpensively and then roll the assets into its infrastructure."
What was the cut off date?
I was thinking the same thing...multiple personalities ...lol
So I can delete all of pears post...lol
WallStreet u r listed as a moderator...
JOG77 I read it the same way you did but we shud just accept what he said last as fact. Nothing gained trying to prove he misrepresented. I take it English is not his first language and that makes it difficult sometimes.
Wow it's that bad...lol
MJBiotech how do one participate?
Chump: Because posters often refer to Misiu as he/she and I was curious. Do you have a problem with that? The question was to Misiu who I respect and is always defending so I don't see why u wud be offended!
WallStreet they will need an interpreter for your post...lol
Thank you for clearing that up...I'll only read trusted sources from now on.
Misiu can you please comment on fred1984 post? I think most of what he is saying is in contrast to what you explained to us in your previous post.
I don't know but I'm doing some DD on this stock and saw that...thought you wud get a good laugh. Looking to invest a small amt tomorrow...
Wow! It never ends!