SEC Form 4/A · accession 0000899243-15-001251
CytoDyn Inc. · CYDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Carl Dockery
Director · 10% Owner
Period of report
Jun 24, 2015
Accepted (ET)
Jul 15, 2015 · 5:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001175680
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Promissory NoteF1,F3,F5,F2,F4 | $0.675 | Jun 24, 2015 | C | 1,511,244 | D | Apr 30, 2015 | Aug 5, 2015 | Common Stock | 2,238,880 | 0 | I |
Explanation of responses
- F1The Convertible Promissory Note (the "2015 Note") was originally issued on February 6, 2015, and was immediately convertible. On April 30, 2015, the 2015 Note was amended to provide for the payment of interest accrued on the 2015 Note, at Alpha Venture Capital Partners, L.P.'s ("AVCP") option, either in cash or shares of Common Stock, the latter at a price of $0.50 per share (the "Note Amendment"). The Note Amendment resulted in the cancellation of the "old" Convertible Promissory Note on April 30, 2015 and the acquisition of a new one on that date. Accordingly, this amendment is being filed to reflect the change in the date the 2015 Note became convertible (i.e., from February 6, 2015 to April 30, 2015) as a result of the deemed disposition of the original 2015 Note and the acquisition of a new 2015 Note on April 30, 2015.
- F2At issuance, the conversion price of the 2015 Note was $1.00 per share, subject to reduction to a price per share that is 10% below the lowest sale price that is below $.9444 per share, for shares of Common Stock sold or deemed sold in subsequent securities offerings by CytoDyn Inc. (the "Company"). On April 30, 2015, the Company concluded a subsequent securities offering pursuant to which shares of Common Stock were deemed to be sold at a price of $0.75 per share (the "Offering"). As a result of the Offering, the conversion price of the 2015 Note was reduced to $0.675 per share, or 90% of the deemed issuance price of $0.75 per share in the Offering.
- F3Amount reported herein reflects the $1.5 million in principal amount outstanding under the 2015 Note, as well as $11,243.82 in unpaid interest accrued under the 2015 Note through June 23, 2015, the day prior to the date AVCP exercised its right to convert all indebtedness under the 2015 Note into shares of Common Stock at a conversion price of $0.675 per share.
- F4At issuance, the 2015 Note was scheduled to mature on May 5, 2015, subject to a one-time option exercisable by the Company to extend the maturity date to August 5, 2015 (the "Option"). The Company exercised the Option on April 1, 2015.
- F5The reporting person is the sole member of Alpha Advisors, LLC ("Alpha Advisors"), the investment advisor for AVCP and Alpha Venture Capital Fund, L.P. ("AVCF"), and the managing member of Alpha Venture Capital Management, LLC, the general partner of AVCP and AVCF. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest in such securities.