SEC Form 4 · accession 0000899243-17-016914
CytoDyn Inc. · CYDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Anthony Caracciolo
Officer — Executive Chairman · Director
Period of report
Jun 19, 2017
Accepted (ET)
Jun 21, 2017 · 9:30 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF2,F1 | $1.00 | Jun 19, 2017 | A | 666,666 | A | May 31, 2017 | May 31, 2022 | Common Stock | 666,666 | 666,666 | I |
| WarrantsF2 | $1.35 | Jun 19, 2017 | D | 333,333 | A | May 31, 2017 | May 31, 2022 | Common Stock | 333,333 | 333,333 | I |
Explanation of responses
- F1Subject to adjustment in the event of certain stock split or reverse stock split recapitalizations.
- F2As part of a private offering to accredited investors, on May 31, 2017, the reporting person purchased from the issuer for a combined price of $1.0 million (i) a $1.0 million convertible promissory note, bearing interest at 7.0% annually, which is convertible into shares of the issuer's common stock at an initial conversion price of $0.75 per share, and (ii) a warrant covering 25% of the number of shares underlying the convertible promissory note, with an exercise price of $1.35 per share. Effective June 19, 2017, the issuer amended the terms of the offering to increase the warrant coverage from 25% to 50% and to decrease the warrant exercise price from $1.35 to $1.00. As reflected in this Form 4, the issuer applied such amended terms retroactively to all warrants previously purchased in the offering.