SEC Form 4 · accession 0000899243-18-029261
CytoDyn Inc. · CYDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nader Pourhassan
Officer — President and CEO · Director
Period of report
Nov 16, 2018
Accepted (ET)
Nov 19, 2018 · 8:03 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001175680
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 16, 2018 | A | 161,489 | — | A | 161,489 | D | |
| Common StockF1,F2 | Nov 16, 2018 | A | 15,750 | — | A | 15,750 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F1,F2 | $0.64 | Nov 16, 2018 | A | 200,000 | A | May 29, 2018 | May 29, 2019 | Common Stock | 200,000 | 200,000 | D |
| Stock Options (right to buy)F1,F2 | $2.00 | Nov 16, 2018 | A | 500,000 | A | Jul 31, 2015 | Jul 31, 2021 | Common Stock | 500,000 | 500,000 | D |
| Stock Options (right to buy)F1,F2 | $2.75 | Nov 16, 2018 | A | 54,545 | A | Mar 23, 2012 | Mar 23, 2022 | Common Stock | 54,545 | 54,545 | D |
| Stock Options (right to buy)F1,F2 | $0.90 | Nov 16, 2018 | A | 200,000 | A | Jun 30, 2018 | Jun 30, 2025 | Common Stock | 200,000 | 200,000 | D |
| Stock Options (right to buy)F1,F2,F3 | $0.87 | Nov 16, 2018 | A | 650,000 | A | — | Nov 23, 2025 | Common Stock | 650,000 | 650,000 | D |
| Stock Options (right to buy)F1,F2,F3 | $0.75 | Nov 16, 2018 | A | 304,000 | A | — | Jan 4, 2026 | Common Stock | 304,000 | 304,000 | D |
| Stock Options (right to buy)F1,F2,F4 | $1.09 | Nov 16, 2018 | A | 600,000 | A | — | Jun 1, 2026 | Common Stock | 600,000 | 600,000 | D |
| Stock Options (right to buy)F1,F2,F5 | $0.57 | Nov 16, 2018 | A | 300,000 | A | — | Jun 1, 2027 | Common Stock | 300,000 | 300,000 | D |
| Stock Options (right to buy)F1,F2 | $0.80 | Nov 16, 2018 | A | 600,000 | A | May 31, 2017 | Feb 15, 2023 | Common Stock | 600,000 | 600,000 | D |
| Stock Options (right to buy)F1,F2,F6 | $0.49 | Nov 16, 2018 | A | 350,000 | A | — | Jun 8, 2028 | Common Stock | 350,000 | 350,000 | D |
| Stock Options (right to buy)F1,F2,F7 | $0.565 | Nov 16, 2018 | A | 1,000,000 | A | — | Nov 8, 2028 | Common Stock | 1,000,000 | 1,000,000 | D |
Explanation of responses
- F1On November 16, 2018, CytoDyn Inc. completed a holding company reorganization in which CytoDyn Inc. ("Old CytoDyn") merged with and into a wholly-owned subsidiary of Point NewCo Inc. (which has been renamed CytoDyn Inc.) ("New CytoDyn") with Old CytoDyn continuing as the surviving corporation and as a wholly-owned subsidiary of New CytoDyn (the "Holding Company Reorganization"). In the Holding Company Reorganization, each outstanding share of Old CytoDyn capital stock (including common stock and Series B preferred stock) was disposed of in exchange for an equivalent share of New CytoDyn capital stock, and each Old CytoDyn warrant, convertible promissory note and stock option was converted into an equivalent right to purchase New CytoDyn common stock.
- F2In connection with the transactions consummated on November 16, 2018, immediately after the effective time of the Holding Company Reorganization, New CytoDyn issued to ProstaGene, LLC 27,000,000 newly issued shares of New CytoDyn common stock (representing approximately 6.5% of the total number of outstanding shares of New CytoDyn common stock, after giving effect to such issuance).
- F3The options (including predecessor options) vest upon the achievement of certain strategic milestones specified in the award agreement.
- F4The options (including predecessor options) vest in three equal annual installments commencing on June 1, 2017.
- F5The options (including predecessor options) vest in three equal annual installments commencing on June 1, 2018.
- F6The options vest in three equal annual installments commencing on June 1, 2019.
- F750% of the options were fully vested and exercisable as of their issuance date, and 50% of the options vest on April 8, 2019.