SEC Form 4 · accession 0000899243-18-029500
CytoDyn Inc. · CYDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Pestell M.D.
Officer — Chief Medical Officer · Director
Period of report
Nov 16, 2018
Accepted (ET)
Nov 20, 2018 · 6:36 pm 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 | 8,342,000 | $0.5696 | A | 8,342,000 | D | |
| Common StockF1,F3 | Nov 16, 2018 | A | 12,782,440 | $0.5696 | A | 21,124,440 | I | By ProstaGene, LLC |
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)F4 | $0.551 | Nov 16, 2018 | A | 350,000 | A | — | Nov 16, 2028 | Common Stock | 350,000 | 350,000 | D |
Explanation of responses
- F1On November 16, 2018, CytoDyn Inc. (the "Company") completed its acquisition (the "Acquisition") of substantially all the assets and certain liabilities of ProstaGene, LLC ("ProstaGene"). As consideration for the Acquisition, the Company issued to ProstaGene an aggregate of 27,000,000 shares of common stock, valued at $0.5696 per share, based upon the closing share price as of November 15, 2018.
- F2Of the shares of common stock issued to ProstaGene on the closing date, 8,342,000 shares were further distributed to Dr. Richard G. Pestell immediately upon the closing. Such shares are subject to certain transfer restrictions and forfeiture obligations, as specified in the agreements relating to the Acquisition, vesting ratably each year over three years subject to certain continuing employment obligations of Dr. Pestell to the Company.
- F3As of the closing date, Dr. Pestell held an indirect interest in (i) 8,611,427 of 13,258,000 shares of common stock issued to ProstaGene on the closing date for further distribution to its members following the closing, and (ii) 4,171,013 of 5,400,000 shares of common stock held in escrow for the benefit of ProstaGene and its members, vesting ratably every six months over eighteen months, which are subject to forfeiture to satisfy certain indemnity obligations of ProstaGene to the Company. Dr. Pestell disclaims beneficial ownership of any shares held by or for the benefit of ProstaGene, except to the extent of his pecuniary interest therein.
- F4The options vest in three equal annual installments commencing on November 16, 2019.