SEC Form 4 · accession 0001209191-15-056911

CytoDyn Inc. · CYDY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Carl Dockery

Director · 10% Owner

Period of report

Jun 24, 2015

Accepted (ET)

Jun 26, 2015 · 6:20 pm EDT

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 Stock^F1,F2	Jun 24, 2015	C	2,999,086	$0.675	A	5,235,629	I	See Footnote
Common Stock^F3,F2	Jun 24, 2015	C	2,238,880	$0.675	A	7,474,509	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Convertible Promissory Note^F5,F2,F4	$0.675	Jun 24, 2015	C	—	D	Sep 26, 2014	Sep 26, 2016	Common Stock	2,999,086	0	I
Convertible Promissory Note^F5,F2,F4,F6	$0.675	Jun 24, 2015	C	—	D	Feb 6, 2015	Aug 5, 2015	Common Stock	2,238,880	0	I
Warrants to Purchase Common Stock^F2	$0.675	Jun 24, 2015	P	1,000,000	A	Jun 24, 2015	Jun 24, 2020	Common Stock	1,000,000	1,000,000	I

Explanation of responses

F1Of such shares of Common Stock, Alpha Venture Capital Partners, L.P. ("AVCP") directly owned 5,004,860 shares and Alpha Venture Capital Fund, L.P. ("AVCF") directly owned 230,769 shares. The total reported for AVCP reflects interest payments made by CytoDyn Inc. (the "Company") in the form of additional shares of Common Stock on May 5, 2015 (104,153 shares) and June 5, 2015 (36,690 shares).
F2The reporting person is the sole member of Alpha Advisors, LLC, the investment advisor for AVCP and 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.
F3Of such shares of Common Stock, AVCP directly owned 7,243,740 shares and AVCF directly owned 230,769 shares.
F4At issuance, the conversion price of each Convertible Promissory 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 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 was reduced to $0.675 per share, or 90% of the deemed issuance price of $0.75 per share in the Offering.
F5Amount reported herein reflects both the $2.0 and $1.5 million in principal amount outstanding under each Convertible Note, as well as accrued and unpaid interest of $24,383.33 and $11,243.82 respectively.
F6At issuance, the Convertible Promissory 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.