SEC Form 4 · accession 0001618264-15-000003

CytoDyn Inc. · CYDY

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

Reporting owners

Alpha Venture Capital Partners, L.P.

10% Owner

ALPHA ADVISORS, LLC

10% Owner · Other

Period of report

Feb 6, 2015

Accepted (ET)

Jul 20, 2015 · 12:24 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^F2	May 5, 2015	P	104,153	$0.50	A	2,199,853	I	See Footnote
Common Stock^F2	Jun 5, 2015	P	36,690	$0.50	A	2,236,543	I	See Footnote
Common Stock^F2	Jun 24, 2015	C	2,999,086	$0.675	A	5,235,629	I	See Footnote
Common Stock^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^F8,F5,F6,F7	$0.675	Feb 6, 2015	P	—	A	Feb 6, 2015	Aug 5, 2015	Common Stock	2,238,880	2,238,880	I
Warrants to Purchase Common Stock^F8	$0.50	Feb 6, 2015	P	75,000	A	Feb 6, 2015	Feb 28, 2020	Common Stock	75,000	75,000	I
Convertible Promissory Note^F9,F5,F7	$0.675	Apr 30, 2015	H	—	D	Feb 6, 2015	Aug 5, 2015	Common Stock	2,238,880	0	I
Convertible Promissory Note^F9,F5,F7	$0.675	Apr 30, 2015	P	—	A	Apr 30, 2015	Aug 5, 2015	Common Stock	2,238,880	2,238,880	I
Convertible Promissory Note^F4,F5	$0.675	Jun 24, 2015	C	—	D	Sep 26, 2014	Sep 26, 2016	Common Stock	2,999,086	0	I
Convertible Promissory Note^F4,F5	$0.675	Jun 24, 2015	C	—	D	Apr 30, 2015	Aug 5, 2015	Common Stock	2,238,880	0	I
Warrant to Purchase Common Stock^F4	$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

F1On May 5, 2015, CytoDyn Inc.,-the Company-issued Alpha Venture Capital Partners, L.P.-AVCP-104,153 shares of Common Stock as payment of accrued interest under the Convertible Promissory Note in the original principal amount of $1.5 million issued to AVCP on February 6, 2015, as amended-the 2015 Note.
F2As identified in the Reporting Persons Initial Report on Form 3, filed on July 17, 2015, Alpha Venture Capital Fund, L.P.-AVC Fund-directly owns 230,769 shares of Common Stock. AVCP directly owns the balance of the securities in Table I, Column 5. Alpha Venture Capital Management, LLC-AVC Management-is the general partner of AVCP and AVC Fund but does not make investment decisions on behalf of AVCP or AVC Funds. As the investment advisor of AVCP and AVC Fund, Alpha Advisors, LLC-Alpha Advisors has the exclusive authority to make all investment decisions on behalf of AVCP and AVC Fund. Alpha Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in the securities reported herein.
F3On June 5, 2015, the Company issued AVCP 36,690 shares of Common Stock as payment of accrued interest under the 2015 Note, as amended.
F4On June 24, 2015, in discharge of $2,024,383.33 outstanding under the Convertible Promissory Note in the original principal amount of $2 million issued to AVCP on September 26, 2014-the 2014 Note-and-ii-$1,511,243.82 outstanding under the 2015 Note, as amended, the Company issued AVCP 2,994,086 and 2,238,880 shares of Common Stock, respectively, and a warrant to purchase 1,000,000 shares of Common Stock-the Discharge and Termination.
F5At 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 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 2014 Note and 2015 Note was reduced to $0.675 per share, or 90% of the deemed issuance price of $0.75 per share in the Offering
F6At 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.
F7Includes all shares underlying 2015 Note, as amended, at time of Discharge and Termination.
F8The 2015 Note and Warrants to Purchase Common Stock that are reported herein as acquired on February 6, 2015 relate to the execution of the transactions contemplated in that certain Subscription and Investor Rights Agreement between AVC Management and the Company dated February 6, 2015-the Subscription Agreement. Pursuant to the Subscription Agreement, the Company issued AVC Partners-i-the 2015 Note in exchange for cash in an equal amount; and-ii-warrants to purchase a total of 75,000 shares of Common Stock exercisable at a price of $0.50 per share for no additional consideration.
F9On April 30, 2015, the 2015 Note was amended to provide for the payment of accrued interest on such note to be made, at AVCPs option, in either in cash or shares of Common Stock, the latter at a price of $0.50 per share-the Note Amendment. The Note Amendment is reported in Table II above as a disposition of the-old-2015 Note and an acquisition of a new one on April 30, 2015.