CytoDyn Inc. Form 8-K (March 13, 2020)

Summary

A Form 8-K current report of CytoDyn Inc. whose Item 1.01 reports that on March 13, 2020 the company issued in private placements to accredited investors an aggregate of 882 shares of Series D Convertible Preferred Stock, with a stated value of $1,000 per share, together with warrants for up to 275,625 shares of common stock at an initial exercise price of $1.00 per share. It states aggregate gross proceeds of approximately $0.9 million, an initial conversion price of $0.80 per share, and dividends at a rate of 10% per annum. The company agrees to use commercially reasonable efforts to file a resale registration statement by April 30, 2020. Item 3.02 incorporates the Item 1.01 disclosure.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT
REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 13, 2020

CytoDyn Inc.

(Exact
name of registrant as specified in its charter)

Delaware | 000-49908 | 83-1887078
(State or other jurisdiction of incorporation) | (SEC File Number) | (I.R.S. Employer Identification No.)
1111 Main Street, Suite 660 Vancouver, Washington | 98660
(Address of principal executive offices) | (Zip Code)

Registrant’s telephone number, including area code: (360) 980-8524

Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
None. | None. | None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

On March 13, 2020, CytoDyn Inc. (the “Company”), issued in private placements to accredited investors an aggregate of 882 shares
of its authorized Series D Convertible Preferred Stock, par value $0.001 per share, with an initial stated value of $1,000 per share (the “Series D Preferred Stock”), together with warrants to purchase an aggregate of up to
275,625 shares of its common stock, par value $0.001 per share (“Common Stock”), with an initial exercise price of $1.00 per share (the “Series D Warrants”) for aggregate gross proceeds to the Company of approximately
$0.9 million (the “Series D Offering”).

The shares of Series D Preferred Stock are convertible into shares of Common Stock
at an initial conversion price of $0.80 per share (the “Conversion Price”) and will carry dividends at a rate of 10% per annum (subject to adjustment as provided in the Certificate of Designation of the Rights, Preferences, Privileges and
Restrictions of the Series D Convertible Preferred Stock (the “Series D Certificate of Designation”)) and have the preferences, rights and limitations set forth in the Series D Certificate of Designation. The Series D Warrants have a
five-year term and are immediately exercisable. Pursuant to the subscription agreements entered into with each of the investors (the “Subscription Agreements”), the Company has agreed to use commercially reasonable efforts to prepare and
file with the United States Securities and Exchange Commission by April 30, 2020, a registration statement under the Securities Act of 1933, as amended, covering the resale of all of the Common Stock issuable to the investors upon the
conversion of the Series D Preferred Stock and the exercise of the Series D Warrants.

The representations, warranties and covenants
contained in the Subscription Agreements were made solely for the benefit of the parties to the Subscription Agreements. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the
parties to the Subscription Agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company.
Accordingly, the forms of the Subscription Agreements are included with this filing only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding the Company.
Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations and warranties may change after the date of the Subscription Agreements, which subsequent information may or may not be fully reflected in public disclosures.

The shares of Series D Preferred Stock and the Series D Warrants were offered and sold in reliance on an exemption from registration pursuant
to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D. Each investor has represented that it is an accredited investor, as defined in Regulation D, and has acquired the securities for investment purposes
only and not with a view to, or for sale in connection with, any distribution thereof. The securities were not issued through any general solicitation or advertisement.

The forms of the Series D Warrant and the Subscription Agreement were attached as Exhibit 4.1 and Exhibit 10.1, respectively, to the
Company’s Current Report on Form 8-K filed on February 3, 2020. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which
are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure in Item 1.01 with respect to the Series D Preferred Stock and the Series D Warrants is incorporated into this
Item 3.02 by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

CytoDyn Inc.
March 19, 2020 | By: | /s/ Craig Eastwood
Name: | Craig Eastwood
Title: | Chief Financial Officer

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