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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (Right to Buy) | $ 0.75 | 05/08/2019 | D | 166,666 | 01/10/2019 | 01/28/2021 | Common Stock | 166,666 | (3) | 0 | I | See footnote (1) | |||
Warrant (Right to Buy) | $ 0.4 | 05/08/2019 | A | 166,666 | 01/10/2019 | 01/28/2021 | Common Stock | 166,666 | (3) | 166,666 | I | See footnote (1) | |||
Warrant (Right to Buy) | $ 0.4 | 05/08/2019 | M | 166,666 | 01/10/2019 | 01/28/2021 | Common Stock | 166,666 | $ 0 | 0 | I | See footnote (1) | |||
Warrant (Right to Buy) | $ 0.75 | 05/08/2019 | D | 600,000 | 01/10/2019 | 02/16/2023 | Common Stock | 600,000 | (3) | 0 | I | See footnote (1) | |||
Warrant (Right to Buy) | $ 0.4 | 05/08/2019 | A | 600,000 | 01/10/2019 | 02/16/2023 | Common Stock | 600,000 | (3) | 600,000 | I | See footnote (1) | |||
Warrant (Right to Buy) | $ 0.4 | 05/08/2019 | M | 600,000 | 01/10/2019 | 02/16/2023 | Common Stock | 600,000 | $ 0 | 0 | I | See footnote (1) | |||
Warrant (Right to Buy) | $ 0.75 | 05/08/2019 | D | 500,000 | 01/10/2019 | 09/14/2023 | Common Stock | 500,000 | (3) | 0 | I | See footnote (2) | |||
Warrant (Right to Buy) | $ 0.4 | 05/08/2019 | A | 500,000 | 01/10/2019 | 09/14/2023 | Common Stock | 500,000 | (3) | 500,000 | I | See footnote (2) | |||
Warrant (Right to Buy) | $ 0.4 | 05/08/2019 | M | 500,000 | 01/10/2019 | 09/14/2023 | Common Stock | 500,000 | $ 0 | 0 | I | See footnote (2) | |||
Warrants (Right to Buy) | $ 0.75 | 05/08/2019 | D | 384,615 | 01/10/2019 | 09/08/2022 | Common Stock | 384,615 | (3) | 0 | I | See footnote (2) | |||
Warrants (Right to Buy) | $ 0.4 | 05/08/2019 | A | 384,615 | 01/10/2019 | 09/08/2022 | Common Stock | 384,615 | (3) | 384,615 | I | See footnote (2) | |||
Warrants (Right to Buy) | $ 0.4 | 05/08/2019 | M | 384,615 | 01/10/2019 | 09/08/2022 | Common Stock | 384,615 | $ 0 | 0 | I | See footnote (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Welch David F 1111 MAIN STREET, SUITE 660 VANCOUVER, WA 98660 |
X |
/s/ Michael D. Mulholland, as attorney-in-fact | 05/10/2019 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The reported securities of CytoDyn Inc. (the "Company") are held by LRFA, LLC, a Delaware limited liability company ("LRFA"). David F. Welch, Ph.D. is the sole managing member of LRFA. Dr. Welch disclaims beneficial ownership of the securities held by LRFA, except to the extent of his pecuniary interest therein. |
(2) | The reported securities of the Company are held by David Welch Tr Ua 03/02/2000 Welch Charitable Remainder Unitrust Agreement II (the "Trust"), for which Dr. Welch is a trustee. |
(3) | On May 8, 2019, the Company entered into Warrant Exercise Agreements with LRFA and the Trust, among other non-affiliated investors, pursuant to which, as an inducement to immediately exercise certain warrants (the "Warrants") to purchase shares of the Company's common stock, par value $0.001 per share ("Common Stock") beneficially owned by Dr. Welch, the Company (i) reduced the exercise price of such Warrants to $0.40 (if lower than the existing exercise price) and (ii) agreed to issue an additional one-half share of Common Stock for each share of Common Stock underlying the Warrants. |