SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Name of Subject Company (Issuer))
(Name of Filing Persons (Issuer))
WARRANTS TO PURCHASE COMMON STOCK
(Title of Class of Securities)
(CUSIP Number of Common Stock Underlying Warrants)
Nader Z. Pourhassan, Ph.D.
President and Chief Executive Officer
1111 Main Street, Suite 660
Vancouver, Washington 98660
Phone: (360) 980-8524
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Michael J. Lerner, Esq.
Steven M. Skolnick, Esq.
James OGrady, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Phone: (212) 262-6700
CALCULATION OF FILING FEE
|Transaction Valuation(1)||Amount of Filing Fee (1)(2)|
Estimated for purposes of calculating the amount of the filing fee only. An offer to amend and exercise warrants to purchase an aggregate of 141,983,145 shares of common stock (the Exercise Offer). The transaction value is calculated pursuant to Rule 0-11 using $0.40 per share of common stock, which represents the average of the high and low sales price of the common stock on May 7, 2019.
Calculated by multiplying the transaction value by 0.0001212.
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|Amount Previously Paid: $6,883.34||Filing Party: CytoDyn Inc.|
|Form or Registration No.: Schedule TO||Date Filed: May 14, 2019|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
third-party tender offer subject to Rule 14d-1.
issuer tender offer subject to Rule 13e-4.
going-private transaction subject to Rule 13e-3.
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
This Amendment No. 2 (this Amendment) amends and supplements the Tender Offer Statement on Schedule TO previously filed by CytoDyn Inc. (the Company) on May 14, 2019, as amended on May 22, 2019 (collectively, the Tender Offer Statement). This Amendment is the final amendment to the Tender Offer Statement, in accordance with Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
The Tender Offer Statement related to the Companys tender offer (the Warrant Tender Offer) for certain outstanding series of eligible warrants, offering the holders of such warrants the opportunity to amend and exercise their warrants at a reduced price equal to the lower of (i) their respective existing exercise price (the Original Exercise Price) or (ii) $0.40 per share of common stock. As an inducement to holders to participate in the Warrant Tender Offer, the Company offered to issue to participating holders shares of common stock equal to an additional 50% of the number of shares issuable upon exercise of the eligible warrants (collectively, the Additional Shares). The Warrant Tender Offer was made upon the terms and subject to the conditions set forth in the Offer to Amend and Exercise Warrants to Purchase Common Stock of CytoDyn Inc., as amended, previously mailed to the holders of eligible warrants on May 14, 2019, and which was included in the Companys Schedule TO-I initially filed with the Securities and Exchange Commission (the SEC) on May 14, 2019.
At 5:00 P.M. (Eastern time) on June 12, 2019, the offering period and withdrawal rights for the Warrant Tender Offer expired. Upon completion of the Warrant Tender Offer, 368 Original Warrants to purchase up to 22,943,159 shares of common stock had been validly tendered and not withdrawn in the Warrant Tender Offer, for gross cash proceeds to the Company of approximately $9.13 million. Accordingly, the Company is instructing its transfer agent to issue an aggregate of 34,414,710 shares of Common Stock, which includes 11,471,551 Additional Shares, to participants in the Warrant Tender Offer.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|Date: June 14, 2019||CytoDyn Inc.|
|Name:||Michael D. Mulholland|
|Title:||Chief Financial Officer|