Cytodyn Inc SEC Filings

CytoDyn Inc. entered a Standby Equity Purchase Agreement with Yorkville, giving the company the right for 36 months to sell common stock in periodic advances up to an aggregate $30,000,000, subject to conditions. Shares sold in any advance are priced at 98% of the lowest daily VWAP over a three‑day pricing period after an advance notice, within trading volume limits and other customary caps.

Yorkville’s ownership is limited to 4.99% of outstanding voting power at any time. Closing each advance requires an effective SEC registration statement covering the resale of the commitment shares and any advance shares. CytoDyn paid a $25,000 structuring fee and will pay a 1.00% commitment fee in common shares, half within five days and half at six months. Net proceeds from any sales are expected to be used for working capital and general corporate purposes, including repayment of debt.

CytoDyn, Inc. reported a quarterly filing that raises substantial doubt about its ability to continue as a going concern and notes that its consolidated financial statements omit any adjustments that might be necessary if the company is unable to continue. The company disclosed a reduced outstanding balance on a note to $35.4 million after partitioned notes and described prior conversions and exchanges that produced millions of shares of common stock, including approximately 7.5 million shares issued in one transaction and a cashless warrant exercise for 23.1 thousand shares.

The company disclosed significant equity plan activity: the Amended and Restated 2012 Equity Incentive Plan covered 79.3 million and 66.8 million shares at August 31, 2025 and May 31, 2025, respectively, with an automatic 1% evergreen increase on June 1, 2025. Stock-based compensation expense uses Black-Scholes with a weighted-average fair value of $0.26 per option for grants in the three months ended August 31, 2025. Operating lease costs were approx. $31.0 thousand for the quarter. The company is evaluating multiple FASB ASUs affecting disclosure and tax reporting with varying effective dates through December 15, 2027.

CytoDyn Inc. presents portions of its definitive proxy statement covering board composition, compensation committee duties, equity authorization and potential dilution. The board seeks authorization to issue additional shares of common stock to satisfy payment obligations in shares, to attract and retain management, scientific personnel and outside directors, and for future capital-raising needs. The company warns that additional issuances could dilute existing stockholders and that stockholders have no preemptive rights. The board states it does not currently plan material anti-takeover measures but notes authorized-but-unissued shares could be used to deter a takeover. Compensation committee policies include annual review of peer groups, engagement of independent advisors, avoidance of options grants while in possession of material nonpublic information, and limits on director bonuses tied to performance. The filing discloses transactions exceeding $120,000 involving insiders or major holders since June 1, 2023.

CytoDyn Inc.'s preliminary proxy statement describes items for stockholder consideration including approval of additional common stock authorization, board composition and governance and compensation committee practices. The company seeks authority to issue more shares to pay obligations in stock and to attract and retain key personnel and directors; it warns stockholders that future issuances may dilute ownership and that holders have no preemptive rights. The Board states any issuance would carry the same rights as existing common stock and that it will act in what it deems the company and stockholders' best interests. The proxy also outlines governance standards for independent directors and an annual compensation review process aided by independent advisors.