Item 1.01 Entry into a Material Definitive Agreement.
On November 3, 2025, CytoDyn Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”).
Pursuant to and subject to the terms of the Purchase Agreement, for 36 months following the date of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Yorkville, and Yorkville is obligated to purchase from the Company, shares of the Company’s common stock, $0.001 par value per share (“Common Stock”).
At the Company’s option, the shares of Common Stock would be purchased at 98% of the lowest daily VWAP (as defined below) during the three consecutive trading days (the “Pricing Period”) commencing on the date (each, an “Advance Notice Date”) the Company is deemed to have delivered a written notice to Yorkville setting forth the number of shares of Common Stock that the Company desires to issue and sell to Yorkville in accordance with the terms of the Purchase Agreement (each notice, an “Advance Notice”), subject to certain limitations. The Company, at its discretion, may also specify a minimum acceptable price per share in an Advance Notice (each issuance and sale, an “Advance”). “VWAP” means, for any trading day or specified period, the volume weighted average price of the shares of Common Stock on the principal market the Company trades on during such period, as reported by Bloomberg L.P. through its “AQR” function. While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100.0% of the average of the daily traded amount on the five consecutive trading days immediately preceding an Advance Notice.
Pursuant to the Purchase Agreement, in no event is Yorkville obligated to purchase, nor may the Company issue or sell any shares of Common Stock to Yorkville under the Purchase Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by Yorkville and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder), would result in Yorkville beneficially owning more than 4.99 % of the then-outstanding voting power or shares of Common Stock.
Yorkville’s obligation to purchase shares of Common Stock pursuant to the Purchase Agreement is subject to a number of conditions, including that the Company file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), registering the resale of the Commitment Shares (as defined below) and the shares of Common Stock to be issued pursuant to any Advance under the Securities Act of 1933, as amended (the “Securities Act”), and that the Registration Statement is declared effective by the SEC. Further, subject to the above conditions, in no event shall Yorkville be required to purchase more than $30,000,000 of shares of Common Stock in the aggregate during the term of the Purchase Agreement (the “Commitment Amount”).
As consideration for Yorkville’s commitment to purchase the shares of Common Stock pursuant the Purchase Agreement, the Company (i) paid Yorkville a structuring fee in the amount of $25,000; and (ii) will pay a commitment fee in an amount equal to 1.00% of the Commitment Amount (the “Commitment Fee”), to be paid in the form of shares of Common Stock issued to Yorkville (the “Commitment Shares”), of which one-half shall be issued within five days of the date of execution of the Purchase Agreement, and the remaining one-half shall be issued on the six month anniversary of the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were and will be made only for purposes of such agreements and as of specific dates, were and will be solely for the benefit of the parties to such agreements, may be subject to limitations agreed upon by the contracting parties and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.
The Purchase Agreement will automatically terminate on the earlier of (i) the 36-month anniversary of the date of the Purchase Agreement, or (ii) the date Yorkville has made full payment of Advances equal to the Commitment Amount. The Company has the right to terminate the Purchase Agreement upon five trading days’ prior written notice to Yorkville, subject to certain conditions. The Company and Yorkville may also agree to terminate the Purchase Agreement by mutual written consent.
The net proceeds to the Company of sales of shares of Common Stock to Yorkville under the Purchase Agreement will depend on the frequency and prices at which the Company sells its shares of Common Stock to Yorkville. The Company expects that any proceeds received from such sales to Yorkville will be used for working capital and general corporate purposes, including the repayment of debt.
