CytoDyn (CYDY) extends $28.5M convertible notes to 2029 with $1M monthly stock payments

Rhea-AI Filing Summary

CytoDyn Inc. amended two secured convertible promissory notes originally issued in April 2021, each with an initial principal amount of $28.5 million. On March 24, 2026, the company and the noteholders agreed to extend the maturity dates of these notes by 36 months to April 5, 2029 and April 23, 2029, respectively.

As consideration for the extensions, CytoDyn will make combined monthly payments valued at $1,000,000 in shares of common stock through the new maturity dates, with the share value based on the lower of the prior day’s closing price or the average closing price over the previous five trading days. The annual interest rate on each note was reduced to 5%, lowering the cash interest burden while committing to ongoing equity-based payments.

Insights

Credit and Capital Structure Analyst

CytoDyn extends 2021 convertible notes to 2029, trading equity issuance for a lower 5% rate.

CytoDyn has renegotiated two secured convertible promissory notes first issued in April 2021, each with an initial principal of $28.5 million. The maturity dates move out by 36 months to April 5, 2029 and April 23, 2029, providing a longer runway before principal repayment.

In exchange, the company commits to monthly payments totaling $1,000,000 in common stock, valued using the lower of the prior day’s close or a five-day average. This structure reduces cash outflows and lowers the annual interest rate to 5%, but it relies on ongoing equity issuance, so the overall effect depends on future share prices and the resulting share count.

The agreement indicates lenders were willing to extend terms and accept a lower rate in return for equity-linked compensation. Subsequent disclosures may clarify how many shares are ultimately issued under this arrangement and how it affects CytoDyn’s capital structure over the life of the notes.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Understanding 8-K Material Events →

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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 24, 2026

CytoDyn Inc.

(Exact name of registrant as specified in its charter)

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Delaware	000-49908	83-1887078
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1111 Main Street, Suite 660

Vancouver, Washington 98660

(Address of principal executive offices, including zip code)

(360) 980-8524

(Registrant’s telephone number, including area code)

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:

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☐	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:

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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. ☐

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Item 1.01    Entry into a Material Definitive Agreement(s).

On April 2, 2021, the Company entered into a securities purchase agreement pursuant to which the Company issued a secured convertible promissory note in the initial principal amount of $28.5 million (“Note 1”). Following subsequent negotiations, the effective maturity date of Note 1 was extended to April 5, 2026.

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On April 23, 2021, the Company entered into a securities purchase agreement pursuant to which the Company issued a secured convertible promissory note in the initial principal amount of $28.5 million (“Note 2”, and together with Note 1, the “Notes”). Following subsequent negotiations, the effective maturity date of Note 2 was extended to April 23, 2026.

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On March 24, 2026, the Company and the holders of Note 1 and Note 2 (collectively, the “Noteholders”) agreed to extend the maturity date of each of the Notes by 36 months (the “Extension Periods”). In consideration, the Company agreed to make a monthly payment covering both Notes in the total amount of $1,000,000 of shares of common stock to the Noteholders, calculated based on (i) the previous trading day’s closing price or (ii) the average of the closing prices for the previous five trading days, whichever is lower. Monthly payments will be made through the extended maturity dates of April 5, 2029 and April 23, 2029, respectively. The annual interest rate for each Note was also reduced to 5% as part of the extension.

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SIGNATURE

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 thereunto duly authorized.

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​	CYTODYN INC.
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Date: March 24, 2026	By	/s/ Robert E. Hoffman
​	​	Robert E. Hoffman
​	​	Chief Financial Officer

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FAQ

What did CytoDyn (CYDY) change about its convertible notes in this 8-K?

CytoDyn extended the maturities of two secured convertible promissory notes by 36 months to April 5, 2029 and April 23, 2029. In return, it will make monthly payments in common stock and reduced each note’s annual interest rate to 5%.

How much are CytoDyn’s monthly equity payments under the amended notes?

CytoDyn agreed to make combined monthly payments of $1,000,000 in shares of common stock. The number of shares issued each month depends on the lower of the prior day’s closing price or the average closing price over the previous five trading days.

What are the new maturity dates for CytoDyn’s 2021 secured convertible notes?

The note with the original effective maturity date extended to April 5, 2026 now matures on April 5, 2029. The note previously extended to April 23, 2026 now matures on April 23, 2029, reflecting 36-month extensions for both obligations.

What interest rate will apply to CytoDyn’s amended convertible notes?

As part of the extension agreement, the annual interest rate on each secured convertible promissory note was reduced to 5%. This lower rate decreases the company’s interest expense while it commits to monthly equity-based payments through the new 2029 maturities.

How is the share price determined for CytoDyn’s $1,000,000 monthly stock payments?

The monthly $1,000,000 payment in common stock is calculated using the lower of two measures: the previous trading day’s closing price or the average of the closing prices for the previous five trading days, which determines how many shares are issued each month.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 13.8 KB
• EX-101 EX-101.PRE 9.0 KB