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Filing Details

Accession Number:: 0001618264-15-000003
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-07-20 12:24:06
Reporting Period:: 2015-02-06

Filing Date:: 2015-07-20
Accepted Time:: 2015-07-20 12:24:06
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1175680	Cytodyn Inc	CYDY	Pharmaceutical Preparations (2834)	753056237

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1504001	Alpha Venture Capital Partners, L.p.	P.o. Box 2477 Lakeland FL 33806		No	No	Yes	No
1618264	Alpha Advisors, Llc	P.o. Box 2477 Lakeland FL 33806-2477		No	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2015-05-05	104,153	$0.50	2,199,853	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2015-06-05	36,690	$0.50	2,236,543	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2015-06-24	2,999,086	$0.68	5,235,629	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2015-06-24	2,238,880	$0.68	7,474,509	No	4	C	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Convertible Promissory Note	Acquisiton	2015-02-06	0	$0.00	2,238,880	$0.68
Common Stock	Warrants to Purchase Common Stock	Acquisiton	2015-02-06	75,000	$0.00	75,000	$0.50
Common Stock	Convertible Promissory Note	Disposition	2015-04-30	0	$0.00	2,238,880	$0.68
Common Stock	Convertible Promissory Note	Acquisiton	2015-04-30	0	$0.00	2,238,880	$0.68
Common Stock	Convertible Promissory Note	Disposition	2015-06-24	0	$0.00	2,999,086	$0.68
Common Stock	Convertible Promissory Note	Disposition	2015-06-24	0	$0.00	2,238,880	$0.68
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2015-06-24	1,000,000	$0.00	1,000,000	$0.68

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,238,880	2015-02-06	2015-08-05	No	4	P	Indirect
75,000	2015-02-06	2020-02-28	No	4	P	Indirect
0	2015-02-06	2015-08-05	No	4	H	Indirect
2,238,880	2015-04-30	2015-08-05	No	4	P	Indirect
0	2014-09-26	2016-09-26	No	4	C	Indirect
0	2015-04-30	2015-08-05	No	4	C	Indirect
1,000,000	2015-06-24	2020-06-24	No	4	P	Indirect

Footnotes

On May 5, 2015, CytoDyn Inc.,-the Company-issued Alpha Venture Capital Partners, L.P.-AVCP-104,153 shares of Common Stock as payment of accrued interest under the Convertible Promissory Note in the original principal amount of $1.5 million issued to AVCP on February 6, 2015, as amended-the 2015 Note.
As identified in the Reporting Persons Initial Report on Form 3, filed on July 17, 2015, Alpha Venture Capital Fund, L.P.-AVC Fund-directly owns 230,769 shares of Common Stock. AVCP directly owns the balance of the securities in Table I, Column 5. Alpha Venture Capital Management, LLC-AVC Management-is the general partner of AVCP and AVC Fund but does not make investment decisions on behalf of AVCP or AVC Funds. As the investment advisor of AVCP and AVC Fund, Alpha Advisors, LLC-Alpha Advisors has the exclusive authority to make all investment decisions on behalf of AVCP and AVC Fund. Alpha Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in the securities reported herein.
On June 5, 2015, the Company issued AVCP 36,690 shares of Common Stock as payment of accrued interest under the 2015 Note, as amended.
On June 24, 2015, in discharge of $2,024,383.33 outstanding under the Convertible Promissory Note in the original principal amount of $2 million issued to AVCP on September 26, 2014-the 2014 Note-and-ii-$1,511,243.82 outstanding under the 2015 Note, as amended, the Company issued AVCP 2,994,086 and 2,238,880 shares of Common Stock, respectively, and a warrant to purchase 1,000,000 shares of Common Stock-the Discharge and Termination.
At issuance, the conversion price of the 2015 Note was $1.00 per share, subject to reduction to a price per share that is 10% below the lowest sale price that is below $.9444 per share, for shares of Common Stock sold or deemed sold in subsequent securities offerings by the Company. On April 30, 2015, the Company concluded a subsequent securities offering pursuant to which shares of Common Stock were deemed to be sold at a price of $0.75 per share-the Offering. As a result of the Offering, the conversion price of the 2014 Note and 2015 Note was reduced to $0.675 per share, or 90% of the deemed issuance price of $0.75 per share in the Offering
At issuance, the 2015 Note was scheduled to mature on May 5, 2015, subject to a one-time option exercisable by the Company to extend the maturity date to August 5, 2015 -the Option. The Company exercised the Option on April 1, 2015.
Includes all shares underlying 2015 Note, as amended, at time of Discharge and Termination.
The 2015 Note and Warrants to Purchase Common Stock that are reported herein as acquired on February 6, 2015 relate to the execution of the transactions contemplated in that certain Subscription and Investor Rights Agreement between AVC Management and the Company dated February 6, 2015-the Subscription Agreement. Pursuant to the Subscription Agreement, the Company issued AVC Partners-i-the 2015 Note in exchange for cash in an equal amount; and-ii-warrants to purchase a total of 75,000 shares of Common Stock exercisable at a price of $0.50 per share for no additional consideration.
On April 30, 2015, the 2015 Note was amended to provide for the payment of accrued interest on such note to be made, at AVCPs option, in either in cash or shares of Common Stock, the latter at a price of $0.50 per share-the Note Amendment. The Note Amendment is reported in Table II above as a disposition of the-old-2015 Note and an acquisition of a new one on April 30, 2015.