0000899243-15-001251.txt : 20150715 0000899243-15-001251.hdr.sgml : 20150715 20150715171358 ACCESSION NUMBER: 0000899243-15-001251 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150624 FILED AS OF DATE: 20150715 DATE AS OF CHANGE: 20150715 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CYTODYN INC CENTRAL INDEX KEY: 0001175680 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 753056237 STATE OF INCORPORATION: CO FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 1111 MAIN STREET, SUITE 660 CITY: VANCOUVER STATE: WA ZIP: 98660 BUSINESS PHONE: 360-980-8524 MAIL ADDRESS: STREET 1: 1111 MAIN STREET, SUITE 660 CITY: VANCOUVER STATE: WA ZIP: 98660 FORMER COMPANY: FORMER CONFORMED NAME: REXRAY CORP DATE OF NAME CHANGE: 20020617 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DOCKERY CARL CENTRAL INDEX KEY: 0001618149 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-49908 FILM NUMBER: 15989877 MAIL ADDRESS: STREET 1: P.O. BOX 2477 CITY: LAKELAND STATE: FL ZIP: 33806-2477 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2015-06-24 2015-06-26 0 0001175680 CYTODYN INC CYDY 0001618149 DOCKERY CARL 1111 MAIN STREET, SUITE 660 VANCOUVER WA 98660 1 0 1 0 Convertible Promissory Note 0.675 2015-06-24 4 C 0 1511243.82 0.00 D 2015-04-30 2015-08-05 Common Stock 2238880 0 I By Alpha Venture Capital Partners, L.P. The Convertible Promissory Note (the "2015 Note") was originally issued on February 6, 2015, and was immediately convertible. On April 30, 2015, the 2015 Note was amended to provide for the payment of interest accrued on the 2015 Note, at Alpha Venture Capital Partners, L.P.'s ("AVCP") option, either in cash or shares of Common Stock, the latter at a price of $0.50 per share (the "Note Amendment"). The Note Amendment resulted in the cancellation of the "old" Convertible Promissory Note on April 30, 2015 and the acquisition of a new one on that date. Accordingly, this amendment is being filed to reflect the change in the date the 2015 Note became convertible (i.e., from February 6, 2015 to April 30, 2015) as a result of the deemed disposition of the original 2015 Note and the acquisition of a new 2015 Note on April 30, 2015. 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 CytoDyn Inc. (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 2015 Note was reduced to $0.675 per share, or 90% of the deemed issuance price of $0.75 per share in the Offering. Amount reported herein reflects the $1.5 million in principal amount outstanding under the 2015 Note, as well as $11,243.82 in unpaid interest accrued under the 2015 Note through June 23, 2015, the day prior to the date AVCP exercised its right to convert all indebtedness under the 2015 Note into shares of Common Stock at a conversion price of $0.675 per share. 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. The reporting person is the sole member of Alpha Advisors, LLC ("Alpha Advisors"), the investment advisor for AVCP and Alpha Venture Capital Fund, L.P. ("AVCF"), and the managing member of Alpha Venture Capital Management, LLC, the general partner of AVCP and AVCF. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest in such securities. /s/ Michael D. Mulholland, as attorney-in-fact 2015-07-14