0000899243-18-029256.txt : 20181119 0000899243-18-029256.hdr.sgml : 20181119 20181119080117 ACCESSION NUMBER: 0000899243-18-029256 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181116 FILED AS OF DATE: 20181119 DATE AS OF CHANGE: 20181119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Klump Michael A CENTRAL INDEX KEY: 0001748882 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49908 FILM NUMBER: 181191253 MAIL ADDRESS: STREET 1: ONE BUCKHEAD PLAZA, SUITE 400 STREET 2: 3060 PEACHTREE ROAD NW CITY: ATLANTA STATE: 2Q ZIP: 30305 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CytoDyn Inc. CENTRAL INDEX KEY: 0001175680 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 753056237 STATE OF INCORPORATION: DE 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: CYTODYN INC DATE OF NAME CHANGE: 20031114 FORMER COMPANY: FORMER CONFORMED NAME: REXRAY CORP DATE OF NAME CHANGE: 20020617 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-11-16 0 0001175680 CytoDyn Inc. CYDY 0001748882 Klump Michael A 1111 MAIN STREET, SUITE 660 VANCOUVER WA 98660 1 0 0 0 Common Stock 2018-11-16 4 A 0 7034520 A 7034520 I See Footnote Stock Options (right to buy) 0.47 2018-11-16 4 A 0 80822 A 2028-08-10 Common Stock 80822 80822 D Warrants (right to buy) 1.35 2018-11-16 4 A 0 125000 A 2016-04-26 2021-04-26 Common Stock 125000 125000 D Warrants (right to buy) 0.75 2018-11-16 4 A 0 1000000 A 2018-02-16 2023-02-16 Common Stock 1000000 1000000 I See Footnote Warrants (right to buy) 1.00 2018-11-16 4 A 0 1933333 A 2016-12-12 2021-12-12 Common Stock 1933333 1933333 I See Footnote Warrants (right to buy) 1.00 2018-11-16 4 A 0 66667 A 2016-12-12 2021-12-12 Common Stock 66667 66667 I By the Klump Children's Gift Trust On November 16, 2018, CytoDyn Inc. completed a holding company reorganization in which CytoDyn Inc. ("Old CytoDyn") merged with and into a wholly-owned subsidiary of Point NewCo Inc. (which has been renamed CytoDyn Inc.) ("New CytoDyn") with Old CytoDyn continuing as the surviving corporation and as a wholly-owned subsidiary of New CytoDyn (the "Holding Company Reorganization"). In the Holding Company Reorganization, each outstanding share of Old CytoDyn capital stock (including common stock and Series B preferred stock) was disposed of in exchange for an equivalent share of New CytoDyn capital stock, and each Old CytoDyn warrant, convertible promissory note and stock option was converted into an equivalent right to purchase New CytoDyn common stock. In connection with the transactions consummated on November 16, 2018, immediately after the effective time of the Holding Company Reorganization, New CytoDyn issued to ProstaGene, LLC 27,000,000 newly issued shares of New CytoDyn common stock (representing approximately 6.5% of the total number of outstanding shares of New CytoDyn common stock, after giving effect to such issuance). The reported securities are held by Argonne Trading, LLC, a Georgia limited liability company ("Argonne Trading"). Argonne Capital Group, LLC, a Georgia limited liability company ("Argonne Capital"), is the sole member of Argonne Trading. Michael A. Klump is Manager, President and Chief Executive Officer of Argonne Capital. Mr. Klump disclaims beneficial ownership of the securities held by Argonne Trading, except to the extent of his pecuniary interest therein. The options (including predecessor options) vested with respect to 5,822 shares on September 1, 2018, and the remaining shares vest in three equal quarterly installments commencing on December 1, 2018. /s/ Michael D. Mulholland, as attorney-in-fact 2018-11-16