UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
CYTODYN INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
WARRANTS TO PURCHASE COMMON STOCK
(Title of Class of Securities)
23283M101
(CUSIP Number of Common Stock Underlying Warrants)
Nader Z. Pourhassan, Ph.D.
President and Chief Executive Officer
CytoDyn Inc.
1111 Main Street, Suite 660
Vancouver, Washington 98660
Phone:(360) 980-8524
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)
WITH COPY TO:
Michael Lerner, Esq.
Steven Skolnick, Esq.
James O’Grady, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Phone:(212) 262-6700
CALCULATION OF FILING FEE:
| Transaction Valuation (1) | Amount of Filing Fee (1)(2) | |
| $64,890,736.28 | $7,864.75 | |
| (1) | Estimated for purposes of calculating the amount of the filing fee only. An offer to amend and exercise warrants to purchase an aggregate of 141,066,818 shares of common stock (the “Exercise Offer”). The transaction value is calculated pursuant to Rule0-11 using $0.46 per share of common stock, which represents the average of the high and low sales price of the common stock on June 17, 2019. |
| (2) | Calculated by multiplying the transaction value by 0.0001212 |
| ☒ | Check the box if any part of the fee is offset as provided by Rule0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $7,864.75 | Filing Party: CytoDyn Inc. | |
| Form or Registration No.: Schedule TO | Date Filed: June 24, 2019 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule14d-1. |
| ☒ | issuer tender offer subject to Rule13e-4. |
| ☐ | going-private transaction subject to Rule13e-3. |
| ☐ | amendment to Schedule 13D under Rule13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
The alphabetical subsections used in the Item responses below correspond to the alphabetical subsections of the applicable items of RegulationM-A promulgated under the federal securities laws.
If applicable, check the appropriate box(es) below to designate the appropriate note provision(s):
| ☐ | Rule13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule14d-1(d) (Cross-Border Third-Party Tender Offer) |
EXPLANATORY NOTE
This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO originally filed by CytoDyn Inc. on June 24, 2019, as amended on July 19, 2019 and July 25, 2019, in order to incorporate by reference CytoDyn Inc.’s Current Report on Form8-K filed with the Securities and Exchange Commission on July 26, 2019.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: July 26, 2019 | CytoDyn Inc. | |||||
| By: | /s/ Michael D. Mulholland | |||||
| Name: | Michael D. Mulholland | |||||
| Title: | Chief Financial Officer | |||||
[Signature Page to Schedule TO/A]
