Item 1.01. Entry into a Material Definitive Agreement.

On July 29, 2020, CytoDyn Inc. (the "Company") entered into a Securities Purchase Agreement (the "Agreement") pursuant to which the Company issued a secured convertible promissory note (the "Note") with a two-year maturity to an institutional accredited investor (the "Investor") in the initial principal amount of $28.5 million. The Note is secured by all of the assets of the Company, excluding the Company's intellectual property. The Investor gave consideration of $25.0 million, reflecting original issue discount of $3.4 million and transaction expense of $0.1 million. The Company anticipates using the proceeds for general working capital purposes.

In connection with the investment in the Note, the Company entered into a Security Agreement, pursuant to which all obligations owing to the Investor by the Company, are secured by a first-position security interest in all the assets of the Company, excluding the Company's intellectual property.

Interest accrues on the outstanding balance of the Note at 10% per annum. Upon the occurrence of an Event of Default, interest accrues at the lesser of 22% per annum or the maximum rate permitted by applicable law. In addition, upon any Event of Default, the Investor may accelerate the outstanding balance payable under the Note, which will increase automatically upon such acceleration by 15%, 10% or 5%, depending on the nature of the Event of Default.

The Investor may convert all or any part the outstanding balance of the Note into shares of Common Stock at an initial conversion price of $10.00 per share upon five trading days' notice, subject to certain adjustments and ownership limitations specified in the Note. In addition to standard anti-dilution adjustments, the conversion price of the Note is subject to full-ratchet anti-dilution protection, pursuant to which the conversion price will be automatically reduced to equal the effective price per share in any new offering by the Company of equity securities that have registration rights, are registered or become registered under the Securities Act of 1933, as amended. The Note provides for liquidated damages upon failure to deliver Common Stock within specified timeframes.

The Investor may redeem any portion of the Note, at any time after six months from the issue date upon three trading days' notice, subject to a Maximum Monthly Redemption Amount of $1,600,000. The Note requires the Company to satisfy its redemption obligations in cash within three trading days of the Company's receipt of such notice. The Company may prepay the outstanding balance of the Note, in part or in full, at a 15% premium to par value, at any time upon fifteen trading days' notice.

Pursuant to the terms of the Agreement and the Note, the Company must obtain the Investor's consent before assuming additional debt with aggregate net proceeds to the Company of less than $25 million. Upon any such approval, the outstanding principal balance of the Notes shall increase automatically by 5% upon the issuance of such additional debt.

The Company agreed to use commercially reasonable efforts to file a Registration Statement on Form S-3 with the U.S. Securities and Exchange Commission by September 15, 2020, registering a number of shares of Common Stock sufficient to convert the entire Outstanding Balance of the Note.

The Company relied on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933 in connection with the issuance and sale of the Note and underlying shares of Common Stock.

The foregoing description is qualified in its entirety by reference to the full text of the Note, the Securities Purchase Agreement and the Security Agreement, a copy of each of which is filed as Exhibit 4.1, Exhibit 10.1 and Exhibit 10.2 hereto, and each of which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.       Description

4.1           Secured Convertible Promissory Note dated July 29, 2020

10.1          Securities Purchase Agreement between CytoDyn Inc. and Iliad
            Research and Trading, L.P. dated July 29, 2020

10.2          Security Agreement between CytoDyn Inc. and Iliad Research and
            Trading, L.P. dated July 29, 2020

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