Item 1.01 Entry Into a Material Definitive Agreement.

As a result of the Merger, the Company became party to a number of material definitive agreements, descriptions of which are set forth below.





  ? Loan and Security Agreement, dated as of April 26, 2021, between Avenue
    Venture Opportunities Fund, L.P. ("Avenue") and Old Cytocom, as supplement by
    the Supplement to the Loan and Security Agreement, dated as of April 26, 2021,
    between Avenue and Old Cytocom (the "Avenue Facility"), under which the
    Company (i) borrowed $15 million under a loan facility, (ii) issued the Avenue
    Warrant (as defined below) to Avenue and (iii) is obligated to issue shares of
    common stock upon conversion of up to $3 million of principal outstanding
    under the Avenue facility;




  ? Warrant to Purchase Shares of Common Stock of Cytocom Inc, issued at the
    effective time of the Merger (the "Effective Time"), by the Company to Avenue
    (the "Avenue Warrant"), exercisable for up to 154,004 shares of Company common
    stock;




  ? Amended and Restated Share Purchase Agreement, dated as of July 27, 2021, by
    and among GEM Global Yield LLC SCS, GEM Yield Bahamas Limited (such entities
    together, "GEM") and the Company, as successor to Old Cytocom (the "GEM Equity
    Line Agreement"), under which the Company will sell, from time to time, up to
    $75 million shares of its common stock at a price per share equal to 90% of
    the trading price of the Company's common stock over a designated pricing
    period;




  ? Warrant to Purchase Shares of Cytocom Inc., dated as of July 27, 2021, issued
    to GEM (the "GEM Warrant"), exercisable for up to 1,720,083 shares, or 4.99%
    of the outstanding shares of common stock as of immediately after the
    Effective Time;




  ? The Amended and Restated Registration Rights Agreement, dated as of July 27,
    2021, between Old Cytocom, GEM Global Yield LLC SCS and GEM Yield Bahamas
    Limited (the "Registration Rights Agreement"); and




  ? Warrants (the "2021 Warrants"), issued immediately after the Effective Time,
    by the Company to the purchasers of Old Cytocom's Series A-3 Preferred Stock
    and Series A-4 Preferred Stock, each of which were converted immediately prior
    to the Effective Time, exercisable for up to an aggregate 952,000 shares of
    Company common stock.




Avenue Facility

Under the terms of the Avenue Facility, Avenue agreed to make term loans to Old Cytocom from time to time in aggregate principal amount of up to $15,000,000. Each loan made by Avenue under the Avenue Facility will be evidenced by a separate promissory note payable to Avenue. The loans will bear interest at a variable rate of interest equal to the sum of (i) the greater of (A) the Prime Rate and (B) 3.25% plus (ii) 7.74%. Repayment of the loans owed under the Avenue Facility are secured by a security interest in substantially all of Old Cytocom's assets, including equipment, fixtures, inventory, deposit accounts and personal property, as well as the securities it holds in its wholly owned subsidiaries. The making of each loan requested by Old Cytocom is subject to certain customary conditions, including the provision of a legal opinion, certified copies of resolutions and organizational documents, the company's good standing and other matters.

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Additionally, the aggregate loan amounts were deposited by Avenue into a controlled account. Old Cytocom may transfer up to $10 million into its general operating account, which will also be subject to a control agreement with Avenue, upon the occurrence of the following events: (i) the consummation of the Merger, (ii) receipt by Avenue of an assignment of the Avenue Facility documents from Old Cytocom to the Company and (iii) the Company having a market capitalization of at least $150,000,000. Upon the execution of the assignment, the obligations of Old Cytocom will become obligations of the Company, and accordingly, the Company's assets will be subject to a security interest in favor of Avenue. The Company will then be able to transfer an additional $5 million into its general operating account, which will also be subject to a control agreement with Avenue, upon the Company raising at least $20 million in additional capital in the form of subordinated indebtedness or equity from a follow-on transaction entered into after the Effective Time. The loans made by drawdowns from the controlled account will be evidenced by a promissory note. The note will provide that the Company will be required to make only monthly payments interest, calculated as described above, until April 2022 (which may be extended to April 2023 upon the Company's raising of an additional $20 million in capital). Thereafter, the Company will also be required to make monthly payments of principal in equal installments until the maturity date of May 1, 2024.

The Avenue Facility documents contain customary representations and warranties of Old Cytocom, as well as various affirmative and negative covenants. Among such covenants are requirements that the Company:





  ? provide notice of certain events;


  ? deliver monthly financial statements to Avenue, until the Company has a market
    capitalization of at least $250 million and maintains at least a minimum of $4
    million in unrestricted cash, after which it will only need to provide
    quarterly statements;


  ? execute regular compliance certificates;


  ? provide copies of all board of directors materials and minutes of meetings to
    Avenue;


  ? maintain its existence and comply with all applicable laws;


  ? may not become indebted for borrowed money, the deferred purchase price for
    property or enter into any leases that would be capitalized in accordance with
    GAAP, subject to certain exceptions, including indebtedness for the
    acquisition of supplies, subordinated indebtedness and certain other items;


  ? maintain a minimum of $5 million in unrestricted cash and cash equivalents in
    accounts subject to control agreements with Avenue;


  ? may not create, incur or assume any liens on its property;


  ? may not undergo any fundamental or change-in-control transactions or sell all
    its assets;


  ? may not make any loans or investments, subject to certain exceptions;


  ? may not enter into any transactions with related parties;


  ? may not prepay any other indebtedness; or


  ? may not create, acquire or sell any subsidiaries.

The Avenue Facility documents also grant certain additional rights to Avenue. Under the Avenue Facility, Avenue has a preemptive right to purchase up to $1 million of Company equity securities on the same terms, conditions and prices offered by the Company to any investor in connection with any equity or debt financing until October 16, 2022. Additionally, Avenue has the right to convert up to $3 million of outstanding principal into shares of Company common stock. The number of shares issuable upon conversion will be determined by dividing the amount of indebtedness being converted by 120% of the 5-day volume weighted average price (VWAP) of Company common stock prior to the date of the issuance . . .

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance sheet Arrangement of a Registrant.

The information set forth in Item 1.01 hereof is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, the Company became issuer of the GEM Warrant, the Avenue Warrant and the 2021 Warrants (collectively, the "Warrants") to the holders thereof, as described above under Item 1.01 of this Current Report. The Warrants were issued in private placement transactions pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the holders in the GEM Equity Line Agreement, the Avenue Facility and the 2021 Warrants that each is an "accredited investor" as defined in Rule 501 under the Securities Act and that the Warrants are being acquired for investment purposes and not with a view to or for sale in connection with any distribution thereof in violation of any federal or state securities laws.

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Item 9.01     Financial Statements and Exhibits



(d)     Exhibits



Exhibit      Description
Number

10.1           Loan and Security Agreement, dated as of April 26, 2021, by and
             among Cytocom, Inc. and Avenue Venture Opportunities Fund, L.P.

10.2           Supplement to the Loan and Security Agreement dated as of April
             26, 2021 between Cytocom, Inc. and Avenue Venture Opportunities
             Fund, L.P.

10.3           Warrant to Purchase Shares of Common Stock of Cytocom Inc., dated
             as of July 27, 2021, issued to Avenue Venture Opportunities Fund,
             L.P.

10.4           Amended and Restated Share Purchase Agreement, dated as of July
             27, 2021, by and among GEM Global Yield LLC SCS, GEM Yield Bahamas
             Limited and Cytocom Inc.

10.5           Warrant to Purchase Shares of Cytocom Inc., dated as of July 27,
             2021, issued to GEM Yield Bahamas Limited

10.6           Form of 2021 Warrants

10.7           Amended and Restated Registration Rights Agreement, dated as of
             July 27, 2021, by and among GEM Global Yield LLC SCS, GEM Yield
             Bahamas Limited and Cytocom Inc.

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