The Company had one active stock-based equity plan as of February 29, 2020, the CytoDyn Inc. 2012 Equity Incentive Plan, as amended (the “2012 Plan”), and one stock-based equity plan that is no longer active, but under which certain prior awards remain outstanding, the CytoDyn Inc. 2004 Stock Incentive Plan (the “2004 Plan” and, together with the 2012 Plan, the “Incentive Plans”). The 2012 Plan was approved by stockholders at the Company’s 2012 annual meeting to replace the 2004 Plan. The 2012 Plan was amended by stockholder approval in February 2015 to increase the number of shares available for issuance from 3,000,000 to 5,000,000 shares of common stock and in March 2016 to increase the number of shares available for issuance from 5,000,000 to 7,000,000 shares of common stock. At the annual meeting of stockholders held on August 24, 2017, the stockholders approved an amendment to the 2012 Plan to increase the number of shares available for issuance from 7,000,000 to 15,000,000 shares of common stock. At a special meeting of stockholders held on May 22, 2019, the stockholders approved an amendment to the 2012 Plan to increase the number of shares available for issuance from 15,000,000 to 25,000,000 shares of common stock. As of February 29, 2020, the Company had 1,578,883 shares available for future stock-based grants under the 2012 Plan, as amended.    The Company also sometimes makes awards of stock-based grants outside of the Incentive Plans.

a ten-year

From June 1, 2019 to November 30, 2019, the Company granted stock options, covering an aggregate of 1,787,500 shares of common stock to executive management, employees and consultants, of which 1,387,500 were granted under the 2012 Plan and 400,000 were granted outside of the 2012 Plan. Exercise prices range between $0.30 and $0.52 per share, except for one award of 50,000 shares which has an exercise price of $0.90 and represented a supplemental award related to a previous rescission, and which vested immediately. The awards granted to the consultants totaled 400,000 stock options, 200,000 of which vested immediately, 100,000 of which vested on December 12, 2019 and 100,000 of which will vest on April 7, 2020. Stock option awards covering an additional 1,112,500 shares granted to executive management and employees vest in 12 equal monthly installments and have a term. The remaining stock option awards granted to executive management and employees vest annually over three years, with term. The grant date fair value related to these stock options was $331,317.

HIV-combination

ten-year

ten-year

 

On February 21, 2020, the Company granted stock option awards under the 2012 Plan covering an executive and employees of the Company totaling 265,000 shares of common stock to employees, with an exercise price $1.10 per share. The awards have a contractual term of which 115,000 options vest ratably over three years and 150,000 options vest ratably over one year. The awards have a contractual term. The grant date fair value related to these stock options was approximately $191,000.

re-election.

From June 1, 2019 to November 30, 2019, in connection with registered direct offerings, as fully described in Note 14, the Company issued warrants covering 11,987,250 shares of common stock to investors. The investor warrants have a five-year term and an exercise price of $0.45 per share. In connection with the registered direct offerings, the Company also issued warrants covering 655,305 shares of common stock to the placement agent. The placement agent warrants have a five-year term and an exercise prices ranging between $0.40 and $0.444 per share.

From June 1, 2019 to November 30, 2019, in connection with Series C convertible preferred offerings, as fully described in Note 5, the Company issued common stock warrants covering a total of 9,601,000 shares of common stock to investors. The investor warrants have a five-year term and exercise prices ranging between $0.30 and $0.50 per share.

During the nine months ended February 29, 2020, in connection with extension and conversion of short-term convertible notes, the Company issued common stock warrants covering a total of 4,750,000 shares of common stock to investors. The investor warrants have a five-year term and exercise prices ranging between $0.30 and $0.45 per share.

On December 6, 2019, the Company entered into subscription agreements with certain investors for the sale of 415 Series C convertible preferred shares at a purchase price of $1,000.00 per share (“December 6, 2019 Offering”). The investors in the December 6, 2019 Offering also received warrants to purchase 1,037,500 shares of common stock with an exercise price of $0.30 per share and a five-year term. The Company received net proceeds from the December 6, 2019 offering of approximately $0.36 million.

On December 6, 2019, in exchange for services a consultant of the Company was granted warrants to purchase 250,000 shares of common stock, outside of the Company’s Incentive Plans, with an exercise price of $0.32 per share and a five-year term. These warrants were accounted for as stock-based compensation and the grant date fair value related to these warrants was $30,023.

On December 9, 2019, the Company entered into subscription agreements with certain investors for the sale of 2,568,330 shares of common stock at a purchase price of $0.30 per share in a registered direct offering (“December 9, 2019 Offering”), pursuant to a registration statement on Form The investors in the December 9, 2019 Offering also received warrants to purchase 1,926,248 shares of common stock with an exercise price of $0.45 per share and a five-year term.

On December 13, 2019, the Company entered into subscription agreements with certain investors for the sale of 2,433,333 shares of common stock at a purchase price of $0.30 per share in a registered direct offering (“December 13, 2019 Offering”), pursuant to a registration statement on Form The investors in the December 13, 2019 Offering also received warrants to purchase 1,825,000 shares of common stock with an exercise price of $0.45 per share and a five-year term.

On December 23, 2019, the Company entered into subscription agreements for the sale of 14,754,098 shares of common stock and warrants to purchase up to an aggregate of 7,377,049 shares of common stock for a combined purchase price of $0.305 per share (“December 23, 2019 Offering”), pursuant to a registration statement on Form Each share of common stock was sold together with of one warrant to purchase one share of common stock for a combined purchase price of $0.30 per share and a five-year term. As partial consideration for the License Agreement and the Supply Agreement, Vyera’s parent company, Phoenixus AG (“Phoenixus”), made a $4.0 million equity investment in the Company The December 23, 2019 Offering also included $0.5 million of shares of common stock and related warrants sold to an entity associated with David F. Welch, Ph.D., a member of the Company’s board of directors, on terms identical to those applicable to Phoenixus.

 

On January 31, 2020, the Company entered into subscription agreements with certain investors for the sale of 7,570 Series D convertible preferred shares at a purchase price of $1,000.00 per share (“January 31, 2020 offering”). The investors in the January 31, 2020 offering also received warrants to purchase 3,785,000 shares of common stock with an exercise price of $1.00 per share and a five-year term. The Company received net proceeds from the January 31, 2020 offering of approximately $7.6 million.

The following table represents stock option and warrant activity as of and for the nine months ended February 29, 2020: