CytoDyn Inc. General form of registration statement for all companies including face-amount certificate companies

General form of registration statement for all companies including face-amount certificate companies

Private Placements of Common Stock and Warrants (Tables)

Private Placements of Common Stock and Warrants (Tables)

12 Months Ended

May 31, 2024

Private Placements of Common Stock and Warrants

Schedule of reconciliation of the beginning and ending balances for liabilities measured at fair value


(in thousands)		Liability Classified Warrants
Balance at May 31, 2022	$	—
Classified as liability		16,664
Reclassified as equity		(25,335)
Loss on derivative due to change in fair market value		8,750
Balance at May 31, 2023		79
Classified as liability		6,970
Reclassified as equity		(7,285)
Loss on derivative due to change in fair market value		236
Balance at May 31, 2024	$	—

Schedule of estimated the fair value of the warrant derivatives


		Inputs at Liability Classification								Inputs at Equity Classification
		Backstop		Backstop		Placement Agent		Backstop		Backstop		Backstop		Placement		Backstop
		Warrant #1		Warrant #2		Warrants		Warrant #3		Warrant #1		Warrant #2		Agent Warrants		Warrant #3
Fair value of underlying stock		$ 0.44		$ 0.42		$ 0.44		$ 0.35		$ 0.52		$ 0.52		$ 0.52		$ 0.32
Risk free rate		3.17%		3.06%		3.13%		3.68%		3.34%		3.31%		3.16%		4.18%
Expected term (in years)		4.65		5.00		10.00		5.00		4.46		4.88		9.82		4.76
Stock price volatility		110.20%		109.49%		95.99%		124.36%		117.29%		113.59%		95.87%		126.67%
Expected dividend yield		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%



		April		Inputs at Liability Classification						Inputs at Equity Classification
		Placement		July		November		December				July		November		December
		Agent		Note		Placement		Note		April		Note		Placement		Note
		warrants at		conversion		Agent		conversion		Placement		conversion		Agent conversion		conversion
		May 31, 2023		warrants		warrants		warrants		Warrants		warrants		warrants		warrants
Fair value of underlying stock		$ 0.26		$ 0.21		$ 0.18		$ 0.20		$ 0.27		$ 0.17		$ 0.30		$ 0.15
Risk free rate		3.64%		4.18%		4.42%		3.84%		3.74%		4.81%		4.14%		4.48%
Expected term (in years)		10.00		5.00		10.00		5.00		10.00		5.00		10.00		5.00
Stock price volatility		97.90%		124.55%		95.82%		124.25%		97.45%		124.70%		96.18%		124.04%
Expected dividend yield		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%		0.00%

Schedule of warrant activity


							Weighted
							average
				Weighted			remaining		Aggregate
		Number of		average			contractual		intrinsic
(in thousands, except for share data and years)		shares		exercise price			life in years		value
Warrants outstanding at May 31, 2022		73,248		$	0.59		3.18		$	352
Granted		201,771		$	0.33
Exercised		(6,207)		$	0.63					758
Forfeited, expired, and cancelled		(8,902)		$	0.75
Warrants outstanding at May 31, 2023		259,910		$	0.37		4.57		$	7,276
Granted		115,582		$	0.28
Exercised		(3,000)		$	0.10					480
Forfeited, expired, and cancelled		(11,047)		$	0.63
Warrants outstanding at May 31, 2024		361,445		$	0.34		4.21		$	2,697
Warrants outstanding and exercisable at May 31, 2024		361,445		$	0.34		4.21		$	2,697