CytoDyn Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Equity Awards and Warrants (Tables)

Equity Awards and Warrants (Tables)

9 Months Ended

Feb. 28, 2023

Equity Awards and Warrants

Schedule of warrant liability and equity


(in thousands)		Liability Classified Warrants
Balance at May 31, 2022	$	—
Classified as liability due to lack of shares availability at issuance		14,522
Classified as equity upon increase in availability		(23,123)
Loss on derivative due to change in fair market value		8,601
Balance at August 31, 2022	$	—
Balance at November 30, 2022	$	—
Classified as liability due to variable settlement term		2,057
Classified as equity upon finalized settlement term		(2,212)
Loss on derivative due to change in fair market value		155
Balance at February 28, 2023	$	—

Schedule of assumptions used in determination of fair value



		Initial Fair Market Value at Issuance								Fair Market Value at Equity Classification
		Backstop		Backstop		Placement		Backstop		Backstop		Backstop		Placement		Backstop
		Warrant #1		Warrant #2		Agent 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%

Schedule of stock option activity


							Weighted
							average
				Weighted			remaining		Aggregate
		Number of		average			contractual		intrinsic
(in thousands, except per share data and years)		shares		exercise price			life in years		value
Options outstanding at May 31, 2022		17,457		$	1.53		7.79		$	—
Granted		12,417		$	0.41
Exercised		—		$	—
Forfeited, expired, and cancelled		(7,783)		$	1.16
Options outstanding at February 28, 2023		22,091		$	1.02		8.12		$	—
Options outstanding and exercisable at February 28, 2023		12,698		$	1.28		7.15		$	—

Schedule of Company RSU and PSU activity


		Number of		Weighted-average			remaining contractual
(shares in thousands)		RSUs and PSUs (1)		grant date fair value			life in years
Unvested RSUs and PSUs at May 31, 2022		300		$	3.12		0.58
RSUs and PSUs granted		1,293			0.58
Unvested RSUs and PSUSs forfeited		(150)			3.12
RSUs and PSUs vested		(150)			3.12
Unvested RSUs and PSUs at February 28, 2023		1,293		$	0.58		1.04

(1)	The number of PSUs disclosed in this table are at the target level of 100%.

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		119,022		$	0.25
Exercised		(4,965)		$	0.75
Forfeited, expired, and cancelled		(7,412)		$	0.75
Warrants outstanding at February 28, 2023		179,893		$	0.33		4.39		$	12,245
Warrants outstanding and exercisable at February 28, 2023		179,893		$	0.33		4.39		$	12,245