Item 1.01. Entry into a Material Definitive Agreement.
On
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
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
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
The Company agreed to use commercially reasonable efforts to file a Registration
Statement on Form S-3 with the
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 datedJuly 29, 2020 10.1 Securities Purchase Agreement betweenCytoDyn Inc. and IliadResearch and Trading, L.P. datedJuly 29, 2020 10.2 Security Agreement betweenCytoDyn Inc. andIliad Research andTrading, L.P. datedJuly 29, 2020
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