EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) to Schedule 13D is being filed jointly by (i) Dr. Richard G. Pestell, a citizen of
Australia and the United States of America (“Dr. Pestell”), as the founder and majority equity holder of ProstaGene, LLC, a Delaware limited liability company (“ProstaGene,” and together with Dr. Pestell, the
“Reporting Persons”), and (ii) ProstaGene.
This Amendment is being filed to supplement and amend the Schedule 13D filed with the
Securities and Exchange Commission on November 26, 2018 (the “prior Schedule 13D”) with respect to beneficial ownership of the shares of Common Stock, par value $.001 per share (the “Common Stock”) of CytoDyn Inc., a
Delaware corporation (the “Issuer”). The prior Schedule 13D, as amended and supplemented by this Amendment, is referred to herein as “this Schedule 13D.”
This Amendment constitutes an exit filing for ProstaGene.
This
Amendment hereby amends Item 5 of the prior Schedule 13D as follows:
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and restated in its entirety to read as follows:
(a)-(b) Beneficial ownership percentage is based upon 304,153,264 shares of Common Stock of the Issuer, issued
and outstanding as of February 13, 2019, based on information reported by the Issuer in its prospectus filed pursuant to Rule 424(b)(3), filed with the Securities and Exchange Commission on February 14, 2019. Dr. Pestell is the
founder and majority equity holder of ProstaGene, of which substantially all the assets and certain liabilities were acquired by the Issuer on November 16, 2018, as reported in Item 4 and Item 6 of this Schedule 13D.
As of February 13, 2019, Dr. Pestell held a direct interest in (i) 8,342,000 shares of Common Stock that are subject to certain transfer
restrictions as set forth in the agreements entered into in connection with the Acquisition, as reported in Item 6 of this Schedule 13D (the “Restricted Shares”), (ii) 8,197,076 shares of Common Stock subsequently distributed to
Dr. Pestell by ProstaGene (the “Distribution Shares”), and (iii) stock options to purchase 350,000 shares of Common Stock of the Issuer issued to Dr. Pestell in connection with his appointment as the Issuer’s Chief
Medical Officer (the “Option Shares”), which are not exercisable within 60 days of the date of this report.
As of February 13, 2019,
Dr. Pestell held an indirect interest in (i) 414,351 of the 555,555 remaining shares of Common Stock issued to ProstaGene on the closing date of the Acquisition for further distribution to its members (the “Closing Date Shares”), and
(ii) 4,171,013 of the 5,400,000 shares of common stock held in escrow for the benefit of ProstaGene, as reported in Item 6 of this Schedule 13D (the “Escrow Shares”).
As a result of the foregoing, for purposes of Reg.
Section 240.13d-3,
Dr. Pestell may be deemed to
beneficially own (i) 8,342,000 Restricted Shares, (ii) 8,197,076 Distribution Shares, (iii) 555,555 Closing Date Shares, and (iv) 5,400,000 Escrow Shares, for an aggregate beneficial ownership percentage of approximately 7.4% of the shares of
Common Stock deemed to be issued and outstanding as of February 13, 2019. Dr. Pestell disclaims beneficial ownership of the 5,955,555 shares of Common Stock held directly by ProstaGene except to the extent of his pecuniary interest
therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
As of February 13, 2019, for purposes of Reg.
Section 240.13d-3,
ProstaGene may be deemed to beneficially
own (i) 555,555 Closing Date Shares, and (ii) 5,400,000 Escrow Shares, for an aggregate beneficial ownership percentage of approximately 2.0% of the shares of Common Stock deemed to be issued and outstanding as of February 13, 2019. ProstaGene
disclaims beneficial ownership of any shares of Common Stock held directly by Dr. Pestell.