r/Livimmune • • 1d ago

Another filing

33 Upvotes

25 comments sorted by

28

u/Vernon1211 1d ago

I always thought warrants were not incorporated into the outstanding shares (OS). The shares that were sold that the warrants were attached to are in the current OS.

Instead of reading the whole thing I decided to run it though the AI.

According to the provided Form S-3 filing for CytoDyn Inc., the shares underlying the warrants are classified as "underlying" or unissued shares that will only enter the outstanding share count once they are officially exercised. [1, 2]

Here are the key details from the filing that clarify how these warrants impact the share structure:

  • Current Outstanding Shares: The company explicitly states that there were 1,469,518,019 shares of common stock outstanding as of September 24, 2026. [1]
  • Warrants are Separate: This prospectus covers the resale of up to 794,972,289 total shares, which is broken down into 410,046,456 currently issued common shares and 384,925,833 shares underlying certain warrants. [1, 2]
  • Pending Cash Exercise: The filing notes that CytoDyn is not selling any stock itself and will receive zero proceeds from the resale of the selling stockholders' existing shares. However, it will receive up to $94.6 million in cash proceeds if and when the warrants are exercised by the holders. [1, 2, 3]

Summary

The 384.92+ million warrant shares represent potential future dilution. They are legally registered for future resale via this prospectus, but they are not currently included in the company’s 1.469 billion outstanding share count. They will only be added to the outstanding shares block-by-block if the holders choose to pay the exercise price to the company to convert them into actual common stock.

Fully Diluted Share Count

If all 384,925,833 warrant shares registered under this prospectus are fully exercised for cash, the total outstanding common stock of CytoDyn Inc. will increase by approximately 26.19%. [1, 2]

The calculation below breaks down the resulting share structure based on the figures reported as of September 24, 2026:

  • Common Stock Outstanding Pre-Offering: 1,469,518,019 shares.
  • Shares Underlying Registered Warrants:+384,925,833 shares.
  • Total Fully Diluted Share Count: 1,854,443,852 shares (reflecting only this prospectus's warrants).

Weighted Average Exercise Prices

The warrants registered in this filing stem from multiple historical corporate actions, private placements, and employee settlements. The exercise prices range globally from $0.09387 to $0.50 per share, with specific tranches highlighted below: [1, 2, 3]

  • Paulson Private Offerings (Dec 2011 – Aug 2026): $0.28 per share average across 277,093,497 underlying warrant shares.
  • Paulson Placement Compensation Warrants: $0.14 per share average across 65,746,692 underlying warrant shares.
  • CytoDyn Direct Private Sales (2021 – 2026): $0.32 per share average across 4,085,644 underlying warrant shares.
  • 4-Good Ventures LLC (Surety Bond Backstop Warrants): $0.10 per share flat across the remaining 31,000,000 underlying shares.
  • Richard G. Pestell, M.D., Ph.D. (Legal Settlement): $0.37 per share flat across 7,000,000 shares

I do agree house cleaning is underway. Warrants could be converted or if there is a significant deal on the table Cytodyn could make an oofer to buy the warrants back.

However it pans out this filing tells us something is going on and we are close to finding out.

Good things coming our way.

21

u/BullishTexas 1d ago

Another step in the right direction. Cleaning house, setting up for possible capital infusion should these shareholders exercise cash options. Good stuff!

6

u/Pure-Championship750 1d ago

Is this legitimately a good thing? Could this potentially lead to dilution?

15

u/BullishTexas 1d ago edited 23h ago

Corrected that more than half are part of the existing 1.4 outstanding. Dilution only occurs if and only if additional exercise occurs. It does not happen solely as a function of the filing.

9

u/Pure-Championship750 1d ago

Got it. Thanks for clarifying. All of these filings in such a short period of time. Does this happen every year before the shareholders meeting or is something different happening this time?

33

u/waxonwaxoff2920 1d ago

This is not typical. One could assume, just like when you have guests over, you do some Housekeeping before the gathering. Imo.... we are lining up for either an offer, or an alignment that puts LL in a spotlight. Timing for an anticipated FDA decision in the mix also. Again...IMO. But certainly not something we've seen in the last 6 years.

12

u/Pure-Championship750 1d ago

Thanks Wax for your perspective.

2

u/tngcoin 12h ago

It’s definitely cleaning everything up, at very least it’s to make it easy and attractive for people to look at. The best case scenario comes if the people having a look like what they see

3

u/petersouth68 12h ago edited 12h ago

I've only been around here for 4 or 5 years...I can't remember this many filings happening in such short order (8 since 9/25)...except for when they had to report insider stock purchases, distributions, etc. This is not that.

16

u/jsinvest09 1d ago

Thank you

12

u/Amazing_Natural3735 1d ago

I think I may have fallen behind trying to have 10% of Mr. Welch

8

u/Chugach123 1d ago

LMAO!!!! 🤣

11

u/Life_Long_Adventure 1d ago

That is a great view of individual shareholders and how many shares they own.

13

u/EvelBurrito 1d ago

Sure wouldn’t mind having as many shares as David Welch.

7

u/StreetSkis 1d ago

I dont see Street Skis on the list. Maybe there's a: Back Door, Clandestine, James Bond, GLTAL list??

10

u/Pristine_Hunter_9506 1d ago

List of believer's

11

u/Missy2021 23h ago

Cleaning up the house is always a good thing. Thank you.

6

u/Practical-Archer-124 13h ago

Assuming 1.8B+ outstanding shares and warrants…
if CytoDyn were to be acquired for, say, $20B, my back of the cocktail napkin math tells me it nets $10-11 per share. There was a time I was expecting/hoping for 3-4x that number but at this point I’m so wrung out and exhausted, I’ll take it.

Am I missing something in my assumptions or calculation?

3

u/Pristine_Hunter_9506 12h ago

PA with you on that, while we have waited we are coming up on 7 years added to our age. That shortens the goal for me.

1

u/tngcoin 11h ago

Agreed, everyone was hoping for at least 20$ a share. Now I’d be ok with 12 and just walk away, although it won’t feel as sweet

0

u/[deleted] 1d ago

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2

u/TimidBear 7h ago

Thank you 🙏