Form SC TO-I/A - Tender offer statement by Issuer: [Amend]
10 July 2024 - 7:16AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment
No. 3 to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CYTODYN
INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
WARRANTS TO PURCHASE COMMON STOCK
(Title of Class of Securities)
23283M101
(CUSIP Number of Common Stock Underlying Warrants)
Jacob Lalezari
Chief Executive Officer
CytoDyn Inc.
1111 Main Street, Suite 660
Vancouver, Washington 98660
Telephone: 360-980-8524
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)
WITH COPY TO:
Mary Ann Frantz, Esq.
Miller Nash LLP
1140 SW Washington Street, Suite 700
Portland, Oregon 97205
Telephone: (503) 224-5858
¨ | Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to
which the statement relates:
| ¨ | third
party tender offer subject to Rule 14d-1. |
| x | issuer
tender offer subject to Rule 13e-4. |
| ¨ | going
private transaction subject to Rule 13e-3. |
| ¨ | amendment
to Schedule 13D under Rule 13d-2. |
Check
the following box if the filing is a final amendment
reporting the results of a tender offer: ¨
The alphabetical subsections used in the Item responses below correspond
to the alphabetical subsections of the applicable items of Regulation M-A promulgated under the federal securities laws.
If applicable, check the appropriate box(es) below to designate the
appropriate note provision(s):
| ¨ | Rule 13e-4(i) (Cross-Border
Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer) |
EXPLANATORY NOTE
This
Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO originally filed by CytoDyn Inc. on June 3,
2024, as amended on June 20, 2024 and June 28, 2024, in order to incorporate by
reference CytoDyn Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 2024.
Date: July 9, 2024 | CYTODYN INC. |
| | |
| By: | /s/ Jacob Lalezari |
| Name: | Jacob Lalezari |
| Title: | Chief Executive Officer |
| | (Principal Executive Officer) |
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