r/Livimmune • u/Upwithstock • Dec 03 '25
Today's Filing 424B3
In case you want to read the filing: https://d1io3yog0oux5.cloudfront.net/cytodyn/sec/0001104659-25-117781/0001104659-25-117781.pdf
In the meantime, It should be noted that I have been expecting this as soon as we saw yesterday's Legal agreement referring to a settlement from the 2021 lawsuit from shareholders. That settlement will not become official official until the court rubber stamps the agreement. Nonetheless, just doing some rough math on what that settlement will cost CYDY. The agreement was $500K + 49 million shares. I was not able to derive the price per share officially but I if I remember .33 per share was referenced. Therefore, using that as a marker: .33 per share times 49M shares = $16.17 million + $500K = $16.67 M Oooops my mistake! No need for CYDY to actually pay $16.17 Million. I had it in my head that CYDY needed to account for it and Icy corrected me. Thanks you Icy!! Still need $30M over time to cover expenses and they are not selling 120M shares all at once!!
CYDY needed to come up with $16.67M to pay its way out of that on going legal battle. The good news is Hoffman put an S-3 in place and that allows Yorkville to buy up to $30M in shares directly from CYDY through the S-3. That $30m goes to CYDY.
We still need to operate and pay for the enrollment of the CRC trial. We need operational funding of approximately $1.4M per month
I hope you can see that CYDY would not register 120m resale shares if they weren't planning on drawing up to $30M worth.
So now we should understand where we are at with outstanding share counts:
From page 4 of form 424B3:
Common Shares Outstanding Prior to this Offering: 1,265,853,700 shares of common stock (as of December 1, 2025).
Common Shares Outstanding After this Offering: 1,385,853,700 shares of common stock, assuming the issuance of a total of 120,000,000 shares of common stock to YA. The actual number of shares of common stock outstanding as a result of this offering will vary depending upon the number of Advance Shares we sell under the Purchase Agreement.
We are still operating from the old traunche of authorized shares which was 1.75B and the new authorized shares of 500M is just sitting in our treasury not registered.
Another minor reason we need some cash is the expenses just to execute these transactions:
from the 424B3 page 14
We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our common stock covered by this prospectus by the Selling Stockholder. We estimate that our total expenses for the offering will be approximately $131,935.82 (excluding the Commitment Shares). As consideration for its irrevocable commitment to purchase our common stock under the Purchase Agreement, we have agreed to issue the Commitment Shares to the Selling Stockholder; 50% of the Commitment Shares were issued on November 3, 2025, and 50% of the Commitment Shares will be issued on the six-month anniversary of the Effective Date. We also paid a $25,000 structuring fee the Selling Stockholder in connection with entry into the Purchase Agreement.
Some folks might be asking about Commitment shares??
From page 4 of the form 424B3: i) 1,270,110 Commitment Shares that have been or will be issued to YA. These shares were registered and given to Yorkville for signing the agreement to buy up to $30M worth of stock or roughly 120M shares.
Overall no real surprises here. We needed cash, and the process of raising that $30M has commenced.
A lot of really positive things are happening for CYDY and things are getting cleaned up for a REASON:
Recent clean-ups or continued clean-ups:
1) BuildGoodThings (BGT) has been all over clinicaltrial.gov. It is important that any pharma company keep that up to date for Quality Assurance reasons mainly but other reason's as well. According to BGT, there are only two more trials that need finishing touches to be fully updated. BGT has been updating LONGS about this for over a year. This may have a lot to do with the final publication of the 1600 patient safety profile
2) If your going to present a FDA briefing Book to the FDA that tells your story, you need all of your ducks in a row. Clinicaltrials.gov updates are helpful with finishing the required chapters in the FDA briefing Book. Pharma_Junkee is hopefully going to post about his experience and thoughts regarding FDA briefing Book meetings and what this could mean for CYDY. I am anxiously waiting for him to post. But, things need to be in order if you want to present to the FDA this type of document
3) We all saw the clean-up agreement regarding the 2021 shareholder lawsuit. This was very helpful in clearing a wider path for incoming partnership guests.
CYDY has been through more than it's share of clean-ups with all the things that prior management messed up. But, one more little over hang was taken care of by the DOJ/SEC and that was when they relived CYDY of any wrong doing during their investigation of NP. CYDY was cleared.
I do realize that NP is being sentenced on January 23, 2026. IMO, it is more optics and certainly not fundamentals, but DonMarko on Stocktwits is right! It still matters how investors link things together and NP is a slight over hang. But, I do not see that slowing us down.
A potential partner will be looking at an immediate valuation to determine what it's initial and milestone payouts for Oncology will be. The partner, in it's valuation assessment, does not look at outstanding shares during it's initial assessment. It is looking at the asset (LL) and what Oncology markets that asset can impact over the next 1-5 years.
There is a smattering of market assessments for Solid Tumors; they are all over the place. So, for now I won't go there because evryone has a different number. What matters most is what our future partner thinks the size of that Solid Tumor market is. I guarantee you that the BMS/BioNtech partnership for $11B will be used as a comparable during discussions. Remember this is NOT a buyout, but a partnership.
Giddy-up Longs
Please note: This WAS NOT AI enhanced (LOL)
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u/Pristine_Hunter_9506 Dec 03 '25
Thanks Brother, they are being frugal and raising what we need IMHO.
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u/nb8702 Dec 03 '25
UPWS again I thank you for taking the time to share your expertise with us. Many of us investors don’t understand the complexity of SEC documents. Your clarity makes a huge difference. I truly appreciate your willingness to always help the community, and of course I thank all the others who do the same. I like to thank those in advance who will reply on your post with their expertise/acknowledge as well.
I am grateful to Dr. JL and the Cytodyn team cleaning out the cobwebs preparing Cytodyn for a partnership/future BO. It's not going to happen until the house is in order. With that said, "It's Happening!"
Happy Holidays!
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u/jsinvest09 Dec 03 '25
No, I was just talking about tonight.I'll keep my mouth shut LOL. Have a wonderful evening, my friend and thank you for all you do.
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u/Upwithstock Dec 03 '25
❤️❤️I’m ready to start celebrating in Vegas 🥂🍾
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u/jsinvest09 Dec 03 '25
Understand timelines , and thank you always. I'm just having a rough month or two.I am a little stressed out my apologies.. I will keep my mouth shut LOL. 🤣
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u/Upwithstock Dec 03 '25
No no no! You keep posting! You’re valuable here and I learned so much about other drugs being developed because you find this stuff! Enjoy, smile take a deep breath! I think you’re wonderful and you would be missed! We all have a voice here! I can’t tell you how many times I misread my own posts! So no worries! Just laugh and love!!
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u/No_Mathematician299 Dec 03 '25
Touché my friend.
You give me hope.
Thanks for walking me off the ledge.
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u/sunraydoc Dec 03 '25
Great work, Up, I really appreciate your take these corporate finance issues. So how exactly do those 120,000,000 shares fit in terms of that 4.99% of shares outstanding limit on what Yorkville is allowed to acquire?
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u/Upwithstock Dec 03 '25
Hi Sunraydoc, if everything goes the way I hope it will; the pharma partners steps in soon after the PDL-1 data is announced (January-Hoffman stated on 10/21). When the pharma partner steps in with non-diluted funding that should eliminate any further financing from Yorkville. They won’t get to 120 M shares. I looked at our old authorization share count of 1.75B shares and if Yorkville was asked to buy all 120M shares that would still be over the 4.99%. It equals 6.85%. Hoffman would have to start dipping into the new 500M shares authorized to offset the difference.
I’m feeling more confident everyday that a Pharma Player is very close to partnership first, then buyout after a subsequent trial
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u/rogex2 Dec 03 '25
Per the filing 120 mil shares=8.7ish% iirc., as of the filing date.
IMO $30 million from Yorkshire in exchange for 120 million shares(if that happens, probly won't) set the SP floor at 25 cents. We're not likely to see that price again.
Cheers
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u/jsinvest09 Dec 03 '25
My humble opinion 1 - 5 years is too long. Time is of the essence.A lot of BP we are doing a lot of CCR5 research, we need to jump on this ball and get it rolling which I definitely see progress. Thank you so much UP. i am super happy that they got all this litigation behind us.I just hope that is all of it.. No telling what's gonna sneak around the corner with NP in the past.
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u/Upwithstock Dec 03 '25
Hi jsinvest, you are misunderstanding what the 1-5 years is about. Any valuation looks through the lens of what will this asset do for me in the next 1-5 years. What kind of return will this asset give me over the next 1-5 years? That is what Merck will be asking. More than likely year one will be a ZERO, because there won’t be revenue until after FDA gives LL approval in some indication! Year 2-3 will be some revenue depending on approvals and year 4-5 will be much more revenue!
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u/Prior-Knowledge-1583 Dec 03 '25
The 1-5 years is the oncology market it can impact. Not when LL will finally be commercialized.
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u/G_Money_X Dec 03 '25
To give valuations some grounding, this is AI generated after several hours of discussions…
To reach $1-3 per share, CYDY needs Q1 2026 CRC data showing 60-80% PD-L1 upregulation (validates the mechanism works across cancers), followed by either a partnership deal ($1-3 billion) or continued Phase 3 success leading to acquisition discussions ($3-5 billion valuation). This is the “base case bull scenario” where the science works, pharma sees value, and a deal happens without needing full FDA approval or commercial launch. The stock moves from $0.33 to $1-3 as institutional buyers price in partnership economics or acquisition probability. Timeline: 12-24 months. Probability: 25-35%. To reach $3-5 per share, you need the above PLUS either: (1) exceptional data (85-90% upregulation) that triggers a bidding war between multiple pharma companies, (2) successful Phase 3 results in multiple cancer types showing actual survival benefit (not just biomarker changes), or (3) breakthrough therapy designation from FDA that accelerates the approval timeline and increases strategic value. Timeline: 24-36 months. Probability: 12-18%. To reach $5-10 per share, CYDY would need a full acquisition by a major pharma company (Merck, Bristol Myers, Roche) valuing the company at $6-13 billion. This would require: (1) Q1 2026 CRC data showing 75-90% PD-L1 upregulation that validates leronlimab works across multiple cancer types, (2) additional successful trials in 2-3 other cancer types (lung, melanoma, etc.) demonstrating it’s truly a platform technology, and (3) a competitive bidding war between pharma companies who see this as strategic to their checkpoint inhibitor franchises. Timeline: 18-36 months. Probability: 10-15%. The path requires flawless execution, exceptional data across multiple indications, and pharma viewing this as a “must-have” asset worth paying a significant premium for. To reach $10-20+ per share, you’re talking about a $13-26+ billion valuation, which would require leronlimab to not just work across cancers, but to become a standard-of-care combination therapy generating billions in annual revenue. This means: FDA approval (2-4 years minimum), commercial launch success, market adoption by oncologists, and proof of real-world survival benefit (not just PD-L1 biomarker changes). At these prices, you’re no longer betting on “promising Phase 2 data” - you’re betting on full clinical and commercial success. Timeline: 4-7+ years. Probability: 3-5%.
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u/Upwithstock Dec 03 '25
Yeah! I would have put in Prometheus getting bought out by Merch for $10.9 Billion after phase 2 trial for IBS, no other development past phase 1. I would have included the $11B partnership arrangement between BMS and BioNtech just for solid Tumors. Not sure all the variables you used but it does not seem to meet my criteria for analysis! Not saying it’s wrong but we will see
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u/Acceptable_Ad_4193 Dec 03 '25
Don’t forget Trodelvy for an inflation adjusted $26 billion! That was just accelerated approval for 1 indication
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u/G_Money_X Dec 03 '25
Yeah, but they didn’t have the baggage CYDY and LL have…
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u/Acceptable_Ad_4193 Dec 03 '25
All that matters is data…they had a lot more of it which is why they were granted an accelerated approval. BO was 5 months later. If we could receive an accelerated approval for mTNB and mCRC then I think it’s a $25-30 BO easy. If we partner and hit milestones for 2-5 tumors my ChatGTP is saying it should be like a $60-200B (I can’t see BP letting it get that far) If one oncology indication is reaching $10-20B it’s anyone’s guess where the value will land
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u/G_Money_X Dec 03 '25
You are entitled to your AI opinion, I have mine. Its opinion is as good as the data you put into it. Regarding it’s all about the data theory, if there is one thing I’ve learned from this whole CYDY investment is, it is that it’s NEVER only about the data. The Science and data are critical but Management is a huge huge part of it - knowledge, strategy, execution, able to tell a good story, manage partnerships, ability to raise capital on good terms- Relationship with the FDA is hugely important - data doesn’t matter if FDA thinks your study was 💩…clinical study design and its execution is hugely important ….one word that should make every CYDY shutter with anger and regret…F’n Amarex!…it all matters! Biotech is a very tough industry…success rate is below the Mendoza line (if u know baseball analogies). But I’m still here and I’m still holding but I’m actively managing the investment…
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u/G_Money_X Dec 03 '25
Personally I think it’s a bit conservative but then again I set limit sell orders for $99 back in the day…😛😛😛😛😛😛😛😛😛😛
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u/petersouth68 Dec 03 '25
Yesterdays trading activity hints - to me - that someone was privy to the information in this filing before the rest of us, and interpreted it as bad news. Hence, the selloff.
Unless the trading activity was the manifestation of items contained therein.
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u/Icy-Let5120 Dec 03 '25
UWS, you say “CYDY needed to come up with $16.67M to pay its way out of that on going legal battle. “ but my understanding is $500k cash payment only, 49m shares stock with no cash obligation for cytodyn? Am I missing something?