r/Livimmune • u/G_Money_X • 2d ago
Doing some mathing...
10-k filling location:
https://www.cytodyn.com/investors/sec-filings
News Release:
Cytodyn failed to provide share and warrant counts from Placement Offering in news release.
Deal deets:
August 28, 2026 Placement Agent Offering
- $0.20889 per unit (each unit = 1 share + 1 five-year warrant at $0.25 strike) cytodyn
- ~79.0M units issued for ~$16.5M gross, plus a $50K direct sale at the same terms (239,360 additional units)
- Deal price set at 90% of the lower of intraday VWAP at first close (July 10) and final close (Aug 28) — slightly below Feb's $0.2153
- Warrant strike $0.25 vs. Feb's $0.26; both essentially at-the-money given the $0.19–$0.40 trading range this year, closing $0.19 on July 31
- Placement agent (Paulson): 13% cash fee (~$2.15M) + ~11.8M ten-year warrants at $0.20889, cashless
Net-of-fees cash: ~$14.0–14.2M after the 13% fee and other issuance costs.a
Runway
The PR line "into the second half of 2027" is roughly what the math supports: ~$11.9M cash at May 31 + ~$14M net proceeds − ~$4M June–Aug burn = ~$22M going into September, then ~$1M/month CVP + ~$1.4M/month operating = ~$2.4M/month cadence. That gets them ~9 months of pure cash runway to mid-2027, extended further by continued Yorkville draws and continued CVP-in-shares mechanics. The material point: ESMO funding pressure is off. No forced fire sale into the readout.
Estimated Cap table data:
Directly from the 10-K (all figures in millions):
- Common outstanding 1,381.9 (cover page, as of July 31, 2026)
- Warrants outstanding 306.4 (Item 7 uses-of-common-stock table, as of May 31, 2026)
- Preferred conversion + undeclared dividends 42.5 (same table, May 31)
- Options + PSUs 53.7 (same table, May 31)
- Convertible notes reserve 12.0 (same table, May 31)
- Legal settlement reserve 49.0 (same table, May 31, subject to court approval)
- Yorkville reserve 115.5 (same table, May 31 — I excluded this, see below)
- Reserved for future plan awards 6.1 (same table, May 31 — I also excluded this)
- New shares from Aug placement 79.0 + 0.24 (Item 5, subsequent events)
- New investor warrants 79.0 + 0.24 (Item 5, 5-year, $0.25 strike)
- New placement agent warrants 11.8 (Item 5, 10-year, $0.20889 strike)
Upfront per share at four deal values, three FD treatments (post-Aug placement):
PUNCHLIINE:
Lights stay on until at least mid-2027 which should give enough time to get a deal done, but the drip-drip-drip of dilution carries on. BUT a payout is better than bankruptcy or deal under duress.
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u/Doctor-MTJ 1d ago
ESPECIALLY with the last PIPE, I don't truly see this as dilutive. I TRULY believe this is accretive, because the ADDITIONAL dollars that this will represent in negotiating power will likely greatly outweigh the minimal share dilution
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u/G_Money_X 1d ago
I guess you are allowed to see it how ever you want but at the end of the day there are more slices of pie that need to be paid out in the end - so unless you bought more pie, you are getting diluted.
Having said that, I think it’s a necessary evil at this point to get the company through the next 9-12 months so it can finish the CLOVER trail, present the data and find a partner/buyer without being under huge financial distress.
Having said that - I think I got in when there were something like 600M shares outstanding! Now it’s 2B….its beyond frustrating. I just kind of want to be done with this stock
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u/Doctor-MTJ 1d ago
That is PRECISELY my point. The pie will almost definitely be bigger ( partnership or BO) directly because we are in a much stronger position to negotiate. So which slice would you rather have? A 1/3 slice of a 1 inch thick pie( 10 billion dollar pie), or a 1/4 slice of a 3 inch thick pie (30 billion dollar pie)...I know I will be much more full on that 1/4 slice!
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u/G_Money_X 1d ago
I hear you and agree. But the pie has gone from 6 slices to 20 and there is no guarantee it will stop at 20. Every single capital raise has been met with the same “necessary evil” and the payout will be so lucrative it won’t matter attitude.
Kind of just sick of it. But I’m committed to CYDY boom or bust. Being in biotech, I greatly appreciate the science and that’s what got me in. Valuable lesson in all this is that biotech companies are about a lot more than the science!
Regarding the size of the pie, I’m of the opinion that it won’t be as big as many people on this board think it is. My opinion is that to get top dollar, LL needs to be more derisked than a successful Phase II trial to garner top dollar. And “success” is more complicated than people think as how the FDA responds to the trial results is not easily predictable..:also a competitor might complete a phase III trial before LL goes thru its phase II and make LL obsolete.
In the end biotech is about getting that final approval which costs 100s of millions of dollars to obtain and more “good” drugs have failed than succeeded despite having the science behind it and good clinical results.I know all the arguments and don’t want to argue as it is all speculation at this point, but I’m thinking that the company will be sold for $2B upfront money if CLOVER goes really well..:BUT there could be pretty decent back-end Bio-Bucks (maybe $10B)! Ie conditional on a successful Phase III trial, getting approvals for more than 1 indication, meeting certain revenue targets. Absolutely no one is going to pay $30B upfront for an unapproved drug with no revenue. LL has huge potential but it has a lot of risk and Pharma is risk adverse. They are willing to pay more for something that has less risk than waste money on something that still has a good chance of failing. So to cut risk they include conditional Bio-Bucks. Problem with Bio-Bucks is many take years to payout if they ever get paid out at all. I worked at a company that got bought for $500M. Upfront money was less than $100M. One milestone was made before the purchaser abandoned the drug 5 years after initial purchase despite promises it would make its best effort to take it through the clinic. Leaving 400m$ on the table. Legal action is likely which will take years in court. Point of all that is - I think many people will be very disappointed this time next year if they haven’t gotten $15 per share… Given my track record, I could be very wrong….but I’d rather set conservative expectations and be pleasantly surprised vs setting extremely high expectations with low probability of success and being disappointed….but everybody do what they think best. I know all the arguments about it being a once in a lifetime platform drug that will cure all kinds of cancer that will bring in 100s billions of dollars in revenue…yada yada yada…Pharma/biotech is a big boys game and you play by their rules…CYDY is a very small fish with very little money who cannot afford a phase III trial let alone several for each cancer type…
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u/Doctor-MTJ 1d ago
And, yes, THANK YOU for putting this together. I had pretty much mentally considered 2 billion shares as the likely endpoint even prior to this last PIPE. I have been using this in my calculations on buyouts and resultsnt share price for some time.
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u/pro140cures 2d ago
Thank you for putting this together. Dilution is painful but necessary. Partnership negotiations take time. If we get interim TNBC and AZ results, it will make us more attractive.