CytoDyn Inc. 8-K

What Happened

• CytoDyn Inc. filed an 8-K on March 24, 2026 announcing that it and the holders of two secured convertible promissory notes agreed to extend each note’s maturity by 36 months. The original notes were issued in April 2021 (Note 1: $28.5 million, April 2, 2021; Note 2: $28.5 million, April 23, 2021) and had effective maturities in April 2026 before this extension.
• As consideration for the extension, CytoDyn agreed to make monthly payments totaling $1,000,000 (covering both notes) in shares of common stock calculated at the lower of (i) the prior trading day’s closing price or (ii) the average closing price for the prior five trading days. The monthly stock payments continue through the new maturities of April 5, 2029 (Note 1) and April 23, 2029 (Note 2). The annual interest rate on each note was reduced to 5%.

Key Details

• Two secured convertible promissory notes: Note 1 and Note 2, each originally $28.5 million principal (issued April 2 and April 23, 2021).
• Extension date and agreement filed: March 24, 2026; extension term: 36 months to April 5, 2029 and April 23, 2029.
• Monthly consideration: $1,000,000 in common stock (total for both notes), priced using the lower of prior-day close or 5-day average close.
• Interest rate: reduced to 5% per annum for each note.

Why It Matters

• The deal delays cash repayment obligations by three years but converts monthly payments into stock, which will dilute existing shareholders over the extension period.
• Investors should note the reduced interest rate (from prior levels to 5%) and the use of common stock for monthly payments, both of which affect debt servicing and equity dilution.
• This is a material financing amendment disclosed under Item 1.01 of the 8-K and may impact CytoDyn’s capital structure and share count through 2029.