This prospectus relates to the resale of up to 410,046,456 shares of our common stock, par value $0.001 per share (the “common stock”) and 384,925,833 shares of our common stock underlying certain warrants (collectively, the “Shares”) by the selling stockholders identified in this prospectus under “Selling Stockholders.” The selling stockholders may sell all or a portion of the Shares from time to time, in amounts, at prices and on terms determined at the time of sale. The Shares may be sold by any means described in the section of this prospectus entitled “Plan of Distribution” beginning on page 43.
We are not selling any shares of our common stock under this prospectus and will not receive any proceeds from the sale of these Shares by the selling stockholders. We will, however, receive proceeds from any warrants that are exercised through the payment of the exercise price in cash. We will bear all other costs, fees and expenses incurred in effecting the registration of the Shares covered by this prospectus. All selling and other expenses incurred by the selling stockholders will be borne by the selling stockholders.
We are registering the offer and sale of [a majority] of the Shares pursuant to certain registration rights granted to certain selling stockholders. The registration of the Shares does not necessarily mean that any of the Shares will be offered or sold by the selling stockholders. The timing and amount of any sale is within the sole discretion of the selling stockholders.
Our common stock is quoted on the OTCQB of OTC Markets Group, Inc. under the symbol “CYDY.” On October 6, 2026, the closing price of our common stock was $0.20 per share.
Investing in our securities involves risk. You should carefully consider the risks that we have described under the section captioned “Risk Factors” in this prospectus on page 7 before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus is part of a registration statement on Form S‑3 (the “Registration Statement”) that we filed with the U.S. Securities and Exchange Commission (the “SEC”). You should read this prospectus and the information and documents incorporated by reference carefully. Such documents contain important information you should consider when making your investment decision. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.
This prospectus may be supplemented from time to time to add, to update or change information in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this prospectus. This prospectus and any future prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or that the information contained by reference to this prospectus or any prospectus supplement is correct as of any time after its date.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”
CytoDyn Inc. and its consolidated subsidiaries are referred to herein as “CytoDyn,” “the Company,” “we,” “us,” and “our,” unless the context indicates otherwise.
1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements that involve risks, uncertainties, and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction, or disappointment with current prospects, as well as words such as “believes,” “hopes,” “intends,” “estimates,” “expects,” “projects,” “plans,” “anticipates,” and variations thereof, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Our forward-looking statements are not guarantees of performance, and actual results could vary materially from those contained in or expressed by such statements. Our forward-looking statements reflect our current views with respect to future events and are based on currently available financial, economic, scientific, and competitive data and information on current business plans.
Forward-looking statements include, among others, statements about leronlimab, its ability to have positive health outcomes, the Company’s ability to implement a successful operating strategy for the development of leronlimab and thereby create shareholder value, the ability to obtain regulatory approval of the Company’s drug products for commercial sales, and the strength of the Company’s leadership team. The Company’s forward-looking statements are not guarantees of performance, and actual results may vary materially from those contained in or expressed by such statements due to risks and uncertainties, including: (i) the regulatory determinations of leronlimab’s safety and effectiveness to treat the disease and conditions for which we are studying the product by the U.S. Food and Drug Administration (the “FDA”) and, potentially, drug regulatory agencies in various other countries; (ii) the Company’s ability to raise additional capital to fund its operations; (iii) the Company’s ability to meet its debt and other payment obligations; (iv) the Company’s ability to recruit or retain key employees; (v) the Company’s ability to enter into or maintain partnership or licensing arrangements with third-parties; (vi) the timely and sufficient development, through internal resources or third-party consultants, of analyses of the data generated from the Company’s clinical trials required by the FDA or other regulatory agencies in connection with applications for approval of the Company’s drug product; (vii) the Company’s ability to achieve approval of a marketable product; (viii) the design, implementation, and conduct of clinical trials; (ix) the results of any such clinical trials, including the possibility of unfavorable clinical trial results; (x) the market for, and marketability of, any product that is approved; (xi) the existence or development of vaccines, drugs, or other treatments that are viewed by medical professionals or patients as superior to the Company’s products; (xii) regulatory initiatives, compliance with governmental regulations, and the regulatory approval process; (xiii) legal proceedings, investigations, or inquiries affecting the Company or its products, including the finalization of an agreement in principle to settle the class-action litigation filed against the Company in the state of Washington; (xiv) general economic and business conditions; (xv) changes in domestic and foreign political and social conditions; (xvi) stockholder actions or proposals with regard to the Company, its management, or its Board of Directors; and (xvii) various other matters, many of which are beyond the Company’s control.
We intend that all forward-looking statements made in this prospectus will be subject to the safe harbor protection of the federal securities laws and regulations pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the extent applicable. Except as required by law, we do not undertake any responsibility to update these forward-looking statements to consider events or circumstances that occur after the date of this prospectus. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events that may cause actual results to differ from those expressed or implied by these forward-looking statements.
2
PROSPECTUS SUMMARY
This summary highlights certain information about us, this offering, and information appearing elsewhere in this prospectus and in the documents we incorporate by reference. This summary is not complete and does not contain all of the information that you should consider before investing in our securities. To fully understand this offering and its consequences to you, you should read this entire prospectus carefully, including the information referred to under the heading “Risk Factors” in this prospectus on page 7, and the financial statements and other information incorporated by reference in this prospectus, when making an investment decision. This is only a summary and may not contain all the information that is important to you. You should carefully read both this prospectus and any accompanying prospectus supplement, including the information incorporated by reference therein, and any other offering materials, together with the additional information described under the heading “Where You Can Find More Information.”
About Us
The Company is a clinical-stage biotechnology company focused on the clinical development and potential commercialization of its product candidate, leronlimab, which is being studied for its potential in solid-tumor oncology. Leronlimab targets CCR5, a receptor increasingly recognized for its role in tumor progression, metastasis, and immune regulation, providing the Company with the opportunity to explore a potentially differentiated therapeutic approach across multiple solid tumor indications.
Our current business strategy is to continue the clinical development of leronlimab, which may include the following:
1.
Complete our Phase 2 study of leronlimab in patients with relapsed/refractory microsatellite stable colorectal cancer, also known as the CLOVER study;
2.
Conduct additional studies exploring leronlimab and its therapeutic potential in other solid-tumor oncology indications, including but not limited to metastatic triple-negative breach cancer; and
3.
Pursue strategic partnerships that will fund, advance, and/or expedite clinical development and regulatory progress, towards the prospective commercialization of leronlimab.
Corporate Information
CytoDyn Inc. is a Delaware corporation with its principal executive offices at 1111 Main Street, Suite 660, Vancouver, Washington 98660, telephone (360) 980-8524. Our website can be found at www.cytodyn.com. We do not intend to incorporate any contents from our website into this prospectus. Effective August 27, 2015, we completed a reincorporation from Colorado to Delaware. Effective November 16, 2018, we implemented a holding company reorganization, as a result of which we became the successor issuer and reporting company to the former CytoDyn Inc. (now our wholly owned subsidiary, CytoDyn Operations Inc.).
Smaller Reporting Company
We are a “smaller reporting company” as defined in rules adopted under the Exchange Act. As a result, we may take advantage of certain reduced disclosure obligations available to smaller reporting companies, including the exemption from compliance with the auditor attestation requirements pursuant to the Sarbanes-Oxley Act of 2002, reduced disclosure about our executive compensation arrangements and the requirements to provide only two years of audited financial statements in our annual reports and registration statements. As currently defined, we will continue to be a “smaller reporting company” as long as (1) we have a public float (i.e., the market value of our common stock held by non-affiliates) less than $250 million calculated as of the last business day of our most recently completed second fiscal quarter, or (2) our annual revenues are less than $100 million for our previous fiscal year and we have either no public float or a public float of less than $700 million as of the end of that fiscal year’s second fiscal quarter. Reduced disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.
3
Summary of Transactions in which Shares of Common Stock and Warrants Held by Selling Stockholders Were Issued
The selling stockholders identified in this prospectusmay sell shares of our common stock as shown under “Selling Stockholders” below. The transactions in which the shares of our common stock available for resale under this prospectus were or may be acquired by the selling stockholders, including shares underlying warrants to purchase our common stock, are described below.
Sales of Common Stock and Warrants in Private Offerings through Paulson Investment Company, LLC. During the period from December 2011 through August 2026, the Company engaged in a series of private offerings of common stock and warrants to purchase common stock to accredited investors through Paulson Investment Company, LLC, as placement agent. A total of 255,902,505 shares of our common stock sold in the offerings or issued upon the exercise of warrants sold in the offerings, as well as 277,093,497 shares of common stock underlying the warrants, are among those being offered for resale as shown under “Selling Stockholders”. The weighted average exercise price of the outstanding warrants is $0.28 per share.
Issuances of Shares of Common Stock in Settlement of Convertible Promissory Notes and Exercise of Warrants Sold in Private Offerings by Us. In August 2015 and early 2018, we issued shares of common stock in settlement of the principal amount of, plus accrued but unpaid interest on, convertible promissory notes previously sold by us in private offerings of the notes and warrants to purchase common stock to accredited investors. A total of 2,518,366 shares of our common stock issued in settlement of the convertible promissory notes and upon the exercise of related warrants are among those being offered for resale as shown under “Selling Stockholders”.
Issuances of Warrants and Shares Issued upon Exercise of Warrants Issued to Paulson Investment Company, LLC, as Compensation in Connection with Offerings of Common Stock and Warrants and Convertible Promissory Notes. A total of 4,863,182 shares of common stock issued upon the exercise of warrants to purchase our common stock issued to Paulson Investment Company, LLC, or to its designees, as well as 65,746,692 shares of common stock underlying warrants with a weighted average exercise price of $0.14 per share issued as compensation for its services in connection with private offerings and registered direct offerings of shares of our common stock, warrants, and convertible promissory notes that occurred during the period from December 2011 through August 2026, are among those being offered for resale as shown under “Selling Stockholders”.
Public Tender Offers. The Company conducted a total of four public tender offers during 2018, 2019, and 2024 pursuant to which the Company offered to exchange warrants held by the investors for warrants with a reduced exercise price, conditioned upon the immediate exercise of the warrants. A total of 82,496,090 shares of common stock issued pursuant to the exercise of the warrants issued in the tender offers are among those being offered for resale as shown under “Selling Stockholders”.
Private Warrant Exchanges. In May 2019, January 2020, June 2020, October 2020, March 2021, and December 2022, the Company entered into warrant exchange agreements with investors in which the Company offered to issue warrants to purchase shares of common stock with a reduced exercise price in exchange for warrants held by the investors, conditioned on the immediate exercise of the warrants issued in exchange. In some cases, additional shares of common stock were issued as an added inducement for the exercises. A total of 29,666,066 shares of common stock issued in connection with the private warrant exchanges are among those being offered for resale as shown under “Selling Stockholders”.
Legal Settlement Issuances. In August 2021, we settled a dispute with a placement agent in part through the issuance of warrants to purchase common stock. A total of 23,597 shares of common stock issued upon exercise of the warrants are among those being offered for resale as shown under “Selling Stockholders”.
Sales of Common Stock and Warrants in Private Sales Conducted by Us. During November 2021, the period from February 2022 through April 2022, and January, February, and August 2026, the Company entered into private sale transactions of common stock directly with accredited investors, as well as warrants to purchase common stock in
4
certain transactions. A total of 26,515,728 shares of common stock sold in the private sale transactions or issued upon the exercise of warrants sold in the private sale transactions, as well as 4,085,644 shares of common stock underlying warrants with a weighted average exercise price of $0.32, are among those being offered for resale as shown under “Selling Stockholders”.
Warrants Issued to 4-Good Ventures LLC. On February 14, 2022, we entered into a Surety Bond Backstop Agreement (the “Backstop Agreement”) with David F. Welch, Ph.D., both individually and in his capacity as trustee of a revocable trust, LRFA, LLC, a Delaware limited liability company, and certain other related parties (collectively, the “Indemnitors”). Pursuant to the Backstop Agreement, the Indemnitors agreed to assist the Company in obtaining a surety bond (the “Surety Bond”) for posting in connection with the Company’s ongoing litigation with Amarex Clinical Research, LLC, by, among other things, agreeing to indemnify the issuer of the Surety Bond with respect to the Company’s obligations under the Surety Bond. Under the Backstop Agreement, the Company issued to 4-Good Ventures LLC, an affiliate of the Indemnitors (“4-Good Ventures”), two warrants, each for the purchase of 15,000,000 shares of our common stock, as a backstop fee, each with a five-year term and, as amended in July 2022 and December 2022, an exercise price of $0.10 per share and an additional two warrants, each for the purchase of 7,500,000 shares of our common stock, each with a five-year term and an exercise price of $0.10 per share (the “Backstop Warrants”). The remaining 31,000,000 shares of common stock underlying the Backstop Warrants, as well as 8,060,922 shares of common stock received by the revocable trust upon exercise of a portion of one of the Backstop Warrants, are among those being offered for resale as shown under “Selling Stockholders”.
Warrants Issued to Richard G. Pestell, M.D., Ph.D. In May 2022, we issued to Richard G. Pestell, M.D., Ph.D., warrants with a three-year term to purchase 7,000,000 shares of common stock with an exercise price of $0.37 per share in connection with the settlement of a lawsuit related to Dr. Pestell’s former employment as our Chief Medical Officer. The shares of common stock are among those being offered for resale as shown under “Selling Stockholders”.
5
THIS OFFERING
We are registering for resale by the selling stockholders named herein an aggregate of 794,972,289 shares of our common stock as described below.
Issuer:
CytoDyn Inc.
Securities being
offered:
410,046,456 shares of common stock and 384,925,833 shares underlying outstanding warrants to purchase our common stock, as listed in the table under “Selling Stockholders” below.
Common stock outstanding prior to this offering:
1,469,518,019 shares of common stock as of September 24, 2026.
Use of proceeds:
We will not receive any of the proceeds from the sale or other disposition of shares of our common stock by the selling stockholders. The selling stockholders will bear all selling and other expenses incurred in connection with the sale or other disposition by them of the shares covered hereby. However, if all the warrants covered by this prospectus are exercised for cash, we may receive proceeds of up to approximately $94.6 million, as further described in “Use of Proceeds.”
Market for common stock:
Our common stock is quoted on the OTCQB of the OTC Market under the symbol “CYDY.” On October 6, 2026, the closing price of our common stock was $0.20 per share.
Risk factors:
The purchase of our securities involves a high degree of risk. See “Risk Factors” below and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our securities.
6
RISK FACTORS
Investing in our securities involves risks. You should carefully consider the risks, uncertainties, and other factors described in our most recent Annual Report on Form 10‑K, as supplemented and updated by subsequent Quarterly Reports on Form 10‑Q and Current Reports on Form 8‑K that we have filed or will file with the SEC, and in other documents that are incorporated by reference into this prospectus, as well as the risk factors and other information contained in or incorporated by reference into any accompanying prospectus supplement, before investing in any of our securities. Our financial condition, results of operations, and cash flows could be materially adversely affected by any of these risks. The risks and uncertainties described in the documents incorporated by reference herein are not the only risks and uncertainties that you may face.
For more information about our SEC filings, please see “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
USE OF PROCEEDS
We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders. A portion of the shares of common stock covered by this prospectus are issuable upon exercise of warrants issued to the selling stockholders. The exercise price of such warrants ranges from $0.09387 to $0.50 per share. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances, including stock splits or dividends, mergers, reclassifications, or similar events. Upon any exercise of warrants for cash, the selling stockholders will pay us the exercise price. The warrants issued to our placement agent include a cashless exercise feature, while all other warrants do not. To the extent we receive proceeds from the cash exercise of our outstanding warrants, we intend to use the proceeds for working capital and other general corporate purposes. We will bear all other costs, fees, and expenses incurred in effecting the registration of the shares covered by this prospectus. All selling and other expenses incurred by the selling stockholders will be borne by the selling stockholders. See “Selling Stockholders” and “Plan of Distribution” described below.
SELLING STOCKHOLDERS
When we refer to the “selling stockholders” in this prospectus, we mean the persons or entities specifically identified in the table below, as well as the permitted transferees, pledgees, donees, assignees, successors, and other successors-in-interest who may subsequently hold any of the selling stockholders’ interests other than through a public sale.
The table below sets forth information concerning the resale of our shares by the selling stockholders. The total number of common shares sold under this prospectus may be adjusted to reflect adjustments due to stock dividends, stock distributions, splits, combinations or recapitalizations with regard to the common stock. Unless otherwise stated below in the footnotes, to our knowledge, neither the selling stockholders, nor any affiliate of such stockholders, has held any position or office with us during the three years prior to the date of this prospectus.
We have registered 410,046,456 shares of our common stock and 384,925,833 shares underlying warrants to purchase our common stock for resale by the selling stockholders named below. We will not receive any of the proceeds of sales by the selling stockholders of any of the shares of common stock covered by this prospectus. However, if all of the warrants covered by this prospectus are exercised for cash, we may receive proceeds of up to approximately $94.6 million, as further described in “Use of Proceeds.”
Set forth below are the names of the selling stockholders and the amount and percentage of common stock beneficially owned by each of the selling stockholders (including shares that the stockholders have the right to acquire within 60 days of September 24, 2026) prior to the offering, the shares registered for sale in the offering (including shares underlying warrants), and the amount and percentage of common stock to be beneficially owned by each after the offering (including shares not included in the offering that the stockholders have the right to acquire within 60 days of September
7
24, 2026) assuming all shares are sold. The footnotes provide information about persons who have voting and dispositive power with respect to shares held by the selling stockholders.
The amounts and information set forth below are based upon information the Company received from the selling stockholders, as well as Company records. The selling stockholders may sell all or some of the shares of common stock they are offering, and may sell, unless indicated otherwise in the footnotes below, shares of our common stock otherwise than pursuant to this prospectus. The table below assumes that the selling stockholders sell all of the shares offered by them in offerings pursuant to this prospectus and do not acquire any additional shares. We are unable to determine the exact number of shares that will actually be sold or when or if these sales will occur.
Eugene & Laura Webb Revocable Trust dtd 07-25-2023
2,514,928
*
657,056
1,857,872
-
*
Felix Frayman
294,117
*
-
294,117
-
*
16
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Flying S Ranch Trust
1,681,180
*
1,531,180
-
150,000
*
Follett Living Trust
239,360
*
119,680
119,680
-
*
Food Corral LLC
335,104
*
167,552
167,552
-
*
Fourfathom Capital LLC
706,665
*
706,665
-
-
*
Frances Gilbert Family LP
52,610
*
43,843
7,910
857
*
Francesco & Maria Tosco
1,935,518
*
769,230
1,166,288
-
*
Francesco Tosco
6,010,706
*
1,340,418
4,669,673
615
*
Francis M. Lymburner
3,264,032
*
2,597,387
666,645
-
*
Frank Bayo
464,468
*
-
464,468
-
*
Fred & Betty Bialek Revocable Trust dtd 12-20-2004
368,795
*
368,795
-
-
*
Fred Rotstein
224,000
*
25,000
-
199,000
*
Frederick J. Peet Jr.
99,396
*
99,396
-
-
*
Galen Kilburn Jr.
300,000
*
300,000
-
-
*
Gary Kayal
239,360
*
119,680
119,680
-
*
Gary W. Levine
371,871
*
255,754
116,117
-
*
GBS Trust dtd 11-20-2003
145,250
*
145,250
-
-
*
Gd Conniff LLC
83,659
*
83,659
-
-
*
Gebauer Revocable Trust
75,000
*
75,000
-
-
*
Geoffrey Fourqurean
465,608
*
232,804
232,804
-
*
George & Jane Copland
105,000
*
105,000
-
-
*
George & Karin Elefther
119,000
*
119,000
-
-
*
George B. Fisher
452,234
*
226,117
226,117
-
*
17
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
George Callaham
1,291,750
*
1,235,500
-
56,250
*
George Diamond
186,274
*
186,274
-
-
*
George M. Wilson
84,056
*
84,056
-
-
*
Gerald A. Tomsic Trust dtd 08-10-1995
2,025,974
*
1,510,638
515,336
-
*
Gerald P. McBride
202,173
*
202,173
-
-
*
Gerlad A. Tomsic
46,000
*
46,000
-
-
*
GFO Investments LLC
6,352,511
*
4,437,628
1,914,883
-
*
Gil Solomon
146,666
*
146,666
-
-
*
Greg Ferrell
262,680
*
116,117
146,563
-
*
Gregory G. Mario
37,500
*
37,500
-
-
*
Gregory Wallace
338,833
*
160,500
-
178,333
*
Harnar Living Trust dtd 11-21-1995
2,670,061
*
800,910
1,864,385
4,766
*
Harold J. Carrigan
1,467,397
*
1,002,929
464,468
-
*
Harriet G. August Irrevocable Trust
139,340
*
69,670
69,670
-
*
Harrison Caplan
77,497
*
77,497
-
-
*
Harry Fox II
25,000
*
25,000
-
-
*
Harry Gordon
619,468
*
387,234
232,234
-
*
Harry T. Gordon Revocable Living Trust dtd 03-03-2020
522,548
*
522,548
-
-
*
Heather McPherson
674,081
*
244,147
429,934
-
*
Heather Wiswall
10,000
*
10,000
-
-
*
Heeseop Shin
904,468
*
452,234
452,234
-
*
Heidi H. Pollock
1,587,575
*
1,583,769
3,806
-
*
18
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Henry Chase
1,182,190
*
-
1,182,190
-
*
Herbert Strauss
465,692
*
440,692
-
25,000
*
Hideo Takada
200,000
*
200,000
-
-
*
Howard Fritz
3,044
*
-
3,044
-
*
Howard Richmond
30,000
*
30,000
-
-
*
Igor Cherdak
455,571
*
-
455,571
-
*
Igor Frayman
478,720
*
239,360
239,360
-
*
Inspira Financial Trust LLC Cust FBO Nancy Romero Roth IRA
1,857,872
*
928,936
928,936
-
*
Inspira Financial Trust LLC Cust FBO Nathan Berkoff IRA
1,523
*
-
1,523
-
*
J. Mike Standefer
65,000
*
50,000
-
15,000
*
Jack Calvin Holland 1979 Trust dtd 02-14-1979
1,409,344
*
1,079,941
329,403
-
*
Jacob M. Gamble
22,778
*
-
20,551
2,227
*
Jaime Wong & Faye Routledge
563,075
*
563,075
-
-
*
James Alderman
125,000
*
125,000
-
-
*
James Diemert
1,198,033
*
958,673
239,360
-
*
James E. Butcher
65,000
*
50,000
-
15,000
*
James E. Carter
2,431
*
1,389
1,042
-
*
James F. Zucherman Revocable Trust
310,000
*
310,000
-
-
*
James H. Callaham
52,000
*
52,000
-
-
*
James R. Lathrop
869,808
*
-
869,808
-
*
James Robert Peter Jenkins II Living Trust
1,000,000
*
1,000,000
-
-
*
James T. Betts
2,939,562
*
1,005,313
1,934,249
-
*
19
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
James Thomas Hayes III TTEE JTH III Living Trust dtd 12-18-2018
2,349,924
*
1,653,222
696,702
-
*
James Yanney
478,720
*
239,360
239,360
-
*
Jason Bryan
464,468
*
232,234
232,234
-
*
Jason Trewyn
981,718
*
981,718
-
-
*
Jay Almohammed
347,390
*
208,695
108,695
30,000
*
Jeff Preece
632,050
*
-
631,621
429
*
Jeff Weiner
191,489
*
191,489
-
-
*
Jeffrey and Marieke Rothschild Revocable Living Trust
3,944,773
*
3,944,773
-
-
*
Jeffrey F. Brugos Trust
298,823
*
176,617
122,206
-
*
Jeffrey Preece Estate
6,089
*
-
6,089
-
*
Jeffrey S. Myers Trust
2,815,312
*
1,407,656
1,407,656
-
*
Jeffrey Suwyn
478,720
*
239,360
239,360
-
*
Jeffrey T. Roney
686,273
*
392,156
294,117
-
*
Jeffrey Tarrand
24,999
*
24,999
-
-
*
Jennifer L. Williams
80,000
*
80,000
-
-
*
Jeremy Brown
43,478
*
-
43,478
-
*
Jesse B. & Anett Moskowitz
138,000
*
138,000
-
-
*
Jia Huang
343,136
*
196,078
147,058
-
*
Jill Wickersham
464,468
*
232,234
232,234
-
*
Jim Duane Dixon Jr.
928,936
*
464,468
464,468
-
*
Jimmy & Dadria Walker
37,500
*
37,500
-
-
*
Joe Campbell
1,560,788
*
1,019,524
541,264
-
*
20
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Joe Martin
205,659
*
-
205,659
-
*
Joe N. & Jamie W. Behrendt Revocable Trust
40,000
*
40,000
-
-
*
Joel Frank Henning
152,735
*
142,235
-
10,500
*
Joel Pruzansky
239,129
*
239,129
-
-
*
John & Laura Maring
106,999
*
106,999
-
-
*
John Avon
583,110
*
463,430
119,680
-
*
John Baldwin
239,129
*
239,129
-
-
*
John C. Blazier
3,846
*
3,846
-
-
*
John Cundari
239,129
*
239,129
-
-
*
John E. Dittoe
494,468
*
232,234
232,234
30,000
*
John Elliott
5,000
*
5,000
-
-
*
John J. & Lisa Connolly Hogan Family Trust dtd 10-04-2001
232,234
*
116,117
116,117
-
*
John Konkel
478,720
*
239,360
239,360
-
*
John M. Connor
418,508
*
302,391
116,117
-
*
John Roberts
1,357,006
*
1,237,326
119,680
-
*
John Sobiesk
2,202,268
*
2,082,588
119,680
-
*
John T. Gulliford
49,999
*
49,999
-
-
*
John V. Wagner
490,346
*
351,006
139,340
-
*
John W. Cuming
839,583
*
724,072
115,511
-
*
John W. Cuming IRA
40,616
*
35,028
5,588
-
*
Jon and Melanie Stagnitti
8,350
*
8,350
-
-
*
Jon L. Nelson & Tammy L. Baker JTWROS
744,670
*
235,797
508,873
-
*
21
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Jon Sessler
464,468
*
232,234
232,234
-
*
Joseph Noonan
343,136
*
196,078
147,058
-
*
Joseph O. Manzi
150,000
*
150,000
-
-
*
Joshua M. Cohen
91,216
*
91,216
-
-
*
Jubal Frost
743,148
*
371,574
371,574
-
*
Judson & Barbara Longaker
670,262
*
646,528
21,414
2,320
*
Juha & Stacy Tuominen
478,720
*
239,360
239,360
-
*
Justin Whalen
75,000
*
75,000
-
-
*
Kadi Family Trust
76,665
*
76,665
-
-
*
KAM Capital LLC
151,850
*
151,850
-
-
*
Kamaljit Khara
140,000
*
140,000
-
-
*
Katie Knighton
762,891
*
464,938
297,953
-
*
Keith & Jeanne Fishback
1,604,231
*
1,130,996
472,378
857
*
Keith Fishback
57,690
*
57,690
-
-
*
Keith M. Wright
2,766,133
*
-
2,764,771
1,362
*
Ken Hsu
300,000
*
300,000
-
-
*
Ken Stinnett
66,666
*
66,666
-
-
*
Kenneth Abramowitz
464,468
*
232,234
232,234
-
*
Kenneth E. Chyten
33,333
*
33,333
-
-
*
Kenneth Liszewski
50,000
*
50,000
-
-
*
Kenneth Shell
2,037,447
*
1,575,871
461,576
-
*
Kent A. & Suzanne Hendrix
130,434
*
130,434
-
-
*
22
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Kent E. & Brandee L. Fjeldheim
1,914,882
*
957,441
957,441
-
*
Kent Tucker
343,136
*
196,078
147,058
-
*
Kenter Canyon Capital LLC
66,665
*
66,665
-
-
*
Kevin Gabrik
60,000
*
60,000
-
-
*
Kevin J. Maag
377,450
*
215,686
161,764
-
*
Kevin Long
347,826
*
173,913
173,913
-
*
Kevin R. Lannert Revocable Trust
777,918
*
413,469
364,449
-
*
Kim Marie Timothy
4,477,092
*
1,986,079
2,490,398
615
*
Kim R. Koehler
928,936
*
464,468
464,468
-
*
Kimberly Coulter
90,000
*
90,000
-
-
*
Kimberly Patera
108,695
*
-
108,695
-
*
Kimberly Sherertz
635,741
*
-
620,741
15,000
*
Kohani Family Trust
718,080
*
359,040
359,040
-
*
Kristin Ammerman
30,000
*
30,000
-
-
*
Kristin K. Crace
628,255
*
108,695
183,695
335,865
*
Kyle Fry
5,817,560
*
5,315,983
501,577
-
*
Ladd Hill Development LLC
849,083
*
232,234
616,849
-
*
Lance R. Tullius Revocable Living Trust
1,053,184
*
526,592
526,592
-
*
Langeliers Family Trust dtd 01-21-2015
1,006,441
*
967,372
36,106
2,963
*
Larry & Sandra Admire
273,129
*
273,129
-
-
*
Larry Crawford
171,568
*
98,039
73,529
-
*
Larry Lindstrom
422,548
*
422,548
-
-
*
23
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Lasting Impressions Promotional Products 401k Plan
634,474
*
495,134
139,340
-
*
Lawrence E. Coffman Living Trust dtd 01-09-1992
51,764
*
51,764
-
-
*
Lewis H. Dowdy
49,999
*
49,999
-
-
*
Lezarb Pty LTD ATF Brazel Super Fund
217,390
*
108,695
108,695
-
*
Liem Mai
239,360
*
119,680
119,680
-
*
Lisa Jo Callaham Revocable Living Trust
4,317,888
*
2,814,944
1,502,944
-
*
Lloyd Grissinger
532,282
*
292,391
217,391
22,500
*
Longjean Gmbh
272,420
*
272,420
-
-
*
Long-Sheng Chang
232,234
*
116,117
116,117
-
*
LRFA LLC David Welch(3)
252,466
*
252,466
-
-
*
Marc A. Cohen
500,170
*
128,000
372,170
-
*
Marc Herman
100,000
*
100,000
-
-
*
Marc Rarden
100,000
*
100,000
-
-
*
Marilynn A. Vandor
70,000
*
70,000
-
-
*
Mark & Kirsten Carnese
2,480,310
*
1,246,612
1,233,698
-
*
Mark & Rita Azzopardi
108,695
*
-
108,695
-
*
Mark Gaynor
125,000
*
-
125,000
-
*
Mark Neuhaus
239,360
*
119,680
119,680
-
*
Mark Sandeen
633,898
*
316,949
316,949
-
*
Mark Suwyn
4,650,194
*
2,322,340
2,327,854
-
*
Mark W. Spates
413,469
*
413,469
-
-
*
Mark Walchak
943,188
*
471,594
471,594
-
*
24
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Mark Zampella & David M. Anders
99,998
*
99,998
-
-
*
Martha S. Roney Trust UAD 02-05-2002
4,629
*
2,424
2,205
-
*
Martin Family Trust
139,129
*
139,129
-
-
*
Matthew C. Potter
121,568
*
48,039
73,529
-
*
Matthew J. Kennedy
232,234
*
116,117
116,117
-
*
Matthew Koehler
116,117
*
-
116,117
-
*
Matthew Wyatt
99,900
*
99,900
-
-
*
Maureen Petrosino Irrevocable Trust
3,991,677
*
3,991,677
-
-
*
Mazen Hanna
500,000
*
500,000
-
-
*
Michael & Margaret Elaine Labarbera
552,716
*
276,358
276,358
-
*
Michael A. Lightman Sr.
408,826
*
408,826
-
-
*
Michael Adam Zimmerman
180,648
*
180,648
-
-
*
Michael Brotherton
20,000
*
20,000
-
-
*
Michael Brugos
1,072,547
*
375,618
696,929
-
*
Michael Desante
232,234
*
116,117
116,117
-
*
Michael F. Bonazzola
6,811
*
6,811
-
-
*
Michael Fishman
40,000
*
40,000
-
-
*
Michael G. Chieco
539,594
*
303,797
235,797
-
*
Michael Hammett
1,887,287
*
1,887,287
-
-
*
Michael J. Anderson
100,500
*
100,500
-
-
*
Michael Jajuga
478,720
*
239,360
239,360
-
*
Michael K. Harries
175,000
*
175,000
-
-
*
25
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Michael Kilcran
464,468
*
232,234
232,234
-
*
Michael Klein
603,188
*
301,594
301,594
-
*
Michael McDevitt
175,000
*
175,000
-
-
*
Michael Podell
478,720
*
239,360
239,360
-
*
Michael R. Armbrecht
74,998
*
74,998
-
-
*
Michael Weiby
464,468
*
232,234
232,234
-
*
Middleton Albert Parker Jr. Revocable Trust dtd 07-16-2015
3,431,372
*
1,960,784
1,470,588
-
*
Mike Colagrossi
2,206,011
*
1,131,614
1,074,397
-
*
Mike D. Nye
6,815,311
*
364,468
6,450,157
686
*
Mike D. Walker
361,522
*
240,761
120,761
-
*
Millennium Investment Services 401k PSP FBO Tony Reed
232,234
*
116,117
116,117
-
*
Millennium Trust Co Cust John Saefke IRA
47,960
*
47,960
-
-
*
Millennium Trust Company CUST FBO Christopher Hermann IRA
290,794
*
269,612
19,111
2,071
*
Millennium Trust Company CUST FBO Daniel Gilbert IRA
26,490
*
17,725
7,908
857
*
MIS Equity Strategies LP
1,428,932
*
1,359,262
69,670
-
*
Mitchell J. Tracy
468,852
*
232,234
236,189
429
*
Mitchell Mandich
1,436,340
*
725,386
710,954
-
*
Mitchell Tracy & Christine Gong
150,000
*
150,000
-
-
*
Monika Suhr
100,000
*
100,000
-
-
*
Monte & Janet Anglin
51,000
*
51,000
-
-
*
Myron F. Steves
25,500
*
25,500
-
-
*
Nancy Cowgill Trust
3,373,168
*
2,525,024
848,144
-
*
26
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Nasreen Haroon
49,999
*
49,999
-
-
*
Neal R. Donop
156,000
*
156,000
-
-
*
Nevan Baldwin
375,000
*
375,000
-
-
*
Newkumet Ltd.
999,564
*
534,782
434,782
30,000
*
Nicholas Adams
300,000
*
300,000
-
-
*
Nicholas Cova & Cameron Alston Cova
1,857,872
*
928,936
928,936
-
*
Nicholas Diamond
186,274
*
186,274
-
-
*
Nickitas M. Panayotou
1,914,882
*
957,441
957,441
-
*
Nigel Timothy
72,000
*
72,000
-
-
*
Nikolay D. Naydev
195,000
*
195,000
-
-
*
Noah Anderson
2,406,743
*
311,168
2,095,575
-
*
Northlea Partners, LLLP
579,071
*
579,071
-
-
*
Nuview Cust FBO Stefan F. Nowina IRA
279,979
*
279,979
-
-
*
Nuview IRA Inc Cust FBO Ross Pangere IRA
66,666
*
66,666
-
-
*
Nuview IRA Inc FBO Mia Kwong
49,999
*
49,999
-
-
*
Omar Haroon
1,115,210
*
650,742
464,468
-
*
Osama Haddadin
478,720
*
239,360
239,360
-
*
Osprey I LLC
433,334
*
433,334
-
-
*
Owen Carter
56,562
*
-
56,562
-
*
Paashi Investments LLC
275,000
*
275,000
-
-
*
Patricia S. Welch
3,507
*
-
3,164
343
*
Patrick Keogh
1,914,882
*
957,441
957,441
-
*
27
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Patrick O'Connell
50,000
*
50,000
-
-
*
Paul & Maureen Hydok
3,889,066
*
3,889,066
-
-
*
Paul Alati
34,000
*
34,000
-
-
*
Paul Forrest
2,058,498
*
1,029,249
1,029,249
-
*
Paul G. Darr & Dawn L. Darr
325,126
*
162,563
162,563
-
*
Paul Glauber
242,013
*
242,013
-
-
*
Paul Hamerton Kelly
76,735
*
76,735
-
-
*
Paul J. Apuzzo Revocable Trust
400,000
*
400,000
-
-
*
Paul Shealy
232,234
*
-
232,234
-
*
Peer Pedersen
4,676,541
*
359,040
4,317,501
-
*
Per Gustafsson
1,656,918
*
800,863
856,055
-
*
Peter Christopher Caputo
645,888
*
453,581
192,307
-
*
Peter D. Bannister
68,110
*
68,110
-
-
*
Peter H. Colettis
161,665
*
154,165
-
7,500
*
Peter J. Bowen & Diane S. Bowen Revocable Living Trust
210,000
*
210,000
-
-
*
Peter Magolske
239,360
*
119,680
119,680
-
*
Peter Reynolds
1,037,016
*
804,782
232,234
-
*
Peter Romano
171,568
*
98,039
73,529
-
*
Phil Jentgen
29,999
*
29,999
-
-
*
Philip M. Cannella
219,081
*
174,964
44,117
-
*
Pier Alexander Oliaro
260,000
*
260,000
-
-
*
Pradeep Kaul
48,750
*
48,750
-
-
*
28
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
R. Kelly & Audra Disser
1,436,162
*
718,081
718,081
-
*
Ragan Hexum Properties LLC
1,359,053
*
600,468
758,585
-
*
Rajaee Family Trust dtd 10-10-2003
7,260,630
*
7,260,630
-
-
*
Rajaee Trust dtd 04-23-1999
20,191,878
1.4%
18,080,393
2,111,485
-
*
Rajnikant N. Patel
88,666
*
88,666
-
-
*
Ralph E. Hardt
6,952,493
*
4,132,256
2,820,237
-
*
Ramjet Capital Ltd
79,999
*
79,999
-
-
*
Randall J. Wolfe Revocable Living Trust Uad 10-01-2020
360,670
*
196,078
162,878
1,714
*
Randy Rabin
229,779
*
-
229,779
-
*
Raymond Camphausen
50,000
*
50,000
-
-
*
Raymond Crespo
71,665
*
71,665
-
-
*
Redshield Capital, LLC
33,490
*
-
33,490
-
*
Reena & Vivek Awasty
2,843,978
*
-
2,843,978
-
*
Reena Awasty
8,952,377
*
3,234,600
5,717,777
-
*
Renuka Sothinathan
500,000
*
500,000
-
-
*
Richard Casamento
130,434
*
130,434
-
-
*
Richard Davila
232,234
*
116,117
116,117
-
*
Richard Jeanneret
5,087,567
*
4,585,942
501,625
-
*
Richard M. Reiter
239,129
*
239,129
-
-
*
Richard Pestell
8,407,656
*
703,828
7,703,828
-
*
Rick Sargent
136,000
*
136,000
-
-
*
Rick Weber
272,548
*
272,548
-
-
*
29
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
River Integrity Investments, LLC
690,346
*
398,403
263,405
28,538
*
Rmy Capital LLC
27,000
*
27,000
-
-
*
Robert & Kim Kayal
9,574,416
*
4,787,208
4,787,208
-
*
Robert & Sherri Clemmer
32,500
*
25,000
-
7,500
*
Robert A. & Marguerite A. Dole Trust 03-10-2011
70,185
*
36,630
33,555
-
*
Robert A. Juve
136,000
*
136,000
-
-
*
Robert Alvine
344,253
*
230,459
113,794
-
*
Robert Bahr
957,440
*
478,720
478,720
-
*
Robert D. Beck
289,360
*
119,680
119,680
50,000
*
Robert D. Dunn
464,468
*
232,234
232,234
-
*
Robert D. Horowitz
1,062,932
*
232,234
830,698
-
*
Robert Dailey
1,119,720
*
1,119,720
-
-
*
Robert Dodge
4,321,803
*
3,857,335
464,468
-
*
Robert Fox
2,322,340
*
1,161,170
1,161,170
-
*
Robert L. Bahr Revocable Trust
1,034,468
*
802,234
232,234
-
*
Robert Lanphere Jr.
14,523,133
*
8,176,942
6,344,345
1,846
*
Robert Myer
1,100,000
*
1,100,000
-
-
*
Robert Neville
478,720
*
239,360
239,360
-
*
Robert Rathbone
251,638
*
174,902
76,736
-
*
Robert S. Johnson
517,809
*
378,469
139,340
-
*
Roger Barnhart
8,755
*
-
8,755
-
*
Rohit Ram
2,350,142
*
1,175,071
1,175,071
-
*
30
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Romero Holdings
65,000
*
50,000
-
15,000
*
Ron Hellwig
482,983
*
239,360
243,623
-
*
Ron Holman
251,659
*
251,659
-
-
*
Ronald & Amy Hellwig
2,625,809
*
1,893,575
732,234
-
*
Ronald Coleman
869,564
*
434,782
434,782
-
*
Ronald Zimmermann
670,208
*
335,104
335,104
-
*
Ross B. & Jenna L. Foster
32,500
*
25,000
-
7,500
*
Ross Carrigan
464,468
*
232,234
232,234
-
*
Ross Pearson
1,102,463
*
670,796
431,667
-
*
Russell K. Wallack
75,000
*
75,000
-
-
*
Ryan Bloedel & Crystal Bloedel
696,702
*
348,351
348,351
-
*
Ryan Merriam
232,234
*
116,117
116,117
-
*
Ryan Morrison
718,080
*
359,040
359,040
-
*
Ryan W. Shay
120,000
*
120,000
-
-
*
Sabi & Ronit Bivas
87,500
*
87,500
-
-
*
Samer Garas
130,000
*
100,000
-
30,000
*
Samuel A. Fisher
49,999
*
49,999
-
-
*
Samuel Kwon
1,100,748
*
579,786
520,962
-
*
Sandip I. Patel
1,345,828
*
1,337,061
7,910
857
*
Sanjay And Jayshree Patel Family Trust
686,273
*
392,156
294,117
-
*
Scott I. Levin
464,468
*
232,234
232,234
-
*
Scott Lewis
1,053,184
*
526,592
526,592
-
*
31
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Scott Lowry
3,392,326
*
2,151,502
1,240,824
-
*
Sean McCance
6,487,203
*
4,600,826
1,886,377
-
*
Seth Jacobs
2,489,346
*
1,244,673
1,244,673
-
*
Seth Zeidman
100,000
*
100,000
-
-
*
Shannon L. Bateman
1,587,576
*
1,583,770
3,806
-
*
Shawn P. Willard
1,496,892
*
775,702
721,190
-
*
Sheila Bhattacharya
1,872,124
*
936,062
936,062
-
*
Shipman & Goodwin Profit Sharing Plan Trust FBO James T. Betts
1,914,882
*
957,441
957,441
-
*
Shital Mehta
1,464,468
*
1,232,234
232,234
-
*
Solomon Family Trust Of 1988
169,999
*
169,999
-
-
*
Southern Cross Trust (Graham Smith)
1,563,301
*
1,563,301
-
-
*
Stanton Rowe
1,857,872
*
928,936
928,936
-
*
Staples Family Partnership LLP
23,332
*
23,332
-
-
*
Starla Goff
55,498
*
48,397
-
7,101
*
Stefan F. Nowina
140,000
*
140,000
-
-
*
Stephen A. Wilson Revocable Trust
1,086,956
*
-
1,086,956
-
*
Stephen Connor
35,000
*
35,000
-
-
*
Stephen Ellman
478,720
*
239,360
239,360
-
*
Stephen J. Kemp
86,450
*
86,450
-
-
*
Stephen Lesser
213,332
*
213,332
-
-
*
Stephen Shumpert
603,722
*
391,861
211,861
-
*
Steve J. Schroeder
108,695
*
-
108,695
-
*
32
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Steven & Melissa Hellwig
400,000
*
-
400,000
-
*
Steven & Melissa Hellwig Living Trust
2,722,506
*
2,073,786
478,720
170,000
*
Steven Collins
541,345
*
541,345
-
-
*
Steven Hornbaker
68,000
*
68,000
-
-
*
Steven Rothstein
108,695
*
108,695
-
-
*
Strata Trust Company Cust FBO Adam Schofield IRA
769,230
*
384,615
384,615
-
*
Strata Trust Company Cust FBO Adam Vierra IRA
1,407,656
*
703,828
703,828
-
*
Strata Trust Company Cust FBO Alexander Tosi IRA
5,678,404
*
3,382,028
2,293,944
2,432
*
Strata Trust Company Cust FBO Amit Mahajan IRA
1,819,138
*
909,569
909,569
-
*
Strata Trust Company Cust FBO Ann C. Darda Roth IRA
400,821
*
400,821
-
-
*
Strata Trust Company Cust FBO Clinton A. LeGeyt II IRA
260,102
*
130,051
130,051
-
*
Strata Trust Company Cust FBO Cory Conniff Roth IRA
478,720
*
239,360
239,360
-
*
Strata Trust Company Cust FBO Deborah J. Wilson IRA
8,767
*
-
7,910
857
*
Strata Trust Company Cust FBO Gillian Singer Roth IRA
526,592
*
263,296
263,296
-
*
Strata Trust Company Cust FBO Harry Dominick Venezia Jr. Roth IRA
95,510
*
-
95,510
-
*
Strata Trust Company Cust FBO Edward Barbier Roth IRA
363,826
*
181,913
181,913
-
*
Strata Trust Company Cust FBO James Elman IRA
850,294
*
425,147
425,147
-
*
Strata Trust Company Cust FBO James G. Diemert Roth IRA
334,541
*
334,541
-
-
*
Strata Trust Company Cust FBO Jeffrey Pfeiffer IRA
325,126
*
162,563
162,563
-
*
Strata Trust Company Cust FBO Jeffrey Weiner Roth IRA
6,113,471
*
3,539,412
2,574,059
-
*
Strata Trust Company Cust FBO John Ashbaugh
2,103,022
*
928,936
1,174,086
-
*
Strata Trust Company Cust FBO Justin Tosi IRA
232,234
*
-
232,234
-
*
33
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Strata Trust Company Cust FBO Kellie Marie Davis IRA
171,568
*
98,039
73,529
-
*
Strata Trust Co Cust FBO Kenneth Abramowitz Roth IRA
239,360
*
119,680
119,680
-
*
Strata Trust Company Cust FBO Kent H. Elliot IRA
300,234
*
184,117
116,117
-
*
Strata Trust Company Cust FBO Leonard Frayman IRA
957,440
*
478,720
478,720
-
*
Strata Trust Company Cust FBO Lori Ann Renelt IRA #300006484
703,828
*
351,914
351,914
-
*
Strata Trust Company Cust FBO Mark William Renelt Roth IRA
313,750
*
313,750
-
-
*
Strata Trust Company Cust FBO Matthew Richter Roth IRA
115,600
*
115,600
-
-
*
Strata Trust Company Cust FBO Michael Kayal IRA
957,440
*
478,720
478,720
-
*
Strata Trust Company Cust FBO Nancy Cowgill IRA
741,122
*
688,755
47,248
5,119
*
Strata Trust Company Cust FBO Nigel H. Timothy IRA
2,711,335
*
1,091,510
1,618,182
1,643
*
Strata Trust Company Cust FBO Paul Hydok IRA
25,721
*
-
24,490
1,231
*
Strata Trust Company Cust FBO Rebecca Singer Roth IRA
1,819,136
*
909,568
909,568
-
*
Strata Trust Company Cust FBO Reena Awasty Roth IRA
297,988
*
100,531
197,457
-
*
Strata Trust Company Cust FBO Roger Langeliers IRA
36,388
*
-
32,831
3,557
*
Strata Trust Company Cust FBO Shawn P. Willard
300,000
*
-
300,000
-
*
Strata Trust Company Cust FBO Stephen M. Kann IRA
30,000
*
30,000
-
-
*
Strata Trust Company Cust FBO Tawny Lee Reid IRA
928,936
*
464,468
464,468
-
*
Strata Trust Company Cust FBO Terry Mitchell IRA
217,391
*
-
217,391
-
*
Strata Trust Company Cust FBO Theodore T. Stathis IRA
171,568
*
98,039
73,529
-
*
Strata Trust Company Cust FBO Thomas Rolfstad IRA
763,596
*
763,596
-
-
*
Strata Trust Company Cust FBO Timothy R. Schroeder Roth IRA
464,468
*
232,234
232,234
-
*
Strata Trust Company Cust FBO Timothy R. Schroeder SEP IRA
464,468
*
232,234
232,234
-
*
34
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Strata Trust Company Cust FBO Troy Stevens IRA
650,742
*
418,508
232,234
-
*
Strata Trust Company Cust FBO Vanessa R. Schroeder Roth IRA
464,468
*
232,234
232,234
-
*
Strata Trust Company Cust FBO Veronica Marano Rollover IRA
4,110
*
-
4,110
-
*
Strata Trust Company Cust FBO Walter Quinn IRA
478,720
*
239,360
239,360
-
*
Strata Trust Company Cust FBO William Matthew Elerdine Roth IRA
397,480
*
198,740
198,740
-
*
Strata Trust Company FBO Vivek Awasty Roth IRA
4,368,594
*
1,826,850
2,541,744
-
*
Strata Trust FBO Geoffrey Fourqurean IRA
6,769,112
*
3,384,556
3,384,556
-
*
Strata Trust FBO Jeremy Brown Benefit For Sydney Brown IRA
423,802
*
220,651
195,651
7,500
*
Strata Trust FBO Margaret LaBarbera Roth IRA
678,732
*
339,366
339,366
-
*
Strata Trust FBO Mark Renelt Traditional IRA #300006240
464,468
*
232,234
232,234
-
*
Strata Trust FBO Mark Sandeen Roth IRA
306,452
*
153,226
153,226
-
*
Strata Trust FBO Michael Jacobson Roth IRA
1,819,138
*
909,569
909,569
-
*
Strata Trust FBO Michael Jacobson Traditional IRA
1,340,418
*
670,209
670,209
-
*
Strata Trust FBO Michael LaBarbera Roth IRA
451,044
*
225,522
225,522
-
*
Strata Trust FBO Michael Weiby IRA
34,000
*
34,000
-
-
*
Strata Trust FBO Michael Williams IRA
26,000
*
20,000
-
6,000
*
Strata Trust FBO Reena Awasty Simple IRA
199,574
*
99,787
99,787
-
*
Strata Trust FBO Seth Jacobs Roth IRA
1,356,216
*
678,108
678,108
-
*
Strata Trust FBO Timothy O'Connor Roth IRA
258,508
*
129,254
129,254
-
*
Strata Trust FBO Verena Fabian IRA
39,000
*
30,000
-
9,000
*
Stuart Sherman
1,368,116
*
981,698
386,418
-
*
Sudesh Reddy
260,868
*
130,434
130,434
-
*
35
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Sunil Lekhi
33,333
*
33,333
-
-
*
Surjya Das
464,468
*
232,234
232,234
-
*
Tanner A. Nitcher
263,136
*
116,078
147,058
-
*
Tawny Eastman
1,171,815
*
348,351
823,464
-
*
Tawny Lee Eastman Family Trust dated June 7, 2024
2,179,640
*
2,179,640
-
-
*
The Andrew Harwood Revocable Trust
382,609
*
382,609
-
-
*
The Chang Revocable Living Trust
478,720
*
239,360
239,360
-
*
The Felix Frayman Trust
1,421,908
*
478,720
943,188
-
*
The Henry V. & Inell A. Chase Trust
3,065,490
*
1,532,745
1,532,745
-
*
The Johnson-Butler Family Trust
500,000
*
500,000
-
-
*
The Scott & Mary Schroeder Living Trust dt 02-10-2015
166,465
*
162,421
3,649
395
*
Theodore H. Hustead
47,915
*
30,381
15,820
1,714
*
Thomas & Thomas Konscics
63,332
*
63,332
-
-
*
Thomas Cologna Family Trust dtd 12-01-2016
1,914,880
*
957,440
957,440
-
*
Thomas Dodge
464,468
*
232,234
232,234
-
*
Thomas E. Prasil Trust dt 11-26-2003
50,000
*
50,000
-
-
*
Thomas Eisenberg
327,895
*
327,895
-
-
*
Thomas F. & Patricia N. Nolan
306,086
*
306,086
-
-
*
Thomas Gately
39,000
*
30,000
-
9,000
*
Thomas Gruber
2,329,261
*
1,386,073
943,188
-
*
Thomas H. Butcher
1,173,879
*
803,036
370,843
-
*
Thomas Hamilton
35,993,822
2.4%
22,945,956
13,047,866
-
*
36
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Thomas Hays Hutton Jr GST Exempt Residuary Trust
695,652
*
347,826
347,826
-
*
Thomas J. Burke
464,468
*
232,234
232,234
-
*
Thomas M. Bey
2,787,540
*
1,377,653
1,409,887
-
*
Thomas McChesney
202,812
*
94,117
108,695
-
*
Timoteo & Marilyn Deloso
65,000
*
50,000
-
15,000
*
Timothy O'Connor
873,200
*
436,600
436,600
-
*
Timothy R. Koehler
928,936
*
464,468
464,468
-
*
Todd & Barbara Albert
485,000
*
485,000
-
-
*
Trent Agnew
40,000
*
40,000
-
-
*
Troy O'Bryan
5,441,488
*
1,080,751
4,360,737
-
*
Troy Stevens
50,000
*
50,000
-
-
*
Tyler Safratowich
197,548
*
197,548
-
-
*
Tyson Robbins
60,000
*
60,000
-
-
*
Umberto Stangarone
712,400
*
333,700
378,700
-
*
Vadim Dagman
371,594
*
135,797
235,797
-
*
Vaughn-Cole Holdings Trust
5,809,932
*
5,809,932
-
-
*
Velcro LLC
2,366,673
*
2,366,673
-
-
*
Venkat Bussa
693,287
*
693,287
-
-
*
Veronica A. Marano & Thomas M. Volckening
1,612,550
*
1,085,170
527,380
-
*
Vivek Awasty
1,446,692
*
139,000
1,307,692
-
*
Vladimir Zaharchook-Williams
199,999
*
199,999
-
-
*
Wade P. Carrigan
14,858,042
1.0%
1,613,729
13,244,313
-
*
37
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Wade Schueneman
1,393,404
*
696,702
696,702
-
*
Wamoh LLC
2,426,304
*
2,091,200
335,104
-
*
Waterchase Capital LLC
207,179
*
207,179
-
-
*
Wayne Sapper
49,999
*
49,999
-
-
*
Wayne Westerman
1,351,329
*
1,101,330
249,999
-
*
William & Heather Elerding
182,608
*
182,608
-
-
*
William & Stephanie Costigan
190,672
*
190,672
-
-
*
William Bolt
140,902
*
140,902
-
-
*
William Bumgarner
136,220
*
136,220
-
-
*
William C. Sherertz
635,741
*
-
620,741
15,000
*
William Cerullo
36,541
*
36,541
-
-
*
William Costigan
69,230
*
69,230
-
-
*
William Cross
15,000
*
15,000
-
-
*
William Duke
526,592
*
263,296
263,296
-
*
William Esson
80,000
*
80,000
-
-
*
William J. Truxal
519,466
*
259,733
259,733
-
*
William Kadi
25,000
*
25,000
-
-
*
William Murphy
238,527
*
-
237,912
615
*
William Paul Sterling
73,529
*
-
73,529
-
*
William R. and Ruth D. Cuming Charitable Foundation
144,592
*
26,524
19,893
98,175
*
William Raff
32,500
*
25,000
-
7,500
*
William Rawson
350,000
*
350,000
-
-
*
38
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
William Varon
478,720
*
239,360
239,360
-
*
Wm Matthew Elerding
157,507
*
157,507
-
-
*
Xenium Trust U/A dtd 01-01-2012
41,201
*
16,703
22,103
2,395
*
Yaser Azizi
1,490,194
*
1,490,194
-
-
*
Yogesh C. Farswani
34,056
*
34,056
-
-
*
Zachary Lainer Separate Property Trust
139,340
*
69,670
69,670
-
*
Paulson Investment Company, LLC(5)
8,144,315
*
278,758
6,941,647
923,910
*
Alan Lamb(6)
4,668
*
-
4,668
-
*
Albert Landstrom(6)
464,046
*
65,000
394,471
4,575
*
Ali Shahhosseini(6)
12,114
*
-
12,114
-
*
Amal Amin(6)
709,116
*
-
709,116
-
*
Anthony Caruso(6)
20,071
*
-
20,071
-
*
Basil Christakos(6)
11,549
*
11,549
-
-
*
Brady Clark(6)
29,056
*
16,561
12,495
-
*
Brandon Firby(6)
34,486
*
-
34,486
-
*
Christopher Clark(6)
11,349,381
*
1,236,700
9,661,184
451,497
*
Damon Thomas(6)
2,367,991
*
25,901
2,342,090
-
*
Daniel Mancuso(6)
309,290
*
-
309,290
-
*
David Johnston(6)
45,668
*
-
45,668
-
*
Dylan Nix(6)
7,650
*
-
7,650
-
*
Elizabeth Burk(6)
40,000
*
-
40,000
-
*
Eugene Webb(6)
14,761,769
1.0%
-
14,698,503
63,266
*
39
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Gary Saccaro(6)
3,600,994
*
578,077
3,015,292
7,625
*
Greg Buffington(6)
16,657
*
-
15,029
1,628
*
Harry Striplin(6)
217,845
*
-
208,072
9,773
*
Hazem Algendi(6)
19,686
*
-
19,686
-
*
John Cassels(6)
224,746
*
-
224,746
-
*
John McAuliffe(6)
36,937
*
-
36,937
-
*
John Nole(6)
942,658
*
-
942,658
-
*
Joseph Landolina(6)
15,223
*
-
15,223
-
*
Joshua Kaikov(6)
418,426
*
-
418,426
-
*
Joshua Kurzban(6)
375,331
*
-
375,331
-
*
Kathleen Rasmussen(6)
104,986
*
-
104,986
-
*
Kyle Soucy(6)
3,850
*
-
3,850
-
*
Malcolm Alexander Winks(6)
440,491
*
-
440,491
-
*
Margaret Lorraine Maxfield(6)
43,709
*
34,057
2,000
7,652
*
Marta Wypych(6)
1,447,921
*
971,978
475,943
-
*
Mason Sexton(6)
4,000
*
-
4,000
-
*
Matthew Miller(6)
5,099
*
-
5,099
-
*
Matthew Richter(6)
78,771
*
-
78,771
-
*
Michael Graichen(6)
750
*
-
750
-
*
Mika Grasso(6)
15,906
*
-
15,906
-
*
Nikhil Arcot(6)
4,000
*
-
4,000
-
*
Peter Fogarty(6)
422,687
*
-
422,687
-
*
40
Shares
Beneficially
Common Stock
Number of
Owned
% Owned
Offered in this
Warrant
Shares
% of shares
Name of Selling Stockholder
Pre-Offering(1)
Pre-offering(2)
Offering
Shares
Post-Offering
Post offering(2)
Phillip Conway(6)
97,682
*
-
97,682
-
*
Robert Kutnick(6)
30,446
*
-
30,446
-
*
Robert Setteducati(6)
11,165,211
*
1,202,702
9,661,184
301,325
*
Rodney Baber(6)
187,595
*
366
187,229
-
*
Ryan Sikorsky(6)
19,964
*
-
19,964
-
*
Sarah Chang(6)
35,000
*
-
35,000
-
*
Tammy Caress(6)
134,526
*
-
134,526
-
*
Terrence Lynch(6)
340,776
*
-
340,776
-
*
Thomas Endres(6)
9,058
*
-
9,058
-
*
Thomas Parigian(6)
10,213,277
*
250,768
9,661,184
301,325
*
Trent Davis(6)
168,876
*
-
168,876
-
*
* Represents less than 1%
(1)
Beneficial ownership includes shares of common stock as to which a person or group has sole or shared voting power or dispositive power. Shares of common stock registered hereunder include shares that are exercisable or convertible within 60 days following September 24, 2026. Such shares are deemed outstanding for purposes of computing the number of shares beneficially owned and percentage ownership of the person holding such convertible securities but are not deemed outstanding for computing the percentage of any other person.
(2)
Percentages are based on 1,469,518,019 shares of common stock outstanding as of September 24, 2026.
(3)
David Welch, as trustee, has voting and dispositive power over warrants covering 31,000,000 shares of common stock held by David F. Welch & Heidi A. Welch Trust, exercisable at a price of $0.10 per share. Dr. Welch also has voting and dispositive power over an additional 250,000 warrants, 1,000 shares of Series D Convertible Preferred Stock convertible into 1,250,000 shares of common stock, 14,415,491 shares of common stock of which 252,466 are held by WFI Investments, LLC and 14,163,025 are held in trusts, and options covering 632,654 shares of common stock that are held directly by Dr. Welch.
(4)
Dr. Cyrus Arman has voting and dispositive power over these shares. Dr. Arman served as President of the Company from July 9, 2022 through July 6, 2023. From July 6, 2023, through February 20, 2026, Dr. Arman served as Senior Vice President of the Company.
(5)
The Executive Committee of Paulson Investment Company, LLC, a broker-dealer registered with the SEC and a member of FINRA, has voting and dispositive power over these warrant shares. The members of the Executive Committee are Messrs. Clark, Parigian and Setteducati. The warrants were issued to Paulson Investment
41
Company, LLC, or its designees as partial compensation for serving as placement agent in private offerings conducted by the Company. We also paid Paulson Investment Company, LLC, a total of approximately $2.3 million in cash as fees for its services as placement agent in the offerings pursuant to which the warrants were acquired.
(6)
Individual is an officer, employee, or member of Paulson Investment Company, LLC.
42
PLAN OF DISTRIBUTION
The selling stockholders, which for this purpose include donees, pledgees, transferees, or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from the selling stockholders as a gift, pledge, dividend, distribution, or other transfer, may, from time to time, sell, transfer, or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market, or trading facility on which the shares are traded, or in private transactions. These sales or other dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The selling stockholders may use any one or more of the following methods when selling our shares or interests in our shares:
•
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
•
block trades in which a broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
•
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
•
on any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale;
•
privately negotiated transactions;
•
short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;
•
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
•
an agreement by a broker-dealer with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
•
a combination of any such methods of sale; and
•
any other method permitted by applicable law.
The selling stockholders may, from time to time, pledge or grant a security interest in some or all of our shares owned by them and, if a selling stockholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment or supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending the list of selling stockholders to include the pledgee, transferee, or other successors in interest as selling stockholders under this prospectus. The selling stockholders may also transfer our shares in other circumstances, in which case the transferees, pledgees, or other successors will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our common shares or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of our shares in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the
43
delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. The selling stockholders reserve the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from sales of shares by the selling stockholders.
The selling stockholders may also resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule, or under Section 4(a)(1) of the Securities Act, if available, rather than by means of this prospectus.
In connection with the sale of shares of common stock covered by this prospectus, broker-dealers may receive commissions or other compensation from the selling stockholders in the form of commissions, discounts, or concessions. Broker-dealers may also receive compensation from purchasers of the shares of common stock for whom they act as agents or to whom they sell as principals or both. Compensation as to a particular broker-dealer may be in excess of customary commissions or in amounts to be negotiated. In connection with any underwritten offering, underwriters may receive compensation in the form of discounts, concessions, or commissions from the selling stockholders or from purchasers of the shares for whom they act as agents. Underwriters may sell the shares of common stock to or through dealers, and such dealers may receive compensation in the form of discounts, concessions, or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. Any underwriters, broker-dealers, agents, or other persons acting on behalf of the selling stockholders that participate in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any profit on the sale of the shares of common stock by them and any discounts, commissions, or concessions received by any of those underwriters, broker-dealers, agents, or other persons may be deemed to be underwriting discounts and commissions under the Securities Act. The aggregate amount of compensation in the form of underwriting discounts, concessions, commissions, or fees and any profit on the resale of shares by the selling stockholders that may be deemed to be underwriting compensation pursuant to Financial Industry Regulatory Authority, Inc., rules and regulations will not exceed applicable limits.
The selling stockholders and any underwriters, broker-dealers, or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions, or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. A selling stockholder who is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities, including but not limited to, Sections 11, 12, and 17 of the Securities Act and Rule 10b‑5 under the Exchange Act.
To the extent required, the shares of our common stock to be sold, the name of the selling stockholder, the respective purchase prices and public offering prices, the names of any agent, dealer, or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
To comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time)
44
available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act. All of the foregoing may affect the marketability of the common stock and the ability of any person or entity to engage in market-making activities with respect to our common stock.
We will pay all expenses of the registration of the common stock for resale by the selling stockholders, including, without limitation, filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, the selling stockholders will pay all underwriting discounts and selling commissions, if any, and any related legal expenses incurred by them.
DETERMINATION OF OFFERING PRICE
The prices at which the shares of common stock covered by this prospectus may actually be sold will be determined by the prevailing public market price for shares of common stock, by negotiations between the selling stockholders and buyers of our common stock in private transactions or as otherwise described in “Plan of Distribution.”
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for us by Miller Nash LLP. If the validity of the securities offered hereby in connection with offerings made pursuant to this prospectus are passed upon by counsel for the underwriters, dealers, or agents, if any, such counsel will be named in the prospectus supplement relating to such offering.
EXPERTS
The consolidated financial statements for the fiscal year ended May 31, 2025 and 2026, incorporated in this prospectus by reference from our Form 10-K for the fiscal year ended May 31, 2026, have been audited by CBIZ CPAs P.C., an independent registered public accounting firm. Their report relating to the consolidated financial statements of CytoDyn Inc. contains one explanatory paragraphs regarding substantial doubt as to CytoDyn Inc.’s ability to continue as a going concern. The report is incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of the Registration Statement. This prospectus does not contain all of the information in the Registration Statement, including the exhibits filed with or incorporated by reference into the Registration Statement. The Registration Statement, its exhibits, and the documents incorporated by reference into this prospectus and their exhibits, all contain information that is material to the offering of the securities hereby. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete. You should refer to the exhibits that are a part of the Registration Statement in order to review a copy of the contract or documents. The Registration Statement and the exhibits are available through the SEC’s EDGAR website.
We file annual, quarterly, and current reports, proxy statements, and other information with the SEC. Our SEC filings are available to the public over the internet at the SEC’s website at www.sec.gov and on our website at www.cytodyn.com. The information found on, or that can be accessed from or that is hyperlinked to, our website is not part of this prospectus or any applicable prospectus supplement.
We will provide you without charge, upon your oral or written request, with a copy of any or all reports, proxy statements, and other documents we file with the SEC, as well as any or all of the documents incorporated by reference
45
in this prospectus or the Registration Statement (other than exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to:
CytoDyn Inc.
Attn: Secretary
1111 Main Street, Suite 660
Vancouver, Washington 98660
(360) 980‑8524
You should rely only on the information in this prospectus and the additional information described above and under the heading “Incorporation of Certain Information by Reference” below. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely upon it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus was accurate only on the date of the front cover of this prospectus. Our business, financial condition, results of operations, and prospects may have changed since that date.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in this prospectus and any accompanying prospectus supplement.
We incorporate by reference the documents listed below that we have previously filed with the SEC:
•
Our Annual Report on Form 10‑K for the fiscal year ended May 31, 2026 filed with the SEC on August 31, 2026; and
•
The description of our common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K filed on August 31, 2026.
All reports and other documents that we file with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this prospectus but before the termination of the offering of the securities hereunder will also be considered to be incorporated by reference into this prospectus from the date of the filing of these reports and documents, and will supersede the information herein; provided, however, that all reports, exhibits, and other information that we “furnish” to the SEC will not be considered incorporated by reference into this prospectus. We undertake to provide without charge to each person (including any beneficial owner) who receives a copy of this prospectus, upon written or oral request, a copy of all of the preceding documents that are incorporated by reference (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents). You may request a copy of these materials in the manner set forth under the heading “Where You Can Find More Information,” above.
