EX-4.5



 Exhibit 4.5 

PURCHASE WARRANT 
 Issued to: 

 
  

Exercisable to Purchase 

                 Shares of Common Stock 

of 
 CYTODYN INC. 

Warrant No.                  

Void after                  , 2022

 THE WARRANT REPRESENTED BY THIS WARRANT CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND, IN THE CASE OF A
TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS. 

 







 This is to certify that, for value received and subject to the terms and conditions set forth
below, the Warrantholder is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder, at any time on or after the Initial Exercise Date and on or before the Expiration Date, up to
                 shares of Common Stock at the per share Exercise Price. 

This Warrant Certificate is issued by the Company pursuant to Section 2(b) of the Placement Agent Agreement, subject to the following
terms and conditions: 
 1. Definitions of Certain Terms. Except as may be otherwise clearly required by the context, the following
terms have the following meanings: 
 (a) “Cashless Exercise” means an exercise of a Warrant in which, in lieu of payment of the
Exercise Price in cash, the Warrantholder elects to receive a lesser number of Securities in payment of the Exercise Price, as determined in accordance with Section 2(b). 

(b) “Closing Date” means September 8, 2017, the date on which the closing under the Offering occurred. 

(c) “Commission” means the Securities and Exchange Commission. 

(d) “Common Stock” means the common stock, $0.001 par value, of the Company. 

(e) “Company” means CytoDyn Inc., a Delaware corporation. 

(f) “Exercise Price” means the price at which the Warrantholder may purchase one share of Common Stock or other Securities upon
exercise of a Warrant as determined from time to time pursuant to the provisions hereof, multiplied by the number of Securities as to which the Warrant is being exercised. The initial Exercise Price is $0.825 per share of Common Stock. 

(g) “Expiration Date” has the meaning set forth in Section 2(a). 

(h) “Initial Exercise Date” has the meaning set forth in Section 2(a). 

(i) “Offering Prospectus” means the prospectus filed with the Securities and Exchange Commission on January 31, 2017 (including
the base prospectus dated September 9, 2017, the prospectus supplement dated January 31, 2017, and the other information incorporated therein by reference). 

(j) “Offering” means the offering of shares of Common Stock and warrants made pursuant to the Offering Prospectus and the Placement
Agent Agreement. 
 (k) “Placement Agent Agreement” means that certain Placement Agent Agreement, dated as of August 9, 2017,
between the Company, Paulson Investment Company, LLC. 
 (l) “Rules and Regulations” means the rules and regulations of the
Commission adopted under the Securities Act. 

  
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 (m) “Securities” means the securities obtained or obtainable upon exercise of the
Warrant or securities obtained or obtainable upon exercise, exchange, or conversion of such securities. 
 (n) “Securities Act”
means the Securities Act of 1933, as amended. 
 (o) “Warrant” means the warrant evidenced by this certificate, any similar
certificate issued in connection with the Offering, or any certificate obtained upon transfer or partial exercise of the Warrant evidenced by any such certificate. 

(p) “Warrant Certificate” means a certificate evidencing the Warrant. 

(q) “Warrantholder” means a record holder of the Warrant or Securities. 

2. Exercise of Warrant. 

(a) All or any part of the Warrant represented by this Warrant Certificate may be exercised commencing on the Closing Date (the “Initial
Exercise Date”) and ending at 5:00 p.m. Pacific Time on the five-year anniversary of the Closing Date (the “Expiration Date”) by surrendering this Warrant Certificate, together with the Exercise Price and appropriate instructions,
duly executed by the Warrantholder or by its duly authorized attorney, at the office of the Company, 1111 Main Street, Suite 660, Vancouver, Washington, 98660; or at such other office or agency as the Company may designate. The date on which such
instructions are received by the Company shall be the date of exercise. If the Warrantholder has elected a Cashless Exercise, such instructions shall so state. 

(b) If at any time after 180 days following the date of the Offering Prospectus the Warrantholder elects a Cashless Exercise, the
Warrantholder may surrender in payment of the Exercise Price, shares of Common Stock equal in value to the Exercise Price by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the
Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: 
  

							
		  	X =	 	 Y (A – B)
	  	
		  	 	A	  	

  

					
	Where:	  	X =	  	The number of shares of Common Stock to be issued to the Warrantholder pursuant to this Cashless Exercise
		  	Y =	  	The number of shares of Common Stock in respect of which the Cashless Exercise election is made
		  	A =	  	The fair market value of one share of Common Stock at the time the Cashless Exercise election is made
		  	B =	  	The Exercise Price (as adjusted to the date of the Cashless Exercise)


  
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 For purposes of this Section 2(b), the fair market value of one share of Common Stock as of a particular
date shall be determined as follows: (i) if traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the thirty (30) day period ending one (1) day
prior to the Cashless Exercise; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is
applicable) of the Common Stock over the thirty (30) day period ending one (1) day prior to the Cashless Exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good
faith by the Board of Directors of the Company. 
 (c) Subject to the provisions below, upon receipt of notice of exercise, the Company
shall promptly prepare or cause the preparation of certificates for the Securities to be received by the Warrantholder upon completion of the Warrant exercise. After such certificates are prepared, the Company shall notify the Warrantholder and,
upon payment in full by the Warrantholder, in lawful money of the United States, of the Exercise Price payable with respect to the Securities being purchased, or, in the case of a Cashless Exercise, upon deemed surrender of Securities equal in value
to the Exercise Price, deliver such certificates to the Warrantholder, or as per the Warrantholder’s instructions, promptly after such funds are available, if applicable, and otherwise promptly thereafter. The Securities to be obtained on
exercise of the Warrant will be deemed to have been issued, and any person exercising the Warrant will be deemed to have become a holder of record of those Securities, as of the date of receipt by the Company of (a) available funds in cash in
payment of the Exercise Price, or (b) notice of Cashless Exercise. 
 (d) If fewer than all the Securities purchasable under the
Warrant are purchased, the Company will, upon such partial exercise, execute and deliver to the Warrantholder a new Warrant Certificate (dated the date hereof), in form and tenor similar to this Warrant Certificate, evidencing that portion of the
Warrant not exercised. 
 (e) Notwithstanding the foregoing, in no event shall such Securities be issued, and the Company is authorized to
refuse to honor the exercise of the Warrant, if such exercise would result in the opinion of the Company’s Board of Directors, upon advice of counsel, in the violation of any law. 

3. Adjustments in Certain Events. The number, class, and price of Securities for which this Warrant Certificate may be exercised are
subject to adjustment from time to time upon the happening of certain events as follows: 
 (a) If the outstanding shares of the
Company’s Common Stock are divided into a greater number of shares or a dividend in stock is paid on the Common Stock, the number of shares of Common Stock for which the Warrant is then exercisable will be proportionately increased and the
Exercise Price will be proportionately reduced; and, conversely, if the outstanding shares of Common Stock are combined into a smaller number of shares of Common Stock, the number of shares of Common Stock for which the Warrant is then exercisable
will be proportionately reduced and the Exercise Price will be proportionately increased. The increases and reductions provided for in this Section 3(a) will be made with the intent and, as nearly as practicable, the effect that neither the
percentage of the total equity of the Company obtainable on exercise of the Warrants nor the price payable for such percentage upon such exercise will be affected by any event described in this Section 3(a). 

  
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 (b) In case of any change in the Common Stock through merger, consolidation, reclassification,
reorganization, partial or complete liquidation, purchase of substantially all the assets of the Company, or other change in the capital structure of the Company, then, as a condition of such change, lawful and adequate provision will be made so
that the Warrantholder will have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares of stock or other securities or property to which the Warrantholder would have been entitled if, immediately prior to
such event, the Warrantholder had held the number of shares of Common Stock obtainable upon the exercise of the Warrant. In any such case, appropriate adjustment will be made in the application of the provisions set forth herein with respect to the
rights and interest thereafter of the Warrantholder, to the end that the provisions set forth herein will thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities or property thereafter
deliverable upon the exercise of the Warrant. The Company will not permit any change in its capital structure to occur unless the issuer of the shares of stock or other securities to be received by the holder of this Warrant Certificate, if not the
Company, agrees to be bound by and comply with the provisions of this Warrant Certificate. 
 (c) When any adjustment is required to be made
in the number of shares of Common Stock, other securities, or the property purchasable upon exercise of the Warrant, the Company will promptly determine the new number of such shares or other securities or property purchasable upon exercise of the
Warrant and (i) prepare and retain on file a statement describing in reasonable detail the method used in arriving at the new number of such shares or other securities or property purchasable upon exercise of the Warrant and (ii) cause a
copy of such statement to be mailed to the Warrantholder within thirty (30) days after the date of the event giving rise to the adjustment. 

(d) No fractional shares of Common Stock or other Securities will be issued in connection with the exercise of the Warrant, and the number of
shares of Common Stock to be issued shall be rounded to the nearest whole number. 
 (e) If securities of the Company or securities of any
subsidiary of the Company are distributed pro rata to holders of Common Stock, such number of securities will be distributed to the Warrantholder or its assignee upon exercise of its rights hereunder as such Warrantholder or assignee would have been
entitled to if this Warrant had been exercised prior to the record date for such distribution. The provisions with respect to adjustment of the Common Stock provided in this Section 3 will also apply to the securities to which the Warrantholder
or its assignee is entitled under this Section 3(e). 
 (f) Notwithstanding anything herein to the contrary, there will be no
adjustment made hereunder on account of the sale by the Company of the Common Stock or any other Securities purchasable upon exercise of the Warrant. 

4. Reservation of Securities. The Company agrees that the number of shares of Common Stock or other Securities sufficient to provide
for the exercise of the Warrant upon the basis set forth above will, at all times during the term of the Warrant, be reserved for issuance. 

5. Validity of Securities. All Securities delivered upon the exercise of the Warrant will be duly and validly issued in accordance with
their terms and, upon payment of the Exercise 

  
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Price, will be fully paid and non-assessable. The Company will pay all documentary and transfer taxes, if any, in respect of the original issuance thereof
upon exercise of the Warrant. 
 6. Transferability. 

(a) Neither the Warrant nor any Securities shall be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging,
short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of the Offering Prospectus, except the transfer of any
security: 
 (i) by operation of law or by reason of reorganization of the Company; 

(ii) to any FINRA member firm participating in the offering and the officers and partners thereof, if all securities so
transferred remain subject to the lock-up restriction in this Section 4(a) for the remainder of the time period; 

(iii) if the aggregate amount of Common Stock beneficially owned by Paulson Investment Company, LLC or its related persons
does not exceed 1% of the shares of Common Stock offered in the Offering; 
 (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than
9.9% of the equity in the fund; or 
 (v) the exercise or conversion of any security, if all securities received remain
subject to the lock-up restriction in this Section 6(a) for the remainder of the time period. 

(b) Subject to the restrictions in Section (6)(a) and to compliance with any applicable securities laws, the Warrant may be transferred to
individuals who are a partner, officer or other representative of Paulson Investment Company, LLC. The Warrant may be divided or combined, upon request to the Company by the Warrantholder, into additional Warrants evidencing the same aggregate
number of Warrants. Any such transfer shall be effected upon surrender of this Warrant Certificate at the principal office of the Company or its designated agent, together with a written assignment of the Warrant substantially in the form attached
hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new
Warrant Certificate or Warrant Certificates in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant Certificate
evidencing the portion of the Warrant not so assigned, and this Warrant Certificate shall promptly be cancelled. 
 7. Securities Act
Compliance. The Warrantholder hereby represents: (a) that this Warrant and any Securities will be acquired for investment for the Warrantholder’s own account 

  
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and not with a view to the resale or distribution of any part thereof, and (b) that the Warrantholder is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under
the Securities Act. In addition, as a condition of its delivery of certificates for the Common Stock, the Company will require the Warrantholder to deliver to the Company representations regarding the Warrantholder’s sophistication, investor
status, investment intent, acquisition for its own account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering as set forth in the attached Exercise Form. The Company may place
conspicuously upon each certificate representing the Securities a legend substantially in the following form, the terms of which are agreed to by the Warrantholder: 

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS
THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.” 

8. No Rights as a Shareholder. Except as otherwise provided herein, the Warrantholder will not, by virtue of ownership of the Warrant,
be entitled to any rights of a shareholder of the Company but will, upon written request to the Company, be entitled to receive such quarterly or annual reports as the Company distributes to its shareholders. 

9. Notice. Any notices required or permitted to be given hereunder will be in writing and may be served personally or by mail,
including by e-mail; and if served will be addressed as follows: 
  

			
	If to the Company:	  	 CytoDyn Inc.
 Attn: Michael D. Mulholland

1111 Main Street, Suite 660
 Vancouver, Washington 98660

Email: mmulholland@cytodyn.com



  
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	with a copy to:	  	 Lowenstein Sandler LLP
 Attn: Steven M.
Skolnick
 65 Livingston Avenue & 6 Becker Farm Road

Roseland, New Jersey 07068
 Email:
sskolnick@lowenstein.com

		
	If to the Warrantholder:	  	 c/o Paulson Investment Company, LLC
 566 W.
Adams, Suite 750
 Chicago, Illinois 60661


 Any notice so given by mail will be deemed effectively given 48 hours after mailing when deposited in the
United States mail, registered or certified mail, return receipt requested, postage prepaid and addressed as specified above. Any notice given by e-mail must be accompanied by confirmation of receipt, and will
be deemed effectively given upon confirmation of such receipt. Any party may by written notice to the other specify a different address for notice purposes. 

10. Applicable Law. This Warrant Certificate will be governed by and construed in accordance with the laws of the State of New York,
without reference to conflict of laws principles thereunder. 
 [Signature page follows.] 

  
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 IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed by its officer
thereunto duly authorized as of the date first above indicated. 
 Dated as of
                     
  


					
	CYTODYN INC.
		
	By:	 	  

		 	Name:	  	Michael D. Mulholland
		 	Title:	  	Chief Financial Officer


 [Placement Agent Warrant] 







 EXERCISE FORM 

(To Be Executed by the Warrantholder 

to Exercise the Warrant) 
  

	TO:	CYTODYN INC. 

  

	1.	The undersigned hereby irrevocably elects to exercise the right to purchase                  shares of Common Stock, represented by
Warrant No.                  as follows: 

  

	 	☐	Exercise for Cash. Pursuant to Section 2(a) of the Warrant, the Holder hereby elects to exercise the Warrant for cash and tenders payment herewith (or has made a wire transfer) to the order of CytoDyn Inc.
in the amount of $                . 

  

	 	☐	Cashless Exercise. Pursuant to Section 2(b) of the Warrant, the Holder hereby elects to exercise the Warrant on a cashless basis. 


 

	2.	The undersigned requests that the applicable number of shares of Common Stock be issued and delivered to the following address: 

  

					
	Name:	  	  
	  	
	Address:	  	  
	  	
		  	  
	  	
	Email:	  	  
	  	
	SSN:	  	  
	  	

  

	3.	The undersigned understands, agrees and recognizes that: 

  

	 	(a)	No federal or state agency has made any finding or determination as to the fairness of the investment or any recommendation or endorsement of the securities. 


 

	 	(b)	All certificates evidencing the shares of Common Stock, if any, may bear a legend substantially similar to the legend set forth in Section 7 of the Warrant Certificate regarding resale restrictions.


 Representations of the undersigned. 
  

	5.	The undersigned acknowledges that the undersigned has received, read and understood the Warrant and agrees to abide by and be bound by its terms and conditions. 


 

	6.	(i) The undersigned has such knowledge and experience in business and financial matters that the undersigned is capable of evaluating the Company and the proposed activities thereof, and the risks and merits of this
prospective investment. 

 ☐  YES        ☐  NO 

  
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 (ii) If “No”, the undersigned is represented by a “purchaser representative,”
as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). 

☐  YES        ☐  NO 

 

	7.	(i) The undersigned is an “accredited investor,” as that term is defined in the Securities Act. 


☐  YES        ☐  NO 

(ii) If “Yes,” the undersigned comes within the following category of that definition (check one): 

 

	 	☐	The undersigned is a natural person whose present net worth (or whose joint net worth with his or her spouse), excluding the value of the undersigned’s primary residence, exceeds $1,000,000. For purposes of
calculating the undersigned’s present net worth, the undersigned has included the following as liabilities: (i) any indebtedness that is secured by the undersigned’s primary residence in excess of the estimated fair market value of
the undersigned’s primary residence at the time of the sale of the shares, and (ii) any incremental debt secured by the undersigned’s primary residence that was incurred in the 60 days before the sale of the shares, other than as a
result of the acquisition of the undersigned’s primary residence. 

  

	 	☐	The undersigned is a natural person who had individual income in excess of $200,000 in each of the last two years or joint income with the undersigned’s spouse in excess of $300,000 during such two years, and the
undersigned reasonably expects to have the same income level in the current year. 

  

	 	☐	The undersigned is an officer or director of the Company. 

  

	 	☐	The undersigned is a corporation or partnership not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000. 


 

	 	☐	The undersigned is a trust with total assets in excess of $5,000,000 whose purchase is directed by a person with such knowledge and experience in financial and business matters that such person is capable of evaluating
the merits and risks of the prospective investment. 

  

	 	☐	The undersigned is an entity, all of whose equity owners are accredited investors under one or more of the categories above. 

  

	8.	 The undersigned understands that the shares purchased hereunder have not been registered under the Securities
Act, in reliance upon the exemption from the registration 



  
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requirements under the Securities Act pursuant to Section 4(2) of the Securities Act and Rule 506 promulgated thereunder; and, therefore, that the undersigned must bear the economic risk of
the investment for an indefinite period of time since the securities cannot be sold, transferred or assigned to any person or entity without compliance with the provisions of the Securities Act 


Dated: _____________, 20___. 
  

			
	By:	 	  

	Name:	 	  

	Print:	 	  

	
	Note: Signature must correspond with the name as written upon the face of the Warrant in all respects, without alteration or enlargement or any change whatsoever.



  
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