The Mitch Cohen Eclipse of the Samsung Debt

Yesterday, a morning came, a smile upon my face.

You see, CytoDyn Eclipsed the Samsung Debt. This binding SEC document came thru the ether early morning, pre-market. 8-K - 04/08/2024 - CytoDyn Inc.

It indicates that the $44M debt CytoDyn has with Samsung was restructured by Mitch Cohen and now that debt is paid down in accordance with the structure authored in Mitch Cohen's Samsung Eclipse Contract. These are favorable terms that allow CytoDyn the time to grow and the air to breath such that Samsung receives all and more than what it is owed. Essentially, it says that whenever CytoDyn is paid a "Qualifying Revenue", only then does CytoDyn become obligated to pay Samsung 20% of that revenue. CytoDyn must pay Samsung $250K before the end of 2024 to ratify the contract, which it will surely do, but aside from that, CytoDyn under SEC contract pays Samsung 20% out of all of its "Qualifying Revenue" until the $44M debt is fully paid. Note however that the total amount to be paid back is about $10 million more than what was previously owed. Another astonishing fact is that no interest accrues on the outstanding amount.

CytoDyn, with Dr. Lalezari, Mitch Cohen and Tyler Blok are far smarter than most might think. What were the advantages to CytoDyn regarding this deal. With this deal now in place, questions no longer arise regarding the consequences that this debt might impose. Now the structure of this debt is in a fashion favorable to CytoDyn. It removes the burden of the debt. It allows CytoDyn to breathe. It restores trust between the two companies. The magnitude of the debt is known in full. It has been capped at $44M. It cannot continue to rise as interest does not accrue. The manner by which CytoDyn pays the debt down has been defined and is enforceable by SEC documentation.

The possibility no longer exists where CytoDyn pays the debt down with the massive lump sum investment proceeds of a potential partner. Say for example, that a potential partner intends on investing $100M into CytoDyn for a certain purpose, but that partner is aware that CytoDyn has this huge debt burden to Samsung, however, now, the partner is also aware that the possibility that CytoDyn takes that $100M investment and pays down that debt is now nullified. Now, the potential partner is assured that their $100M investment goes solely into the business the partner invested into with CytoDyn, not into paying off the Samsung debt.

Again, the debt is structured such that the only time this debt is paid in part is when CytoDyn is first paid any Qualifying Revenue. The structure of this debt payment has now been 100% defined. Samsung decided to take the deal because if they for instance decided to demand out of CytoDyn to get whatever they could get out of CytoDyn right now, at this moment, the truth is, they would get nothing, and so, by the end of the year, Samsung receives the first $250K out of the coming $44M. That $44M is paid to Samsung in a 1 for every 5 ratio, only as the next $220M is earned as Qualifying Revenue by CytoDyn.

Samsung agreed in part, because it gets more than it was owed, if it can wait, and surely it can wait as it is absolutely massive with tremendous reserves. Otherwise, Samsung knows they would get nothing instead and they would lose any future with this drug which they are aware of its potential. As some have speculated, Samsung knows a few things about the molecule which they manufactured for CytoDyn in huge quantity. Samsung even continues to hold for CytoDyn the remaining quantity of product and have also agreed to deliver that product when request is made by CytoDyn. Masterfully, Mitch Cohen helps CytoDyn undo the horrible decisions Nader created. This choke hold placed around CytoDyn's neck has not only been loosened, but rather has been untied, however, the debt to CytoDyn's Creditors does still exist, but may now be paid back according to the rate which CytoDyn earns Qualifying Revenue. This is made acceptable to Samsung in part because CytoDyn agrees to pay over $10M more than what it originally owed. This extra $10M might have been for the interest which would have been paid or might have been for lost income Samsung had originally been counting on in the MSA, but it doesn't really matter, one or the other, it is the same thing. What matters to potential partners is that the debt is forever capped at $44M, and that the debt is only paid to Samsung after CytoDyn first earns Qualifying Revenue at a 20% clip.

CytoDyn proves that it now knows how to align itself with its Creditors and this proof is written into binding SEC documents. Like I said before, Mitch helps CytoDyn out of the deep shit hole NP led us into. Now, with this choke loosened around CytoDyn's neck, could this lead the path towards one of Dr. Lalezari's stated goals of evaluating partnerships? This structured debt deal enacted by Mitch Cohen lifts the risk away from any partnering company because the outstanding debt is now "parked", with no accruing interest, and a means to pay it off, only as CytoDyn earns a Qualifying Revenue. In a hypothetical partnership, the monies which CytoDyn receives in furtherance of such a partnership are used only towards that partnership and won't be used to pay down the Samsung debt. The partner is assured of where their money goes. These are the terms of the agreement Mitch has put in place with Samsung by SEC backing. This debt deal structure gives great hope to shareholders, that partnerships shall no longer be hindered by this outstanding debt which could steal away a portion of partnership funding, therefore, partnerships have become a far greater likelihood to CytoDyn, a sign of things to come. Such things might only be seen, only on the day of the Eclipse.

This gives some understanding as to why, possibly, partnerships may not have materialized as we had expected, following the lift of the holds. Now, with such a deal now in place, that particular stone may no longer be hurled at CytoDyn. Mitch has effectively extracted it out from the reservoir of excuses. Certainly, it is possible if not even probable, that the company was flat out rejected in terms of partnering, on multiple occasions as a result of the massive debt it held with Samsung. Any potential partner could not be definitively guaranteed that the monies which they would invest into CytoDyn would be directed solely towards the partnership alone and not towards this Samsung debt. But now, with this Eclipse Contract put into place, potential partners are guaranteed that the monies which they invest into CytoDyn shall be used towards the partnership alone and shall not be used towards paying down the Samsung debt.

This is a Win-Win scenario for CytoDyn, all the way around Folks. There must have been some magic there. There must have been some great flexibility on Samsung's end. Certainly, Samsung has exhibited great flexibility and willingness to bend in support of this solution and CytoDyn authored and signed such a brilliant answer. Samsung eventually is paid $44M, which is $10 million more than what it was owed prior, but it gets that money in bits and pieces as CytoDyn is able to pay it down. CytoDyn is under zero pressure as interest does not accrue and there is no due date and it pays it down at a rate which CytoDyn can handle, 20% of earned Qualifying Revenue.

Remember, CytoDyn did not owe Samsung $44 million, it owed them $33 million, but I believe Cohen upped the amount to $44 million to include all foreseen interest or future business and included those potentially lost monies into a finalized total for Samsung, thereby spelling out and defining to any potential partner exactly what the terms of this debt is. No longer are there any unknowns regarding this debt. The unknowns have been eliminated. Cohen makes it all crystal clear that this debt is paid off at a 20% rate of what CytoDyn takes in "Qualifying Revenue" and these terms are terms that a possible CytoDyn partner may find favorable. Samsung understands that these are the terms that CytoDyn can live with, can breathe with, can prosper by.

CytoDyn is smarter than most might think. Cohen is brilliant in fact. This is a brilliant plan going forward. It brings stability. It brings security. It brings a solution upon which a future might be built. This is the setup, the foundation of CytoDyn's partnering future.