SC TO-I (Issuer tender offer statement)

Dear Longs,

I think it is important to break the offer statement down. The what are they actually doing, the why, the how much, and when.

What are they doing: They are offering to amend the "Original Warrants" at a nice discount to those that can take advantage of this offer. from the SEC filing: We are offering to amend, upon the terms and subject to the conditions set forth herein, outstanding warrants to purchase up to an aggregate of 197,422,561 shares of common stock (the “Exercise Offer”),

FYI from the SEC filing: The Original Warrants represent 55% of our outstanding warrants.

Why are they doing it? : From the SEC filing: The purpose of the Exercise Offer is to encourage the amendment and exercise of the Original Warrants to raise funds to support our operations and to reduce the number of outstanding warrants. We intend to accomplish this by providing the holders of the Original Warrants with the opportunity to obtain and exercise an Amended Warrant at a significantly reduced exercise price, and to receive significantly more shares of common stock upon exercise, as compared to the Original Warrants.

WHY Continued: from the SEC filing:

The purposes of this Exercise Offer are as follows:

Fund Raising: Through the Exercise Offer we can raise funds to support our future operations and capital requirements by encouraging the participating holders to exercise their Original Warrants by significantly reducing the exercise price and shortening the exercise period. If all holders participate in the Exercise Offer and exercise an Amended Warrant, we would raise gross proceeds of approximately $31.6 million. The funds obtained will be used to fund, in part, a Phase II study of leronlimab in patients with relapsed/refractory microsatellite stable colorectal cancer operations; and for working capital and other general corporate purposes, which may include the reduction of indebtedness. -4-

Reduction of Share Overhang from Outstanding Warrants*:In addition, the Exercise Offer can help us reduce the number of outstanding warrants. As of June 3, 2024, we had total outstanding warrants to purchase an aggregate of 361,675,427 shares of common stock at a weighted average exercise price of $0.34 per share. The sale of substantial amounts of our common stock upon exercise of outstanding warrants, or the perception that significant sales may occur in the future, could adversely affect the market price of our common stock and our ability to raise additional capital in the future*

I hope that everyone understands what CYDY is doing here. Let me explain:

CYDY is raising $31.6 million to run the phase 2 CRC trial and for operational needs. That means we do not have a partner yet for that trial. it also means to me that whoever is interested in Oncology needs more evidence before they jump in to partner or acquire. This is normal and I am not surprised. This does not mean that we can't partner on other indications.

When is this happening and is there an expiration? From the SEC filing:

If you properly tender (and do not validly withdraw) your Original Warrants and the other Acceptance and Exercise Documents on or prior to 5:00 p.m., Eastern Time on June 28, 2024, the Expiration Date of the Exercise Offer (or such later date and time if we extend the Exercise Offer), promptly following the Expiration Date, we intend to notify our transfer agent of our acceptance of your payment of the exercise price and your other Acceptance and Exercise Documents and issue and deliver to you the number of shares of common stock issuable under the Amended Warrant, as well as a replacement Original Warrant for any unexercised portion thereof.

So we will know around June 29th if they were able to get the original warrant holder to convert and exercise their new warrants, thus raising $31.6 million

A couple of other notes that we should be aware of: From the SEC filing: As of May 30, 2024, the Company had: (i) 1,058,357,432 shares of common stock outstanding;

If someone was buying 10% of the company they need to show that they have 10% of the outstanding shares: which is 10,583, 574. Not sure where people are finding this? It is pretty straightforward at this point to me what this SEC filing is about; that CYDY has incentivized accredited shareholders of original warrants to convert their original warrants from a higher exercise price to a much lower price (roughly .16) but they have to exercise the new warrants before June 28th. Giving CYDY enough funds ($31.6 million) to operate and run a phase 2 trial for CRC.

Some of the things that I am pondering are based on the singular focus of raising funds for basically CRC, and nothing else. 1) Essentially we are asking our investors to exercise their warrants now at a discount and they are writing a check out to CYDY for that conversion. The confidence that Dr. JL and the team have in LL's ability to be successful in this CRC trial is off the charts. I believe this is the make-or-break trial for whoever is interested in CYDY. Essentially it sort of feels like we are putting all of our eggs in this one basket. I recognize that we have a 20-patient trial in Alzheimer's already funded, and a pre-clinical mice trial with MASh and Madrigal's drug that is being pondered, and we just initiated the GBM mice trial at Montefore, plus we might get a Long Covid trial funded by NIH.

So in some ways, this is the perfect set-up: Before the CRC trial is done, CYDY will have more published manuscripts out on our existing data, and then we will have a barrage of mice study outcomes to report MASH, GBM, and 20 patient Alzheimers study to report. Maybe a big NIH grant is announced for PASC, and Somewhere in this time frame an Amarex settlement is reached of at least $150 million. The stock could climb on each positive announcement that is reported and then BOOM the CRC results come out. That would be the time a BP could acquire CYDY or at a minimum partner with CYDY.

Lets Freaking GO CYDY