ITEM 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE
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The registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and in accordance
therewith files reports, proxy statements and other information with the Commission. This Registration Statement incorporates herein by reference the following documents, which have been filed with the Commission by the registrant:
(a) Annual Report on Form
10-K
for the fiscal year ended May 31, 2018, filed with the Commission
on July 27, 2018, as amended by Amendment No. 1 to the Annual Report on Form
10-K/A,
filed with the Commission on September 28, 2018;
(b) Quarterly Report on Form
10-Q
for the quarter ended August 31, 2018, filed with the
Commission on October 9, 2018;
(c) Current Reports on Form
8-K
filed with the Commission on
June 7, 2018, June 15, 2018, June 22, 2018, June 27, 2018, July 12, 2018, August 13, 2018, August 23, 2018, August 28, 2018, September 4, 2018, September 12, 2018, September 20, 2018,
October 4, 2018, October 12, 2018, October 18, 2018, November 5, 2018, November 9, 2018 and November 19, 2018, and;
(d) The description of the registrants capital stock, contained in Amendment No. 1 to the registrants Registration Statement
on Form
S-4
(File
No. 333-227936)
filed on November 13, 2018, including all material incorporated by reference therein and any subsequently filed amendments
and reports updating such description.
All documents filed with the Commission by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Pursuant to Rule
12g-3(a)
of the Exchange Act, New CytoDyn is the successor issuer with respect to the above documents
in items (a) through (c) previously filed by Old CytoDyn with the Commission and incorporated by reference herein. Any statement contained in this Registration Statement, in any amendment hereto or in a document incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed supplement to this Registration Statement
or in any document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.