Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
September 30 2021 - 9:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ¨
Filed by a Party other than the Registrant x
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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CytoDyn Inc.
(Name of Registrant as Specified in Its Charter)
PAUL A. ROSENBAUM
JEFFREY PAUL BEATY
ARTHUR L. WILMES
THOMAS J. ERRICO, M.D.
BRUCE PATTERSON, M.D.
PETER STAATS, M.D., MBA
MELISSA YEAGER
CCTV PROXY GROUP, LLC
(Name of Persons(s) Filing Proxy Statement, if
Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
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The participants named herein
(collectively, the “Participants”), have filed a definitive proxy statement and accompanying WHITE proxy card
with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of director nominees at the 2021
annual meeting of stockholders of CytoDyn Inc., a Delaware corporation (the “Company”).
On September 29, 2021 after
5:30 PM Eastern time the Participants posted the following letter to their website, at www.advancingll.com, and e-mailed the letter to
certain stockholders of the Company:
Paul A Rosenbaum
RE: COMMENTARY ON TODAY’S EMERGING GROWTH CONFERENCE
It is my understanding that
Nader Pourhassan and Scott Kelly paid a fee to present at today’s Emerging Growth Conference (September 29, 2021) and apparently
used their allotted time to launch an assault at me and our proxy team. Emerging Growth is a pay-to-speak organization pursuant to their
website:
Our conference serves as a
vehicle for Emerging Growth to build relationships with our existing and potential clients. Accordingly, a certain number of the presenting
companies are our current clients, and some may become our clients in the future. In exchange for services we provide, our clients pay
us fees in the form of cash and securities, and we may currently have, or in the future may have investments in the securities of certain
of the presenting companies. Finally, certain of the presenting companies have paid us a fee to secure a presentation time slot or to
present generally.
Within that context, Nader Pourhassan
chose to present two slides, personal text messages from me to him offering my support to him and CytoDyn.
Those text messages were sent
to Nader in March and July of 2020. The context for the March text was his assurance that the CD-10 and CD-12 trials were going to be
successful. The context for the July text was Nader claiming he was able to arrange financing based upon a redemption conversion price
of $10 per share (a major achievement if true). A lot has changed since then.
The assurances regarding CD-10
and CD-12 turned out to be false. As you will hear in our September 29th Zoom presentation, the assurances that the note carried a $10
per share conversion price was also false. I believed in the leadership and Nader Pourhassan back then. I do not now. Since I sent those
texts, Nader has gone on to borrow an additional $114.0 million from John Fife affiliated entities, misled shareholders about the results
for CD-10 and CD-12 (which were failures), and misled shareholders about the reason for the BLA Refusal to File Letter.
I still believe in this company,
but I do not believe in Nader Pourhassan and the board he has assembled. The evidence is in the results. Instead of presenting the plan
for CytoDyn today, he spent shareholder money and chose to spend the time showing text messages with no context and mischaracterizing
the circumstances under which they were sent. That’s the thing about Nader. When making choices, he makes choices that personally
benefit him, not the shareholders.
We can do better and that is
why I launched this proxy contest and support our proposed slate of director nominees. I believe you should too.
Paul A Rosenbaum
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