Current Report Filing (8-k)
April 28 2020 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 24, 2020
CytoDyn Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-49908
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83-1887078
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(State or other jurisdiction
of incorporation)
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(SEC
File Number)
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(I.R.S. Employer
Identification No.)
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1111 Main Street, Suite 660
Vancouver, Washington
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98660
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (360)
980-8524
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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None
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None
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None
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 8.01 Other Events
On April 24, 2020, certain stockholders of CytoDyn Inc. (the Company), including two former directors and a company controlled by a
former director (Anthony D. Caracciolo of the Caracciolo Family Trust, Gregory A. Gould, and Alpha Venture Capital Partners L.P., controlled by Carl C. Dockery, respectively), filed a derivative stockholder complaint in the Court of Chancery of the
State of Delaware, alleging claims for breach of fiduciary duty and unjust enrichment against the Companys CEO, current and former CFO, CMO, and current and former members of the Companys board of directors in connection with certain
equity grant awards to these individuals in December 2019 and January 2020. The Company disclosed these awards in the Companys Current Reports on Form 8-K filed with the U.S. Securities and Exchange
Commission on December 27, 2019 and February 3, 2020. The Company was named as a nominal defendant. The plaintiffs seek the rescission of the awards, a finding that the named directors breached their fiduciary duty to the Company, and
an unnamed amount of damages.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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CytoDyn Inc.
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April 28, 2020
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By:
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/s/ Michael D. Mulholland
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Name:
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Michael D. Mulholland
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Title:
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Interim Chief Financial Officer
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