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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): November 9, 2023

CytoDyn Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-49908

83-1887078

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

1111 Main Street, Suite 660

Vancouver, Washington 98660

(Address of principal executive offices, including zip code)

(360) 980-8524

(Registrant’s telephone number, including area code)

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:

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:

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

None

None

None

Indicate by check mark whether the registrant is an emerging growth company 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 5.03 Amendments to the Articles of Incorporation or Bylaws.

On November 9, 2023, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation, increasing the total number of authorized shares of common stock, par value $0.001 per share, from 1,350,000,000 to 1,750,000,000. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein. 

Item 5.07    Submission of Matters to a Vote of Security Holders.

CytoDyn Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on November 9, 2023. On November 9, 2023, the Inspector of Election issued its final report certifying the final voting results for the Annual Meeting, which were as follows:

1.Election of Directors.

Nominee

For

Withheld

Broker Non-Votes

Tanya Durkee Urbach

338,738,111

36,531,676

175,152,701

Stephen M. Simes

343,574,264

31,695,523

175,152,701

Ryan M. Dunlap

343,231,340

32,038,447

175,152,701

Lishomwa C. Ndhlovu, M.D., Ph.D.

342,240,886

33,028,901

175,152,701

Karen J. Brunke, Ph.D.

343,228,818

32,040,969

175,152,701

The stockholders elected each of the Company’s director nominees to serve until the Company’s 2024 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal.

2. Advisory vote on compensation of named executive officers.

For

Against

Abstentions

Broker Non-Votes

297,528,035

63,576,401

14,165,351

175,152,701

The stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.

3. Vote to amend the Company’s certificate of incorporation to increase the total number of authorized shares of common stock from 1,350,000,000 to 1,750,000,000 shares.

For

Against

Abstentions

504,658,717

42,575,745

3,188,026

The stockholders approved an amendment to the Company’s certificate of incorporation to increase the total number of authorized shares of common stock from 1,350,000,000 to 1,750,000,000 shares.

Item 9.01 Financial Statement and Exhibits. 

(d) The following exhibit is filed with this Current Report on Form 8-K: 

 

 

Exhibit No. 

Description 

3.1

Certificate of Amendment to the Certificate of Incorporation of CytoDyn Inc. dated November 9, 2023

104 

Cover Page Interactive Data File (formatted as inline XBRL) 

SIGNATURE

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 thereunto duly authorized.

CYTODYN INC.

Date: November 9, 2023

By 

/s/ Antonio Migliarese

Antonio Migliarese

Chief Financial Officer and Interim President

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CYTODYN INC.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, CytoDyn Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

1.

The name of the Corporation is CytoDyn Inc. The Corporation was originally incorporated under the name Point NewCo Inc. by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on August 27, 2018 (as amended, the “Certificate of Incorporation”).

2.

The Certificate of Incorporation of the Corporation is hereby amended by deleting the first paragraph under Article IV and replacing such paragraph with the following paragraph:

“The total number of shares of capital stock which the Corporation shall have authority to issue is One Billion Seven Hundred Fifty-Five Million (1,755,000,000), of which (i) One Billion Seven Hundred Fifty Million (1,750,000,000) shares shall be a class designated as common stock, par value $0.001 per share (the “Common Stock”), and (ii) Five Million (5,000,000) shares shall be a class designated as preferred stock, par value $0.001 per share (the “Preferred Stock”).”

3.

The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware.

4.

This Certificate of Amendment and the amendment to the Certificate of Incorporation effected hereby has been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

5.

This Certificate of Amendment, and the amendment effected hereby, shall become effective upon filing.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Interim President and Chief Financial Officer on this 9th day of November, 2023.

CYTODYN INC.

  

  

By:

/s/ Antonio Migliarese

Name:

Antonio Migliarese


v3.23.3
Document and Entity Information
Nov. 09, 2023
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Nov. 09, 2023
Entity Registrant Name CytoDyn Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 000-49908
Entity Tax Identification Number 83-1887078
Entity Address, Address Line One 1111 Main Street
Entity Address, Adress Line Two Suite 660
Entity Address, City or Town Vancouver
Entity Address State Or Province WA
Entity Address, Postal Zip Code 98660
City Area Code 360
Local Phone Number 980-8524
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001175680
Amendment Flag false
Current Fiscal Year End Date --05-31

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